Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Knowles Corp | |
Entity Central Index Key | 1,587,523 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 88,692,376 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 190.3 | $ 192.8 | $ 375.6 | $ 379.4 |
Cost of goods sold | 117.2 | 121.2 | 234.5 | 246 |
Restructuring charges - cost of goods sold | 0.2 | 0.2 | 1.4 | (0.5) |
Gross profit | 72.9 | 71.4 | 139.7 | 133.9 |
Research and development expenses | 25.8 | 18.2 | 51.9 | 34.5 |
Selling and administrative expenses | 45.2 | 36.7 | 88.3 | 72.6 |
Restructuring charges | 3.7 | 0.2 | 7.2 | 0.2 |
Operating expenses | 74.7 | 55.1 | 147.4 | 107.3 |
Operating (loss) earnings | (1.8) | 16.3 | (7.7) | 26.6 |
Interest expense, net | 5.8 | 3.1 | 9.5 | 5.5 |
Other income, net | (2.2) | (0.2) | (1.7) | (2) |
(Loss) earnings before income taxes and discontinued operations | (5.4) | 13.4 | (15.5) | 23.1 |
Provision for income taxes | 1.4 | 0.1 | 3.8 | 4.8 |
(Loss) earnings from continuing operations | (6.8) | 13.3 | (19.3) | 18.3 |
Loss from discontinued operations, net | (17.8) | (29.4) | (34.7) | (50.2) |
Net loss | $ (24.6) | $ (16.1) | $ (54) | $ (31.9) |
Earnings per share: | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.08) | $ 0.16 | $ (0.22) | $ 0.22 |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.08) | 0.16 | (0.22) | 0.22 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | (0.20) | (0.35) | (0.39) | (0.59) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | (0.20) | (0.35) | (0.39) | (0.59) |
Basic loss per share (usd per share) | (0.28) | (0.19) | (0.61) | (0.37) |
Diluted loss per share (usd per share) | $ (0.28) | $ (0.19) | $ (0.61) | $ (0.37) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 88,652,453 | 85,144,298 | 88,594,597 | 85,126,040 |
Diluted (in shares) | 88,652,453 | 85,292,561 | 88,594,597 | 85,291,578 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (24.6) | $ (16.1) | $ (54) | $ (31.9) |
Other comprehensive loss, net of tax | ||||
Foreign currency translation, net of tax | (4) | 8.3 | 9.9 | (43.1) |
Employee benefit plans: | ||||
Amortization or settlement of actuarial losses included in net periodic pension cost | 0 | 0.1 | 0 | 0.2 |
Net change in employee benefit plans | 0 | 0.1 | 0 | 0.2 |
Changes in fair value of cash flow hedges: | ||||
Unrealized net losses arising during period | (2.2) | 0 | (0.5) | (0.7) |
Net gains reclassified into earnings | 0.3 | 0 | 0.2 | 0 |
Total cash flow hedges | (1.9) | 0 | (0.3) | (0.7) |
Other comprehensive (loss) income, net of tax | (5.9) | 8.4 | 9.6 | (43.6) |
Comprehensive loss | $ (30.5) | $ (7.7) | $ (44.4) | $ (75.5) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 47.2 | $ 63.3 |
Receivables, net of allowances of $2.2 and $1.8 | 123.2 | 145.2 |
Inventories, net | 139 | 118.4 |
Prepaid and other current assets | 14.6 | 9.2 |
Total current assets | 324 | 336.1 |
Property, plant and equipment, net | 208.6 | 215.3 |
Goodwill | 913.3 | 925.8 |
Intangible assets, net | 85.9 | 97 |
Other assets and deferred charges | (29.5) | (29.3) |
Assets of discontinued operations | 66.4 | 93 |
Total assets | 1,627.7 | 1,696.5 |
Current liabilities: | ||
Current maturities of long-term debt | 2.6 | 29.6 |
Accounts payable | 74.8 | 77.2 |
Accrued compensation and employee benefits | 28.1 | 31.2 |
Other accrued expenses | 32.4 | 35.9 |
Federal and other taxes on income | 1.9 | 1.5 |
Total current liabilities | 139.8 | 175.4 |
Long-term debt | 392.2 | 399.2 |
Deferred income taxes | 21.7 | 18.4 |
Other liabilities | 41.8 | 43.5 |
Liabilities of discontinued operations | 29.6 | 53.2 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock - $0.01 par value; 10,000,000 shares authorized; none issued | 0 | 0 |
Common stock - $0.01 par value; 400,000,000 shares authorized; 88,648,055 and 88,451,564 shares issued at June 30, 2016 and December 31, 2015, respectively | 0.9 | 0.9 |
Additional paid-in capital | 1,490.1 | 1,449.9 |
Accumulated deficit | (371.8) | (317.8) |
Accumulated other comprehensive loss | (116.6) | (126.2) |
Total stockholders' equity | 1,002.6 | 1,006.8 |
Total liabilities and stockholders' equity | $ 1,627.7 | $ 1,696.5 |
CONSOLIDATED BALANCE SHEETS (u5
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 2.2 | $ 1.8 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 88,648,055 | 88,451,564 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2015 | $ 1,006.8 | $ 0.9 | $ 1,449.9 | $ (317.8) | $ (126.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (54) | (54) | |||
Other comprehensive income, net of tax | 9.6 | 9.6 | |||
Adjustments to Additional Paid in Capital, Convertible Debt Hedge Purchased | (44.5) | (44.5) | |||
Adjustments to Additional Paid in Capital, Warrant Issued | 39.1 | 39.1 | |||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 35.3 | 35.3 | |||
Stock-based compensation expense | 11.2 | 11.2 | |||
Tax on restricted stock unit vesting | (0.9) | (0.9) | |||
Balance at Jun. 30, 2016 | $ 1,002.6 | $ 0.9 | $ 1,490.1 | $ (371.8) | $ (116.6) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities | ||
Net loss | $ (54) | $ (31.9) |
Adjustments to reconcile net loss to cash from operating activities: | ||
Depreciation and amortization | 39.4 | 65.6 |
Impairment charges on fixed and other assets | 0 | 3 |
Loss on disposal of fixed assets | 1.3 | 0 |
Stock-based compensation | (11.2) | (6.6) |
Deferred income taxes | 2.2 | 0 |
Non-cash interest expense and amortization of debt issuance costs | 2 | 0.4 |
Other, net | 4.4 | (0.4) |
Cash effect of changes in assets and liabilities (excluding effects of foreign exchange): | ||
Receivables, net | 53.5 | 36.4 |
Inventories, net | (8.2) | (11.1) |
Prepaid and other current assets | (4.2) | (5.8) |
Accounts payable | (29.1) | (13.9) |
Accrued compensation and employee benefits | (5.3) | (7.1) |
Other accrued expenses | (0.6) | (8.8) |
Accrued and deferred taxes, net | 0.4 | (7.7) |
Other non-current assets and non-current liabilities | (2.8) | (1) |
Net cash provided by operating activities | 10.2 | 24.3 |
Investing Activities | ||
Additions to property, plant and equipment | (20.2) | (38.7) |
Proceeds from sale of investment | 2 | 0 |
Capitalized patent defense costs | 0 | (0.8) |
Purchase of intellectual property license | 0 | 0.5 |
Proceeds from the sale of property, plant and equipment | 0.7 | 0.3 |
Net cash used in investing activities | (17.5) | (39.7) |
Financing Activities | ||
Payments under revolving credit facility | (20) | (29) |
Borrowings under revolving credit facility | 20 | 35 |
Principal payments on term loan debt | (166.5) | (7.5) |
Proceeds from issuance of convertible senior notes | 172.5 | 0 |
Proceeds from Issuance of Warrants | 39.1 | 0 |
Purchase of convertible note hedges | 44.5 | 0 |
Debt issuance costs | (6.7) | 0 |
Payments of capital lease obligations | (1.6) | (0.6) |
Tax on restricted stock unit vesting | (0.9) | (0.4) |
Net cash used in financing activities | (8.6) | (2.5) |
Effect of exchange rate changes on cash and cash equivalents | (0.2) | (0.3) |
Net decrease in cash and cash equivalents | (16.1) | (18.2) |
Cash and cash equivalents at beginning of period | 63.3 | 55.2 |
Cash and cash equivalents at end of period | $ 47.2 | $ 37 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Description of Business - Knowles Corporation (NYSE: KN) is a market leader and global supplier of advanced micro-acoustic, audio processing, and specialty component solutions, serving the mobile consumer electronics, communications, medical, military, aerospace, and industrial markets. Knowles uses its leading position in MEMS (micro-electro-mechanical systems) microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience in smartphones, tablets, and wearables. Knowles is also the leader in acoustics components used in hearing aids and has a strong position in high end oscillators (timing devices) and capacitors. References to “Knowles,” “the Company,” “we,” “our” and “us” refer to Knowles Corporation and its consolidated subsidiaries. Financial Statement Presentation - The accompanying unaudited interim Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP" or “U.S. GAAP”) for complete financial statements. These unaudited interim Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. The unaudited interim Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. On July 1, 2015, the Company completed its acquisition of all of the outstanding shares of common stock (“Shares”) of Audience, Inc. ("Audience"). The financial results of Audience were included in the Company's consolidated statements of comprehensive earnings and statement of cash flows beginning July 1, 2015 and the consolidated balance sheet as of September 30, 2015. As discussed in Note 2. Discontinued Operations , the Company reclassified the speaker and receiver product line within the Mobile Consumer Electronics ("MCE") segment to discontinued operations in the first quarter of 2016 based on intentions to divest the product line. Therefore, the Company has classified the results of operations and related assets and liabilities for the product line as discontinued operations for all periods presented. In addition, the Company completed its sale of the speaker and receiver product line on July 7, 2016. See Note 17. Subsequent Events for additional information. Non-cash Investing Activities - Purchases of property, plant and equipment included in accounts payable at June 30, 2016 and 2015 were $6.3 million and $6.8 million , respectively. The Company also entered into a capital lease for new equipment in the second quarter of 2015 with a corresponding capital lease obligation at June 30, 2015 of $13.6 million . In addition, the Company had $0.1 million of legal costs incurred and accrued in accounts payable for the defense of the Company's patents at June 30, 2015 , but had no such costs or accruals at June 30, 2016 . These non-cash amounts are not reflected as outflows to Additions to property, plant and equipment or Capitalized patent defense costs within investing activities of the Consolidated Statements of Cash Flows for the respective periods. |
Discontinued Operations Discont
Discontinued Operations Discontinued Operations | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Management conducts a strategic review of its business periodically. On February 11, 2016, the Company announced its intention to sell the speaker and receiver product line within the MCE business segment ("speaker and receiver product line"). On July 7, 2016, the Company completed the previously announced sale of its speaker and receiver product line for $45.0 million in cash, less purchase price adjustments for a net amount received of $40.6 million . See Note 17. Subsequent Events for additional information. The results of discontinued operations for the three months ended June 30, 2016 and 2015 reflect the net losses of the speaker and receiver product line. Summarized results of the Company's discontinued operations are as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Revenues $ 24.7 $ 48.2 $ 45.1 $ 100.1 Cost of goods sold 27.1 62.7 55.7 123.0 Restructuring charges - cost of goods sold 7.2 0.2 9.3 0.4 Gross Profit (9.6 ) (14.7 ) (19.9 ) (23.3 ) Research and development expenses 3.2 4.5 6.7 7.9 Selling and administrative expenses 4.9 9.8 8.1 19.6 Restructuring charges 1.4 0.1 1.8 0.3 Operating Expenses 9.5 14.4 16.6 27.8 Loss from discontinued operations before taxes (19.1 ) (29.1 ) (36.5 ) (51.1 ) Benefit from income taxes (1.3 ) 0.3 (1.8 ) (0.9 ) Loss from discontinued operations, net of tax $ (17.8 ) $ (29.4 ) $ (34.7 ) $ (50.2 ) Assets and liabilities of discontinued operations are summarized below: (in millions) June 30, 2016 December 31, 2015 Assets of Discontinued Operations: Accounts receivable $ 15.8 $ 47.2 Inventories, net 21.9 33.6 Prepaid and other current assets 1.9 2.0 Total current assets 39.6 82.8 Property, plant and equipment, net 7.1 9.5 Goodwill (1) 18.7 — Other assets and deferred charges 1.0 0.7 Total assets $ 66.4 $ 93.0 Liabilities of Discontinued Operations: Accounts payable $ 15.5 $ 39.3 Other current liabilities 11.9 11.8 Total current liabilities 27.4 51.1 Other liabilities 2.2 2.1 Total liabilities $ 29.6 $ 53.2 (1) As of March 31, 2016, the Company should have allocated $18.7 million of Goodwill to the Assets of discontinued operations. As of June 30, 2016, this correction is shown as an asset within the speaker and receiver product line. The following table presents the depreciation, amortization and purchases of property, plant and equipment of discontinued operations related to the speaker and receiver product line: Six Months Ended June 30, (in millions) 2016 2015 Depreciation $ 1.1 $ 17.2 Amortization of intangible assets $ — $ 11.4 Additions to property, plant and equipment $ 2.5 $ 14.0 Additions to property, plant and equipment included in accounts payable at June 30, 2016 and 2015 were $0.7 million and $2.1 million , respectively. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | The Company made no acquisitions during the three and six months ended June 30, 2016 . On July 1, 2015, the Company completed the acquisition of Shares of Audience for consideration per Share of $2.51 in cash and 0.13207 shares of Knowles common stock pursuant to the Agreement and Plan of Merger dated April 29, 2015. The Company has finalized appraisals of tangible and intangible assets for the acquisition of Audience. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory, Net [Abstract] | |
Inventories, net | The following table details the major components of inventories, net: (in millions) June 30, 2016 December 31, 2015 Raw materials $ 70.7 $ 66.4 Work in progress 18.4 14.2 Finished goods 88.3 75.2 Subtotal 177.4 155.8 Less reserves (38.4 ) (37.4 ) Total $ 139.0 $ 118.4 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | The following table details the major components of property, plant and equipment, net: (in millions) June 30, 2016 December 31, 2015 Land $ 11.2 $ 11.3 Buildings and improvements 118.9 118.4 Machinery, equipment and other 488.8 479.9 Subtotal 618.9 609.6 Less accumulated depreciation (410.3 ) (394.3 ) Total $ 208.6 $ 215.3 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | The following table provides the changes in carrying value of goodwill by reportable segment for the six months ended June 30, 2016 : (in millions) Mobile Consumer Electronics Specialty Components Total Balance at December 31, 2015 $ 740.0 $ 185.8 $ 925.8 Allocation to discontinued operations (1) (18.7 ) — (18.7 ) Acquisition adjustment 0.2 — 0.2 Foreign currency translation 6.0 — 6.0 Balance at June 30, 2016 $ 727.5 $ 185.8 $ 913.3 (1) As of March 31, 2016, the Company should have allocated $18.7 million of Goodwill to the Assets of discontinued operations. As of June 30, 2016, this correction is shown as a reduction to goodwill within the MCE segment. This correction is considered immaterial to the previously issued March 31, 2016 financial statements. The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: June 30, 2016 December 31, 2015 (in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Trademarks $ 0.3 $ 0.2 $ 0.3 $ 0.2 Patents 42.9 16.9 42.9 14.5 Customer Relationships 156.2 149.5 156.1 143.4 Unpatented Technologies 92.4 71.3 92.4 68.6 Other 3.1 3.1 3.1 3.1 Total 294.9 241.0 294.8 229.8 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 85.9 $ 97.0 Amortization expense totaled $5.6 million and $4.3 million for the three months ended June 30, 2016 and 2015 , respectively. For the six months ended June 30, 2016 and 2015 , amortization expense was $11.2 million and $8.6 million , respectively. |
Restructuring and Related Activ
Restructuring and Related Activities | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | During the three and six months ended June 30, 2016 , the Company recorded additional restructuring charges associated with the integration of Audience, which is reported as part of the MCE reportable segment. In addition, the Company recorded restructuring charges during the three and six months ended June 30, 2016 and 2015 related to the residual expenses related to the continued transfer of our capacitor business into lower-cost Asian manufacturing facilities and headcount reduction initiatives in our timing devices business. These actions are designed to better align the Company's operations with current market conditions through targeted facility consolidations, headcount reductions and other measures to further optimize operations. The following table details restructuring charges incurred by reportable segment for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Mobile Consumer Electronics $ 3.1 $ — $ 6.1 $ — Specialty Components (1) 0.8 0.4 2.1 (0.3 ) Corporate — — 0.4 — Total $ 3.9 $ 0.4 $ 8.6 $ (0.3 ) (1) During the six months ended June 30, 2015, the Company reversed a portion of previously recorded restructuring charges based on a change in the termination benefit payment structure. The following table details the Company’s severance and other restructuring accrual activity: (in millions) Severance Pay and Benefits Contract Termination and Other Costs Total Balance at December 31, 2015 $ 7.7 $ 1.1 $ 8.8 Restructuring charges 7.3 1.3 8.6 Payments (5.5 ) (1.4 ) (6.9 ) Other, including foreign currency 0.1 — 0.1 Balance at June 30, 2016 $ 9.6 $ 1.0 $ 10.6 The severance and restructuring accruals are recorded in the following accounts on the Consolidated Balance Sheet: (in millions) June 30, 2016 December 31, 2015 Other accrued expenses $ 10.3 $ 8.7 Other liabilities 0.3 0.1 Total $ 10.6 $ 8.8 |
Hedging Transaction and Derivat
Hedging Transaction and Derivative Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Hedging Transaction and Derivative Instruments | The Company is affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as "market risks." The Company uses derivatives as a risk management tool to mitigate the potential impact of certain market risks, which are primarily foreign currency risk and interest rate risk related to ongoing business operations. Cash Flow Hedging The Company uses cash flow hedges to minimize the variability in cash flows of assets, liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates or market interest rates. These derivatives, which are designated cash flow hedges, are carried at fair value. The changes in their fair values are recorded to Accumulated Other Comprehensive Income (Loss) ("AOCI") and reclassified in current earnings when the hedge contract matures or becomes ineffective. To manage its exposure to foreign currency exchange rates, the Company has entered into currency deliverable forward contracts. These derivative instruments allow the Company to hedge portions of its forecasted sales and purchases, which are expected to occur within the next twelve months and are denominated in non-functional currencies. The Company maintains a foreign currency cash flow hedging program to primarily reduce the risk that the net U.S. dollar cash inflows from non-U.S. dollar sales and non-U.S. dollar net cash outflows from procurement activities which can be adversely affected by changes in foreign currency exchange rates. At June 30, 2016 , and December 31, 2015 the notional value of the derivatives related to currency forward contracts, principally the Chinese yuan, Malaysian ringgit and Philippine peso was $60.0 million and $46.1 million , respectively. To manage its exposure to market risk for changes in interest rates based on the structure of its Credit Facilities, the Company entered into an interest rate swap on November 12, 2014 to convert variable interest rate payments into a fixed rate on a notional amount of $100.0 million of debt for monthly interest payments starting in January 2016 and ending in July 2018. The Company designated the swap as a cash flow hedge with re-measurement gains and losses recorded through AOCI. Economic (Non-Designated) Hedging In addition to derivative instruments that are designated and qualify for hedge accounting, the Company also uses certain derivatives as economic hedges of foreign currency risk. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effectively economic hedges. The changes in fair value of these economic hedges are immediately recognized into earnings. The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange rates have on certain monetary assets and liabilities denominated in non-functional currencies. The Company does not enter into these hedges for speculative reasons. These derivatives are carried at fair value with changes in the fair value recorded in Other (income) expense, net. In addition, these derivative instruments minimize the impact of exchange rate movements on the Company’s balance sheet, as the gains or losses on these derivatives are intended to offset gains and losses from the reduction of the hedged assets and liabilities. At June 30, 2016 and December 31, 2015 , the notional value of the derivatives related to economic hedging was $ 2.0 million and $0.8 million , respectively. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates, or other financial indices. The Company does not view the fair values of its derivatives in isolation, but rather in relation to the fair values or cash flows of the underlying hedged transactions or other exposures. Virtually all of our derivatives are straightforward over-the-counter instruments with liquid markets. Fair Value Measurements All derivatives are carried at fair value on the Company’s Consolidated Balance Sheets. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. Level 3 - Unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company determines the fair values of its derivatives based on standard valuation models or observable market inputs such as quoted market prices, foreign currency exchange rates or interest rates; therefore, the Company classifies the derivatives within Level 2 of the valuation hierarchy. The following table sets forth the fair values of derivative instruments held by the Company at June 30, 2016 and December 31, 2015 and the balance sheet lines to which they are recorded (in millions): Hedge Type Balance Sheet Line Item June 30, 2016 December 31, 2015 Cash flow hedges Prepaid and other current assets $ 0.9 $ — Cash flow hedges Other accrued expenses 1.7 1.1 Cash flow hedges Other liabilities 1.3 0.6 Economic hedges Other accrued expenses — 0.1 Accounting for derivatives requires that derivative instruments be recognized as either assets or liabilities at fair value. However, accounting for the gains and losses resulting from changes in fair value depends upon the use of the derivative and whether it is considered designated and qualified for hedge accounting. For non-designated foreign currency economic hedge derivative contracts, for which the Company does not apply hedge accounting, the changes in fair value of the derivative instrument are immediately recognized in earnings within Other (income) expense, net. For currency forward contracts and interest rate swaps, which are designated as cash flow hedge derivatives and for which the Company applies hedge accounting guidance, the fair value of the effective portion of these hedges is recorded within AOCI and reclassified and recognized in current earnings when the hedge contract matures or is determined to be ineffective. As a result, the Company has recorded losses of $0.3 million and $1.4 million to AOCI on the Company’s Consolidated Balance Sheet as of June 30, 2016 and December 31, 2015 , respectively. For economic hedges, for which the Company does not apply hedge accounting, the following losses were recorded for the three and six months ended June 30, 2016 and 2015 : (in millions) Three Months Ended June 30, Six Months Ended June 30, Hedge Type Income Statement Line 2016 2015 2016 2015 Economic hedges Other (income) expense, net $ (0.6 ) $ 1.0 $ — $ 0.1 The following table presents the pre-tax impact of changes in the fair values of the designated derivatives, which qualify for hedge accounting during the three and six months ended June 30, 2016 and 2015 . Knowles reclassified these losses out of AOCI into Other income, net as follows: (in millions) Three Months Ended June 30, Six Months Ended June 30, Hedge Type Income Statement Line 2016 2015 2016 2015 Cash flow hedges Other income, net $ (0.3 ) $ — $ (0.2 ) $ — |
Borrowings
Borrowings | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings (net of debt issuance costs, debt discount and amortization) consist of the following: (in millions) June 30, 2016 December 31, 2015 3.25% Convertible Senior Notes $ 131.8 $ — Term loan and revolving credit facility 263.0 428.8 Total 394.8 428.8 Less: current maturities 2.6 29.6 Total long-term debt $ 392.2 $ 399.2 In connection with the offering of the 3.25 % Convertible Senior Notes, the Company entered into a fourth amendment to its Credit Agreement, which revised the term loan amortization payments as of June 30, 2016 to the following: (in millions) Q3 - Q4 2016 2017 2018 2019 2020 Loan amortization payments (1) $ — $ 10.8 $ 14.4 $ 93.3 $ — (1) There are no principal payments due under the 3.25% Convertible Senior Notes or the revolving credit facility during the period 2016-2020. 3.25% Convertible Senior Notes Due November 1, 2021 In May 2016, the Company issued $172.5 million aggregate principal amount of 3.25% convertible senior notes (the "Notes") due November 1, 2021, unless earlier repurchased by the Company or converted pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on November 1, 2016. The Notes are governed by an Indenture (the "Indenture") between the Company, as issuer, and U.S. Bank National Association as trustee. Upon conversion, the Company will pay or deliver cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The initial conversion rate is 54.2741 shares of common stock per $1,000 principal amount of Notes. The initial conversion price is $18.4250 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may be required, in certain circumstances, to increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Prior to the close of business on the business day immediately preceding August 1, 2021, the Notes will be convertible only under the following circumstances: = during any calendar quarter commencing after the calendar quarter ending on June 30, 2016, and only during such calendar quarters if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; = during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or = upon the occurrence of specified corporate events. On or after August 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. A s of June 30, 2016 , the Notes were not yet convertible. The Notes are the Company’s senior unsecured obligations. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability component, totaling $5.0 million , are being amortized to expense over the term of the Notes, and issuance costs attributable to the equity component, totaling $1.3 million , were netted with the equity component in stockholders' equity. Additionally, the Company recorded a deferred tax asset of $0.5 million on a portion of the equity component transaction costs which are deductible for tax purposes and immediately recorded a valuation allowance against this deferred tax asset. The Notes consist of the following: (in millions) June 30, 2016 Liability component: Principal $ 172.5 Less: debt issuance costs, debt discount, net of amortization (1) (40.7 ) Net carrying amount $ 131.8 Equity component (2) $ 29.9 (1) Inclusive of $0.8 million of short-term debt issuance costs. (2) Recorded in the consolidated balance sheets within additional paid-in capital, inclusive of the $1.3 million of issuance costs in equity. The total estimated fair value of the Company’s 3.25% Senior Notes at June 30, 2016 was $173.4 million . The fair value was determined based on the closing trading price per $100 of the 3.25% Senior Notes as of the last day of trading for the second quarter of 2016. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2016 3.25% coupon $ 1.0 $ 1.0 Amortization of debt issuance costs 0.1 0.1 Amortization of debt discount 0.9 0.9 Total $ 2.0 $ 2.0 Note Hedges To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions (the “Note Hedges”) with respect to its common stock. In the second quarter of 2016, the Company paid an aggregate amount of $44.5 million for the Note Hedges. The Note Hedges will expire upon maturity of the Notes. The Note Hedges are intended to offset the potential dilution upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes in the event that the market value per share of the Company's common stock, as measured under the Note Hedges, is greater than the strike price of the Note Hedges, which initially corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. The Note Hedges are separate transactions entered into by the Company, and are not part of the Notes or the Warrants, and have been accounted for as part of additional paid-in capital. Holders of the Notes do not have any rights with respect to the Note Hedges. Warrants In addition to the Note Hedges, in the second quarter of 2016, the Company entered into warrant transactions, whereby the Company sold warrants (the “Warrants”) to acquire shares of the Company's common stock at a strike price of $21.1050 per share. The Company received aggregate proceeds of $39.1 million from the sale of the Warrants. If the market price per share of the Company's common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect on the Company's common stock, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants are separate transactions entered into by the Company, and are not part of the Notes or the Note Hedges, and have been accounted for as part of additional paid-in capital. Holders of the Notes and Note Hedges do not have any rights with respect to the Warrants. Term Loan and Revolving Credit Facility Term loan and revolving credit facility borrowings consist of the following: (in millions) June 30, 2016 December 31, 2015 Term loan due January 2019 $ 118.5 $ 285.0 $300.0 million revolving credit facility due January 2019 145.0 145.0 Less: debt issuance costs, net of amortization (0.5 ) (1.2 ) Total 263.0 428.8 Less: current maturities (1) 3.4 29.6 Long-term portion $ 259.6 $ 399.2 (1) Inclusive of $0.2 million of short-term debt issuance costs. The $300.0 million five -year senior secured revolving credit facility, as well as a five -year senior secured term loan facility, which are referred to collectively as the "Credit Facilities," include a requirement, to be tested quarterly, that the Company maintains both (i) "Interest Coverage Ratio" a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.25 to 1.0, (ii) "Leverage Ratio" a maximum ratio of consolidated total indebtedness to consolidated EBITDA of 3.75 to 1.0 and (iii) added a definition for the “Senior Secured Leverage Ratio” and set a requirement for it not to exceed 3.25 . The Senior Secured Leverage Ratio is total indebtedness less the Notes. For these ratios, consolidated EBITDA and consolidated interest expense are calculated using the most recent four consecutive fiscal quarters in a manner defined in the credit agreement governing the Credit Facilities. At June 30, 2016 , the Company was in compliance with these covenants and it expects to remain in compliance with all of its debt covenants over the next twelve months. On February 9, 2016, the Company entered into a third amendment to its Credit Agreement. The third amendment, among other things, amended the definition of “Consolidated EBITDA” in the Credit Agreement to allow adjustments for (i) the amount by which consolidated net income has been reduced by net losses attributable to the "Speaker and Receiver Discontinued Operations" (defined as the operations (including assets held for sale) comprising the speaker and receiver product line of the Company’s MCE segment that have been disposed of, abandoned or discontinued or which were being held for sale) for any fiscal quarter ending on or prior to December 31, 2016 and (ii) cash costs and expenses incurred in connection with the Speaker and Receiver Discontinued Operations on or prior to March 31, 2017, with an aggregate cap on adjustments attributable to such cash costs and expenses of $45.0 million ; provided that, in each case, such adjustments to Consolidated EBITDA attributable to the Speaker and Receiver Discontinued Operations shall be disregarded in calculating the leverage ratio for purposes of determining the Applicable Rate (as defined in the Credit Agreement). The third amendment also includes permanent reduction by the Company of the aggregate revolving commitment under the Credit Agreement from $350.0 million to $300.0 million . On April 27, 2016, the Company entered into a fourth amendment to its Credit Agreement in connection with the Company's offering of the Notes. The fourth amendment, among other things (i) added language to permit the Company to execute the offering of the Notes and the related transactions, (ii) amended the requirement of the Leverage Ratio for it not to exceed 3.75 to 1.0 (previously 3.25 to 1.0) and (iii) added a definition for the Senior Secured Leverage Ratio and set a requirement for it not to exceed 3.25 to 1.0. The interest rate under the Credit Facilities is variable based on LIBOR at the time of the borrowing and the Company's leverage as measured by a total indebtedness to Consolidated EBITDA ratio. Based upon the Company's total indebtedness to Consolidated EBITDA ratio, the Company's borrowing rate could range from LIBOR + 1.25% to LIBOR + 2.25% . In addition, a commitment fee accrues on the average daily unused portion of the revolving facility at a rate of 0.2% to 0.4% . The weighted-average interest rate for the Credit Facilities was 2.69% and 2.18% for the six months ended June 30, 2016 and 2015 , respectively. The weighted-average commitment fee on the revolving line of credit was 0.40% and 0.35% for the six months ended June 30, 2016 and 2015 , respectively. See Note 8. Hedging Transactions and Derivative Instruments for information on derivatives used to manage interest rate risk. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes for the interim periods presented have been included in the accompanying Consolidated Financial Statements on the basis of an estimated annual effective tax rate ("ETR"). The determination of the consolidated provision for income taxes requires management to make certain judgments and estimates. Changes in the estimated level of annual pre-tax earnings, tax laws and changes resulting from tax audits can affect the overall effective income tax rate, which impacts the level of income tax expense and net income. Judgments and estimates related to the Company’s projections and assumptions are inherently uncertain; therefore, actual results could differ materially from projections. The year-to-date ETR deviates from the statutory U.S. federal income tax rate, mainly due to the taxing jurisdictions in which the Company and its foreign subsidiaries generate taxable income or loss, the favorable impact of its significant tax holidays in Malaysia and judgments as to the realizability of the Company’s deferred tax assets. The Company's ETR from continuing operations for the three and six months ended June 30, 2016 was a 25.9% provision and a 24.5% provision , respectively. During the three and six months ended June 30, 2016 , the ETR from continuing operations was impacted by discrete items totaling $0.1 million of benefit and $1.0 million of expense , respectively. The $1.0 million of expense for the six months ended June 30, 2016 is primarily related to a $0.9 million discrete tax expense for U.S. operations. Absent the discrete items, the ETR from continuing operations for the three and six months ended June 30, 2016 was a 27.8% provision and a 18.1% provision , respectively. The change in the ETR, excluding the discrete items, was due to the mix of earnings and losses by taxing jurisdictions. The Company's ETR from continuing operations for the three and six months ended June 30, 2015 was a 0.7% provision and a 20.8% provision , respectively. During the three and six months ended June 30, 2015 , the ETR from continuing operations was impacted by discrete items totaling $0.9 million of benefit and $1.6 million of expense , respectively. During the six months ended June 30, 2015 , the Company recorded a valuation allowance of $2.0 million on certain U.S. deferred tax assets as the Company believes it is more likely than not that these assets will not be realized. Absent the discrete items, the ETR from continuing operations for the three and six months ended June 30, 2015 was a 7.5% provision and a 13.9% provision , respectively. The ETR is favorably impacted by two tax holidays granted to the Company in Malaysia effective through December 31, 2021. For additional information on these tax holidays, refer to Note 17. Subsequent Events . The continuing operations benefit of these incentives for the three and six months ended June 30, 2016 was approximately $2.8 million and $6.2 million , respectively. The continuing operations benefit of the tax holidays on a per share basis for the three and six months ended June 30, 2016 was $0.03 per share and $0.07 per share, respectively. The continuing operations benefit of these incentives for the three and six months ended June 30, 2015 was approximately $1.7 million and $5.2 million , respectively. The continuing operations benefit of the tax holidays on a per share basis for the three and six months ended June 30, 2015 was $0.02 per share and $0.06 per share, respectively. |
Equity Incentive Program
Equity Incentive Program | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Equity Incentive Program | Stock-based compensation expense recognized in the Consolidated Statements of Earnings totaled $5.6 million and $3.2 million for the three months ended June 30, 2016 and 2015 , respectively. For the six months ended June 30, 2016 and 2015 , stock-based compensation expense was $11.0 million and $5.9 million , respectively. Stock Option s The expense related to stock options granted in the six months ended June 30, 2016 and 2015 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below. Six Months Ended June 30, 2016 2015 Risk-free interest rate 1.04% to 1.12 % 1.24% to 1.44 % Dividend yield —% —% Expected life (years) 4.5 4.5 Volatility 37.0% to 39.6 % 42.4% Fair value at date of grant $3.76 to $4.27 $6.59 to $6.88 The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the six months ended June 30, 2016 (in millions except share and per share amounts). SSARs Stock Options Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2015 1,013,780 $ 20.92 3,165,556 $ 22.58 Granted — — 2,025,591 11.18 Exercised (44,838 ) 14.28 — — Forfeited — — (151,297 ) 19.28 Expired (5,672 ) 15.32 (10,133 ) 23.01 Outstanding at June 30, 2016 963,270 $ 21.26 $ 0.1 5.4 5,029,717 $ 18.09 $ 5.0 6.0 Exercisable at June 30, 2016 963,270 $ 21.26 $ 0.1 5.4 950,696 $ 22.87 $ — 5.3 There was no unrecognized compensation expense related to SSARs at June 30, 2016 . At June 30, 2016 , unrecognized compensation expense related to stock options not yet exercisable was $18.5 million and is expected to be recognized over a weighted-average period of 1.4 years. RSUs The following table summarizes the Company's restricted stock unit ("RSU") balances for the six months ended June 30, 2016 . Share units Weighted-average grant date fair value Unvested at December 31, 2015 1,079,994 $ 24.41 Granted 1,489,187 11.92 Vested (289,786 ) 20.24 Forfeited (103,150 ) 17.36 Unvested at June 30, 2016 2,176,245 $ 15.23 At June 30, 2016 , $25.3 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 1.6 years. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Basic and diluted earnings per share were computed as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions except share and per share amounts) 2016 2015 2016 2015 (Loss) earnings from continuing operations $ (6.8 ) $ 13.3 $ (19.3 ) $ 18.3 Loss from discontinued operations, net (17.8 ) (29.4 ) (34.7 ) (50.2 ) Net loss $ (24.6 ) $ (16.1 ) $ (54.0 ) $ (31.9 ) Basic (loss) earnings per common share: (Loss) earnings from continuing operations $ (0.08 ) $ 0.16 $ (0.22 ) $ 0.22 Loss from discontinued operations, net $ (0.20 ) $ (0.35 ) $ (0.39 ) $ (0.59 ) Net loss $ (0.28 ) $ (0.19 ) $ (0.61 ) $ (0.37 ) Weighted average shares outstanding 88,652,453 85,144,298 88,594,597 85,126,040 Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (0.08 ) $ 0.16 $ (0.22 ) $ 0.22 Loss from discontinued operations, net $ (0.20 ) $ (0.35 ) $ (0.39 ) $ (0.59 ) Net loss $ (0.28 ) $ (0.19 ) $ (0.61 ) $ (0.37 ) Weighted-average shares outstanding 88,652,453 85,292,561 88,594,597 85,291,578 For the three and six months ended June 30, 2016 , the weighted-average number of anti-dilutive potential common shares excluded from the calculation above was 5,855,448 and 5,579,582 , respectively. For the three and six months ended June 30, 2015 , the weighted-average number of anti-dilutive potential common shares excluded from the calculation above was 3,381,700 and 2,958,447 , respectively. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of its business, including those related to intellectual property, which may be owned by it or others. The Company owns many patents covering products, technology and manufacturing processes. Some of these patents have been and may continue to be challenged by others. In appropriate cases, the Company has taken and will take steps to protect and defend its patents and other intellectual property, including through the use of legal proceedings in various jurisdictions around the world. Such steps have resulted in and may continue to result in retaliatory legal proceedings, including litigation or other legal proceedings in various jurisdictions and forums around the world alleging infringement by the Company of patents owned by others. The costs of investigations and legal proceedings, particularly multi-forum litigation, relating to the enforcement and defense of the Company’s intellectual property, may be substantial. Additionally, in multi-forum disputes, the Company may incur adverse judgments with regard to certain claims in certain jurisdictions and forums while still contesting other related claims against the same opposing party in other jurisdictions and forums. Although the ultimate outcome of any legal proceeding or claim cannot be predicted with certainty, based on present information, including management’s assessment of the merits of the particular claim, the Company does not expect that any asserted or unasserted legal proceedings or claims, individually or in the aggregate, will have a material adverse effect on its cash flow, results of operations or financial condition. Audience IPO-Related Litigation On September 13, 2012, a purported shareholder filed a class action complaint in the Superior Court of the State of California for Santa Clara County against Audience, the members of its board of directors, two of its executive officers and the underwriters of Audience’s initial public offering ("IPO"). The complaint sought, among other things, compensatory damages, rescission and attorney’s fees and costs. On January 16, 2015, the court granted plaintiff’s motion to certify a class. A trial had been scheduled for January 25, 2016 however, on July 23, 2015, an agreement in principle to settle the action was reached, subject to approval of the court. On October 19, 2015, the parties executed a stipulation of settlement. On June 10, 2016, the court entered an order which approved the settlement by which Audience’s insurance carriers paid $6.0 million to the class in exchange for releases and attorney's fees and other costs in the cumulative sum of $1.9 million . Audience Acquisition-Related Litigation Between May 15 and May 29, 2015, five substantially similar class action lawsuits challenging the proposed acquisition of Audience were filed in the Superior Court of California, Santa Clara County, against the members of Audience’s board of directors and the Company, among others. The lawsuits were subsequently consolidated into a single action. The complaints allege that the members of Audience’s board of directors breached their fiduciary duties to Audience shareholders in connection with the proposed acquisition and that the Company aided and abetted these alleged violations. The plaintiffs sought to enjoin the acquisition, as well as, among other things, compensatory damages and attorney’s fees and costs. In June 2015, the parties reached an agreement-in-principle providing for the settlement of the litigation on the terms and conditions set forth in a memorandum of understanding (the “MOU”). Pursuant to the terms of the MOU, without agreeing that any of the claims in the litigation have merit or that any supplemental disclosure was required under any applicable statute, rule, regulation or law, Audience agreed to make certain supplemental and amended disclosures in its statement in support of the acquisition filed with the Securities and Exchange Commission. Notices summarizing the terms of the settlement had been circulated to Audience shareholders and on July 29, 2016 the court entered a final order approving the settlement and awarded attorney's fees to the plaintiffs in the amount of $0.4 million . The Company will have ten business days from the date that the court enters its final order approving the settlement to pay the fees. As of June 30, 2016 , the Company has accrued $0.5 million of legal reserves on the Consolidated Balance Sheet. Intellectual Property Infringement Claims The Company may, on a limited customer specific basis, provide contractual indemnities for certain losses that arise out of claims that its products infringe on the intellectual property of others. Historically, the Company has not made significant payments under such indemnity arrangements. Other than the litigation noted above, the Company’s legal reserves were not significant at June 30, 2016 and December 31, 2015 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | The Company's two reportable segments are Mobile Consumer Electronics and Specialty Components. Information regarding the Company's reportable segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Revenue: Mobile Consumer Electronics $ 82.2 $ 84.2 $ 165.5 $ 166.9 Specialty Components 108.1 108.6 210.1 212.5 Total consolidated revenue $ 190.3 $ 192.8 $ 375.6 $ 379.4 (Loss) earnings before interest and income taxes: Mobile Consumer Electronics $ (5.9 ) $ 14.0 $ (14.5 ) $ 23.9 Specialty Components 18.0 16.3 33.6 29.0 Total segments 12.1 30.3 19.1 52.9 Corporate expense / other 11.7 13.8 25.1 24.3 Interest expense 5.8 3.1 9.5 5.5 (Loss) earnings before income taxes and discontinued operations (5.4 ) 13.4 (15.5 ) 23.1 Provision for income taxes 1.4 0.1 3.8 4.8 (Loss) earnings from continuing operations $ (6.8 ) $ 13.3 $ (19.3 ) $ 18.3 |
Recent Accounting Standards
Recent Accounting Standards | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This standard is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In February 2016, the FASB issued ASU 2016-02, which requires a lessee to recognize a lease liability and asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The standard requires a modified retrospective transition method for all entities. This ASU also provides clarification surrounding the presentation of the effects of the leases in the income statement and statement of cash flows. This standard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In January 2016, the FASB issued ASU 2016-01, which requires a company to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued ASU 2015-11, a final standard that simplifies the subsequent measurement of inventory by replacing the lower of cost or market test under current U.S. GAAP. Under the current guidance, the subsequent measurement of inventory is measured at the lower of cost or market, where “market” may have multiple possible outcomes. The new guidance requires subsequent measurement of inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs to sell (completion, disposal, and transportation). This standard is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15 that requires management to evaluate, for each annual and interim reporting period, whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued. If substantial doubt is raised, additional disclosures around management’s plan to alleviate these doubts are required. This standard will become effective for fiscal years ending after December 15, 2016 and for all reporting periods thereafter. In May 2014, the FASB issued ASU 2014-09 that provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. Subsequently, in July 2015, the FASB elected to delay the effective date of the standard by one year to annual and interim periods beginning after December 15, 2017, which will require the Company to adopt these provisions in the first quarter of fiscal year 2018. Early application is permitted beginning with annual and interim periods beginning after December 15, 2016. This update permits the use of either the retrospective or cumulative effect transition method. In May 2016, the FASB issued ASU 2016-12, which removes the requirement to disclose the effect of the accounting change in the period of adoption, but still requires the Company to disclose the effect of the changes on any prior periods retrospectively adjusted. The Company is currently evaluating the effect this guidance will have on the Company's Consolidated Financial Statements and related disclosures. The Company intends to adopt the modified retrospective method when applying the new guidance and has not yet determined the effect on its Consolidated Financial Statements. Recently Adopted Accounting Standards In September 2015, the FASB issued an ASU 2015-16 that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. This standard was effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2016. The Company's adoption of this standard did not have a significant impact on its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03 and updated the aforementioned in August 2015 through the issuance of 2015-15, which require debt issuance costs related to a recognized debt liability or line of credit, respectively, be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability or line of credit, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The Company adopted this guidance effective January 1, 2016 and applied it retrospectively to all prior periods presented. As a result of this adoption, debt issuance costs of $1.2 million were reclassified from assets to reduce current and long-term debt as of December 31, 2015. In April 2014, the FASB issued ASU 2014-08, which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations - that is, a major effect on the organization's operations and financial results should be presented as discontinued operations. Examples include a disposal of a major geographic area, a major line of business - or a major equity method investment. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. Although this standard was effective for the Company as of the first quarter of 2015, the Company did not have discontinued operations until the first quarter of 2016, at which time, the Company adopted this guidance effective January 1, 2016 and applied it to all prior periods presented. Refer to Note 2. Discontinued Operations for additional information. Certain amounts in prior years have been reclassified to conform to the current year presentation as a result of recently adopted accounting standards. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | On July 7, 2016, Knowles completed the previously announced sale of its speaker and receiver product line for $45.0 million in cash, less purchase price adjustments for a net amount received of $40.6 million . As discussed in Note 11. Income Taxes , the Company's effective tax rate is favorably impacted by two tax holidays in Malaysia that are currently effective through December 31, 2021. Each of our tax holidays is subject to the Company’s satisfaction of certain conditions, including investment and revenue generation in Malaysia. As a result of the sale of our speaker and receiver product line, we will not satisfy all the conditions to our tax holiday in Malaysia which were previously negotiated with the Malaysian tax authorities that are scheduled to be effective on January 1, 2017. We have proposed revised conditions to the Malaysian authorities and are currently in discussions with them regarding our proposal. Based on those discussions, the Company has no reason to believe that it will not be successful in negotiating revised conditions with the Malaysian tax authorities and maintaining the extension of its tax holiday in Malaysia through 2021. However, there can be no assurance that we will be successful in reaching an agreement with the Malaysian authorities or that our tax holiday in Malaysia will be extended beyond December 31, 2016. If we are unsuccessful in reaching an agreement to extend our tax holiday in Malaysia beyond December 31, 2016, we anticipate that our effective tax rate in future years will be negatively impacted. For additional information, refer to Note 2. Discontinued Operations . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting Policy | The accompanying unaudited interim Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP" or “U.S. GAAP”) for complete financial statements. These unaudited interim Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. The unaudited interim Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. On July 1, 2015, the Company completed its acquisition of all of the outstanding shares of common stock (“Shares”) of Audience, Inc. ("Audience"). The financial results of Audience were included in the Company's consolidated statements of comprehensive earnings and statement of cash flows beginning July 1, 2015 and the consolidated balance sheet as of September 30, 2015. As discussed in Note 2. Discontinued Operations , the Company reclassified the speaker and receiver product line within the Mobile Consumer Electronics ("MCE") segment to discontinued operations in the first quarter of 2016 based on intentions to divest the product line. Therefore, the Company has classified the results of operations and related assets and liabilities for the product line as discontinued operations for all periods presented. |
Recent Accounting Standards New
Recent Accounting Standards New Accounting Pronouncements, Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as the classification of related matters in the statement of cash flows. This standard is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In February 2016, the FASB issued ASU 2016-02, which requires a lessee to recognize a lease liability and asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The standard requires a modified retrospective transition method for all entities. This ASU also provides clarification surrounding the presentation of the effects of the leases in the income statement and statement of cash flows. This standard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In January 2016, the FASB issued ASU 2016-01, which requires a company to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In July 2015, the FASB issued ASU 2015-11, a final standard that simplifies the subsequent measurement of inventory by replacing the lower of cost or market test under current U.S. GAAP. Under the current guidance, the subsequent measurement of inventory is measured at the lower of cost or market, where “market” may have multiple possible outcomes. The new guidance requires subsequent measurement of inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs to sell (completion, disposal, and transportation). This standard is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. The Company has not yet determined the effect of the standard on its ongoing financial reporting. In August 2014, the FASB issued ASU 2014-15 that requires management to evaluate, for each annual and interim reporting period, whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued. If substantial doubt is raised, additional disclosures around management’s plan to alleviate these doubts are required. This standard will become effective for fiscal years ending after December 15, 2016 and for all reporting periods thereafter. In May 2014, the FASB issued ASU 2014-09 that provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. Subsequently, in July 2015, the FASB elected to delay the effective date of the standard by one year to annual and interim periods beginning after December 15, 2017, which will require the Company to adopt these provisions in the first quarter of fiscal year 2018. Early application is permitted beginning with annual and interim periods beginning after December 15, 2016. This update permits the use of either the retrospective or cumulative effect transition method. In May 2016, the FASB issued ASU 2016-12, which removes the requirement to disclose the effect of the accounting change in the period of adoption, but still requires the Company to disclose the effect of the changes on any prior periods retrospectively adjusted. The Company is currently evaluating the effect this guidance will have on the Company's Consolidated Financial Statements and related disclosures. The Company intends to adopt the modified retrospective method when applying the new guidance and has not yet determined the effect on its Consolidated Financial Statements. Recently Adopted Accounting Standards In September 2015, the FASB issued an ASU 2015-16 that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. This standard was effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2016. The Company's adoption of this standard did not have a significant impact on its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03 and updated the aforementioned in August 2015 through the issuance of 2015-15, which require debt issuance costs related to a recognized debt liability or line of credit, respectively, be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability or line of credit, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The Company adopted this guidance effective January 1, 2016 and applied it retrospectively to all prior periods presented. As a result of this adoption, debt issuance costs of $1.2 million were reclassified from assets to reduce current and long-term debt as of December 31, 2015. In April 2014, the FASB issued ASU 2014-08, which includes amendments that change the requirements for reporting discontinued operations and require additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations - that is, a major effect on the organization's operations and financial results should be presented as discontinued operations. Examples include a disposal of a major geographic area, a major line of business - or a major equity method investment. Additionally, the ASU requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. Although this standard was effective for the Company as of the first quarter of 2015, the Company did not have discontinued operations until the first quarter of 2016, at which time, the Company adopted this guidance effective January 1, 2016 and applied it to all prior periods presented. Refer to Note 2. Discontinued Operations for additional information. Certain amounts in prior years have been reclassified to conform to the current year presentation as a result of recently adopted accounting standards. |
Discontinued Operations Disco26
Discontinued Operations Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Management conducts a strategic review of its business periodically. On February 11, 2016, the Company announced its intention to sell the speaker and receiver product line within the MCE business segment ("speaker and receiver product line"). On July 7, 2016, the Company completed the previously announced sale of its speaker and receiver product line for $45.0 million in cash, less purchase price adjustments for a net amount received of $40.6 million . See Note 17. Subsequent Events for additional information. The results of discontinued operations for the three months ended June 30, 2016 and 2015 reflect the net losses of the speaker and receiver product line. Summarized results of the Company's discontinued operations are as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Revenues $ 24.7 $ 48.2 $ 45.1 $ 100.1 Cost of goods sold 27.1 62.7 55.7 123.0 Restructuring charges - cost of goods sold 7.2 0.2 9.3 0.4 Gross Profit (9.6 ) (14.7 ) (19.9 ) (23.3 ) Research and development expenses 3.2 4.5 6.7 7.9 Selling and administrative expenses 4.9 9.8 8.1 19.6 Restructuring charges 1.4 0.1 1.8 0.3 Operating Expenses 9.5 14.4 16.6 27.8 Loss from discontinued operations before taxes (19.1 ) (29.1 ) (36.5 ) (51.1 ) Benefit from income taxes (1.3 ) 0.3 (1.8 ) (0.9 ) Loss from discontinued operations, net of tax $ (17.8 ) $ (29.4 ) $ (34.7 ) $ (50.2 ) Assets and liabilities of discontinued operations are summarized below: (in millions) June 30, 2016 December 31, 2015 Assets of Discontinued Operations: Accounts receivable $ 15.8 $ 47.2 Inventories, net 21.9 33.6 Prepaid and other current assets 1.9 2.0 Total current assets 39.6 82.8 Property, plant and equipment, net 7.1 9.5 Goodwill (1) 18.7 — Other assets and deferred charges 1.0 0.7 Total assets $ 66.4 $ 93.0 Liabilities of Discontinued Operations: Accounts payable $ 15.5 $ 39.3 Other current liabilities 11.9 11.8 Total current liabilities 27.4 51.1 Other liabilities 2.2 2.1 Total liabilities $ 29.6 $ 53.2 (1) As of March 31, 2016, the Company should have allocated $18.7 million of Goodwill to the Assets of discontinued operations. As of June 30, 2016, this correction is shown as an asset within the speaker and receiver product line. The following table presents the depreciation, amortization and purchases of property, plant and equipment of discontinued operations related to the speaker and receiver product line: Six Months Ended June 30, (in millions) 2016 2015 Depreciation $ 1.1 $ 17.2 Amortization of intangible assets $ — $ 11.4 Additions to property, plant and equipment $ 2.5 $ 14.0 Additions to property, plant and equipment included in accounts payable at June 30, 2016 and 2015 were $0.7 million and $2.1 million , respectively. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory, Net [Abstract] | |
Components of Inventory | The following table details the major components of inventories, net: (in millions) June 30, 2016 December 31, 2015 Raw materials $ 70.7 $ 66.4 Work in progress 18.4 14.2 Finished goods 88.3 75.2 Subtotal 177.4 155.8 Less reserves (38.4 ) (37.4 ) Total $ 139.0 $ 118.4 |
Property, Plant and Equipment28
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Components of property, plant and equipment, net | The following table details the major components of property, plant and equipment, net: (in millions) June 30, 2016 December 31, 2015 Land $ 11.2 $ 11.3 Buildings and improvements 118.9 118.4 Machinery, equipment and other 488.8 479.9 Subtotal 618.9 609.6 Less accumulated depreciation (410.3 ) (394.3 ) Total $ 208.6 $ 215.3 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The following table provides the changes in carrying value of goodwill by reportable segment for the six months ended June 30, 2016 : (in millions) Mobile Consumer Electronics Specialty Components Total Balance at December 31, 2015 $ 740.0 $ 185.8 $ 925.8 Allocation to discontinued operations (1) (18.7 ) — (18.7 ) Acquisition adjustment 0.2 — 0.2 Foreign currency translation 6.0 — 6.0 Balance at June 30, 2016 $ 727.5 $ 185.8 $ 913.3 (1) As of March 31, 2016, the Company should have allocated $18.7 million of Goodwill to the Assets of discontinued operations. As of June 30, 2016, this correction is shown as a reduction to goodwill within the MCE segment. This correction is considered immaterial to the previously issued March 31, 2016 financial statements. |
Schedule of Intangible Assets | The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: June 30, 2016 December 31, 2015 (in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Trademarks $ 0.3 $ 0.2 $ 0.3 $ 0.2 Patents 42.9 16.9 42.9 14.5 Customer Relationships 156.2 149.5 156.1 143.4 Unpatented Technologies 92.4 71.3 92.4 68.6 Other 3.1 3.1 3.1 3.1 Total 294.9 241.0 294.8 229.8 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 85.9 $ 97.0 |
Restructuring and Related Act30
Restructuring and Related Activities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table details restructuring charges incurred by reportable segment for the periods presented: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Mobile Consumer Electronics $ 3.1 $ — $ 6.1 $ — Specialty Components (1) 0.8 0.4 2.1 (0.3 ) Corporate — — 0.4 — Total $ 3.9 $ 0.4 $ 8.6 $ (0.3 ) |
Schedule of Restructuring Reserve by Type of Cost | The following table details the Company’s severance and other restructuring accrual activity: (in millions) Severance Pay and Benefits Contract Termination and Other Costs Total Balance at December 31, 2015 $ 7.7 $ 1.1 $ 8.8 Restructuring charges 7.3 1.3 8.6 Payments (5.5 ) (1.4 ) (6.9 ) Other, including foreign currency 0.1 — 0.1 Balance at June 30, 2016 $ 9.6 $ 1.0 $ 10.6 |
Schedule of Restructuring Reserve by Balance Sheet Location | The severance and restructuring accruals are recorded in the following accounts on the Consolidated Balance Sheet: (in millions) June 30, 2016 December 31, 2015 Other accrued expenses $ 10.3 $ 8.7 Other liabilities 0.3 0.1 Total $ 10.6 $ 8.8 |
Hedging Transaction and Deriv31
Hedging Transaction and Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments, Balance Sheet Location | The following table sets forth the fair values of derivative instruments held by the Company at June 30, 2016 and December 31, 2015 and the balance sheet lines to which they are recorded (in millions): Hedge Type Balance Sheet Line Item June 30, 2016 December 31, 2015 Cash flow hedges Prepaid and other current assets $ 0.9 $ — Cash flow hedges Other accrued expenses 1.7 1.1 Cash flow hedges Other liabilities 1.3 0.6 Economic hedges Other accrued expenses — 0.1 |
Schedule of Other Derivative Not Designated as Hedging Instruments, Statements of Financial Performance Location | For economic hedges, for which the Company does not apply hedge accounting, the following losses were recorded for the three and six months ended June 30, 2016 and 2015 : (in millions) Three Months Ended June 30, Six Months Ended June 30, Hedge Type Income Statement Line 2016 2015 2016 2015 Economic hedges Other (income) expense, net $ (0.6 ) $ 1.0 $ — $ 0.1 |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance Location | The following table presents the pre-tax impact of changes in the fair values of the designated derivatives, which qualify for hedge accounting during the three and six months ended June 30, 2016 and 2015 . Knowles reclassified these losses out of AOCI into Other income, net as follows: (in millions) Three Months Ended June 30, Six Months Ended June 30, Hedge Type Income Statement Line 2016 2015 2016 2015 Cash flow hedges Other income, net $ (0.3 ) $ — $ (0.2 ) $ — |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Borrowings (net of debt issuance costs, debt discount and amortization) consist of the following: (in millions) June 30, 2016 December 31, 2015 3.25% Convertible Senior Notes $ 131.8 $ — Term loan and revolving credit facility 263.0 428.8 Total 394.8 428.8 Less: current maturities 2.6 29.6 Total long-term debt $ 392.2 $ 399.2 |
Schedule of Convertible Debt | 3.25% Convertible Senior Notes Due November 1, 2021 In May 2016, the Company issued $172.5 million aggregate principal amount of 3.25% convertible senior notes (the "Notes") due November 1, 2021, unless earlier repurchased by the Company or converted pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on November 1, 2016. The Notes are governed by an Indenture (the "Indenture") between the Company, as issuer, and U.S. Bank National Association as trustee. Upon conversion, the Company will pay or deliver cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The initial conversion rate is 54.2741 shares of common stock per $1,000 principal amount of Notes. The initial conversion price is $18.4250 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture), the Company may be required, in certain circumstances, to increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Prior to the close of business on the business day immediately preceding August 1, 2021, the Notes will be convertible only under the following circumstances: = during any calendar quarter commencing after the calendar quarter ending on June 30, 2016, and only during such calendar quarters if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; = during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or = upon the occurrence of specified corporate events. On or after August 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. A s of June 30, 2016 , the Notes were not yet convertible. The Notes are the Company’s senior unsecured obligations. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability component, totaling $5.0 million , are being amortized to expense over the term of the Notes, and issuance costs attributable to the equity component, totaling $1.3 million , were netted with the equity component in stockholders' equity. Additionally, the Company recorded a deferred tax asset of $0.5 million on a portion of the equity component transaction costs which are deductible for tax purposes and immediately recorded a valuation allowance against this deferred tax asset. The Notes consist of the following: (in millions) June 30, 2016 Liability component: Principal $ 172.5 Less: debt issuance costs, debt discount, net of amortization (1) (40.7 ) Net carrying amount $ 131.8 Equity component (2) $ 29.9 (1) Inclusive of $0.8 million of short-term debt issuance costs. (2) Recorded in the consolidated balance sheets within additional paid-in capital, inclusive of the $1.3 million of issuance costs in equity. The total estimated fair value of the Company’s 3.25% Senior Notes at June 30, 2016 was $173.4 million . The fair value was determined based on the closing trading price per $100 of the 3.25% Senior Notes as of the last day of trading for the second quarter of 2016. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2016 3.25% coupon $ 1.0 $ 1.0 Amortization of debt issuance costs 0.1 0.1 Amortization of debt discount 0.9 0.9 Total $ 2.0 $ 2.0 Note Hedges To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions (the “Note Hedges”) with respect to its common stock. In the second quarter of 2016, the Company paid an aggregate amount of $44.5 million for the Note Hedges. The Note Hedges will expire upon maturity of the Notes. The Note Hedges are intended to offset the potential dilution upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes in the event that the market value per share of the Company's common stock, as measured under the Note Hedges, is greater than the strike price of the Note Hedges, which initially corresponds to the initial conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. The Note Hedges are separate transactions entered into by the Company, and are not part of the Notes or the Warrants, and have been accounted for as part of additional paid-in capital. Holders of the Notes do not have any rights with respect to the Note Hedges. Warrants In addition to the Note Hedges, in the second quarter of 2016, the Company entered into warrant transactions, whereby the Company sold warrants (the “Warrants”) to acquire shares of the Company's common stock at a strike price of $21.1050 per share. The Company received aggregate proceeds of $39.1 million from the sale of the Warrants. If the market price per share of the Company's common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect on the Company's common stock, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants are separate transactions entered into by the Company, and are not part of the Notes or the Note Hedges, and have been accounted for as part of additional paid-in capital. Holders of the Notes and Note Hedges do not have any rights with respect to the Warrants. |
Schedule of Term Loan and Revolving Credit Facilities | Term Loan and Revolving Credit Facility Term loan and revolving credit facility borrowings consist of the following: (in millions) June 30, 2016 December 31, 2015 Term loan due January 2019 $ 118.5 $ 285.0 $300.0 million revolving credit facility due January 2019 145.0 145.0 Less: debt issuance costs, net of amortization (0.5 ) (1.2 ) Total 263.0 428.8 Less: current maturities (1) 3.4 29.6 Long-term portion $ 259.6 $ 399.2 (1) Inclusive of $0.2 million of short-term debt issuance costs. The $300.0 million five -year senior secured revolving credit facility, as well as a five -year senior secured term loan facility, which are referred to collectively as the "Credit Facilities," include a requirement, to be tested quarterly, that the Company maintains both (i) "Interest Coverage Ratio" a minimum ratio of consolidated EBITDA to consolidated interest expense of 3.25 to 1.0, (ii) "Leverage Ratio" a maximum ratio of consolidated total indebtedness to consolidated EBITDA of 3.75 to 1.0 and (iii) added a definition for the “Senior Secured Leverage Ratio” and set a requirement for it not to exceed 3.25 . The Senior Secured Leverage Ratio is total indebtedness less the Notes. For these ratios, consolidated EBITDA and consolidated interest expense are calculated using the most recent four consecutive fiscal quarters in a manner defined in the credit agreement governing the Credit Facilities. At June 30, 2016 , the Company was in compliance with these covenants and it expects to remain in compliance with all of its debt covenants over the next twelve months. On February 9, 2016, the Company entered into a third amendment to its Credit Agreement. The third amendment, among other things, amended the definition of “Consolidated EBITDA” in the Credit Agreement to allow adjustments for (i) the amount by which consolidated net income has been reduced by net losses attributable to the "Speaker and Receiver Discontinued Operations" (defined as the operations (including assets held for sale) comprising the speaker and receiver product line of the Company’s MCE segment that have been disposed of, abandoned or discontinued or which were being held for sale) for any fiscal quarter ending on or prior to December 31, 2016 and (ii) cash costs and expenses incurred in connection with the Speaker and Receiver Discontinued Operations on or prior to March 31, 2017, with an aggregate cap on adjustments attributable to such cash costs and expenses of $45.0 million ; provided that, in each case, such adjustments to Consolidated EBITDA attributable to the Speaker and Receiver Discontinued Operations shall be disregarded in calculating the leverage ratio for purposes of determining the Applicable Rate (as defined in the Credit Agreement). The third amendment also includes permanent reduction by the Company of the aggregate revolving commitment under the Credit Agreement from $350.0 million to $300.0 million . On April 27, 2016, the Company entered into a fourth amendment to its Credit Agreement in connection with the Company's offering of the Notes. The fourth amendment, among other things (i) added language to permit the Company to execute the offering of the Notes and the related transactions, (ii) amended the requirement of the Leverage Ratio for it not to exceed 3.75 to 1.0 (previously 3.25 to 1.0) and (iii) added a definition for the Senior Secured Leverage Ratio and set a requirement for it not to exceed 3.25 to 1.0. The interest rate under the Credit Facilities is variable based on LIBOR at the time of the borrowing and the Company's leverage as measured by a total indebtedness to Consolidated EBITDA ratio. Based upon the Company's total indebtedness to Consolidated EBITDA ratio, the Company's borrowing rate could range from LIBOR + 1.25% to LIBOR + 2.25% . In addition, a commitment fee accrues on the average daily unused portion of the revolving facility at a rate of 0.2% to 0.4% . The weighted-average interest rate for the Credit Facilities was 2.69% and 2.18% for the six months ended June 30, 2016 and 2015 , respectively. The weighted-average commitment fee on the revolving line of credit was 0.40% and 0.35% for the six months ended June 30, 2016 and 2015 , respectively. See Note 8. Hedging Transactions and Derivative Instruments for information on derivatives used to manage interest rate risk. |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Components of other comprehensive (loss) earnings | The amounts recognized in other comprehensive loss were as follows: Three Months Ended Three Months Ended June 30, 2016 June 30, 2015 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (4.0 ) $ — $ (4.0 ) $ 8.3 $ — $ 8.3 Employee benefit plans — — — 0.1 — 0.1 Changes in fair value of cash flow hedges (2.0 ) 0.1 (1.9 ) — — — Other comprehensive (loss) income, net of tax $ (6.0 ) $ 0.1 $ (5.9 ) $ 8.4 $ — $ 8.4 Six Months Ended Six Months Ended June 30, 2016 June 30, 2015 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ 9.9 $ — $ 9.9 $ (43.1 ) $ — $ (43.1 ) Employee benefit plans — — — 0.3 (0.1 ) 0.2 Changes in fair value of cash flow hedges (0.4 ) 0.1 (0.3 ) (1.1 ) 0.4 (0.7 ) Other comprehensive income (loss), net of tax $ 9.5 $ 0.1 $ 9.6 $ (43.9 ) $ 0.3 $ (43.6 ) | |||
Changes in fair value of cash flow hedges, tax | $ 0.1 | $ 0 | $ 0.1 | $ 0.4 |
Other Comprehensive Loss | The amounts recognized in other comprehensive loss were as follows: Three Months Ended Three Months Ended June 30, 2016 June 30, 2015 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (4.0 ) $ — $ (4.0 ) $ 8.3 $ — $ 8.3 Employee benefit plans — — — 0.1 — 0.1 Changes in fair value of cash flow hedges (2.0 ) 0.1 (1.9 ) — — — Other comprehensive (loss) income, net of tax $ (6.0 ) $ 0.1 $ (5.9 ) $ 8.4 $ — $ 8.4 Six Months Ended Six Months Ended June 30, 2016 June 30, 2015 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ 9.9 $ — $ 9.9 $ (43.1 ) $ — $ (43.1 ) Employee benefit plans — — — 0.3 (0.1 ) 0.2 Changes in fair value of cash flow hedges (0.4 ) 0.1 (0.3 ) (1.1 ) 0.4 (0.7 ) Other comprehensive income (loss), net of tax $ 9.5 $ 0.1 $ 9.6 $ (43.9 ) $ 0.3 $ (43.6 ) The following tables summarize the changes in balances of each component of accumulated other comprehensive loss, net of tax, during the six months ended June 30, 2016 and 2015 : (in millions) Cash flow hedges Cumulative foreign currency translation adjustments Employee benefit plans Total Balance at December 31, 2015 $ (1.6 ) $ (113.1 ) $ (11.5 ) $ (126.2 ) Other comprehensive earnings (0.3 ) 9.9 — 9.6 Balance at June 30, 2016 $ (1.9 ) $ (103.2 ) $ (11.5 ) $ (116.6 ) (in millions) Cash flow hedges Cumulative foreign currency translation adjustments Employee benefit plans Total Balance at December 31, 2014 $ (0.2 ) $ (41.4 ) $ (11.7 ) $ (53.3 ) Other comprehensive loss (0.7 ) (43.1 ) 0.2 (43.6 ) Balance at June 30, 2015 $ (0.9 ) $ (84.5 ) $ (11.5 ) $ (96.9 ) During the three and six months ended June 30, 2016 , there were $0.3 million and $0.2 million of earnings reclassified from accumulated other comprehensive loss to earnings, respectively. Losses totaling $0.3 million were reclassified into earnings for the three months and six months ended June 30, 2015 . | |||
Schedule of (Loss) Earnings | The following tables summarize the changes in balances of each component of accumulated other comprehensive loss, net of tax, during the six months ended June 30, 2016 and 2015 : (in millions) Cash flow hedges Cumulative foreign currency translation adjustments Employee benefit plans Total Balance at December 31, 2015 $ (1.6 ) $ (113.1 ) $ (11.5 ) $ (126.2 ) Other comprehensive earnings (0.3 ) 9.9 — 9.6 Balance at June 30, 2016 $ (1.9 ) $ (103.2 ) $ (11.5 ) $ (116.6 ) (in millions) Cash flow hedges Cumulative foreign currency translation adjustments Employee benefit plans Total Balance at December 31, 2014 $ (0.2 ) $ (41.4 ) $ (11.7 ) $ (53.3 ) Other comprehensive loss (0.7 ) (43.1 ) 0.2 (43.6 ) Balance at June 30, 2015 $ (0.9 ) $ (84.5 ) $ (11.5 ) $ (96.9 ) During the three and six months ended June 30, 2016 , there were $0.3 million and $0.2 million of earnings reclassified from accumulated other comprehensive loss to earnings, respectively. Losses totaling $0.3 million were reclassified into earnings for the three months and six months ended June 30, 2015 . |
Equity Incentive Program (Table
Equity Incentive Program (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Black-Scholes Option-Pricing Assumptions | The expense related to stock options granted in the six months ended June 30, 2016 and 2015 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below. Six Months Ended June 30, 2016 2015 Risk-free interest rate 1.04% to 1.12 % 1.24% to 1.44 % Dividend yield —% —% Expected life (years) 4.5 4.5 Volatility 37.0% to 39.6 % 42.4% Fair value at date of grant $3.76 to $4.27 $6.59 to $6.88 |
Schedule of SSAR and Stock Options Activity | The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the six months ended June 30, 2016 (in millions except share and per share amounts). SSARs Stock Options Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2015 1,013,780 $ 20.92 3,165,556 $ 22.58 Granted — — 2,025,591 11.18 Exercised (44,838 ) 14.28 — — Forfeited — — (151,297 ) 19.28 Expired (5,672 ) 15.32 (10,133 ) 23.01 Outstanding at June 30, 2016 963,270 $ 21.26 $ 0.1 5.4 5,029,717 $ 18.09 $ 5.0 6.0 Exercisable at June 30, 2016 963,270 $ 21.26 $ 0.1 5.4 950,696 $ 22.87 $ — 5.3 |
Schedule of Restricted Stock Units Award Activity | The following table summarizes the Company's restricted stock unit ("RSU") balances for the six months ended June 30, 2016 . Share units Weighted-average grant date fair value Unvested at December 31, 2015 1,079,994 $ 24.41 Granted 1,489,187 11.92 Vested (289,786 ) 20.24 Forfeited (103,150 ) 17.36 Unvested at June 30, 2016 2,176,245 $ 15.23 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of information used in computing basic and diluted earnings per share | Basic and diluted earnings per share were computed as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions except share and per share amounts) 2016 2015 2016 2015 (Loss) earnings from continuing operations $ (6.8 ) $ 13.3 $ (19.3 ) $ 18.3 Loss from discontinued operations, net (17.8 ) (29.4 ) (34.7 ) (50.2 ) Net loss $ (24.6 ) $ (16.1 ) $ (54.0 ) $ (31.9 ) Basic (loss) earnings per common share: (Loss) earnings from continuing operations $ (0.08 ) $ 0.16 $ (0.22 ) $ 0.22 Loss from discontinued operations, net $ (0.20 ) $ (0.35 ) $ (0.39 ) $ (0.59 ) Net loss $ (0.28 ) $ (0.19 ) $ (0.61 ) $ (0.37 ) Weighted average shares outstanding 88,652,453 85,144,298 88,594,597 85,126,040 Diluted (loss) earnings per common share: (Loss) earnings from continuing operations $ (0.08 ) $ 0.16 $ (0.22 ) $ 0.22 Loss from discontinued operations, net $ (0.20 ) $ (0.35 ) $ (0.39 ) $ (0.59 ) Net loss $ (0.28 ) $ (0.19 ) $ (0.61 ) $ (0.37 ) Weighted-average shares outstanding 88,652,453 85,292,561 88,594,597 85,291,578 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Revenue and Earnings from continuing operations by market segment | Information regarding the Company's reportable segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2016 2015 2016 2015 Revenue: Mobile Consumer Electronics $ 82.2 $ 84.2 $ 165.5 $ 166.9 Specialty Components 108.1 108.6 210.1 212.5 Total consolidated revenue $ 190.3 $ 192.8 $ 375.6 $ 379.4 (Loss) earnings before interest and income taxes: Mobile Consumer Electronics $ (5.9 ) $ 14.0 $ (14.5 ) $ 23.9 Specialty Components 18.0 16.3 33.6 29.0 Total segments 12.1 30.3 19.1 52.9 Corporate expense / other 11.7 13.8 25.1 24.3 Interest expense 5.8 3.1 9.5 5.5 (Loss) earnings before income taxes and discontinued operations (5.4 ) 13.4 (15.5 ) 23.1 Provision for income taxes 1.4 0.1 3.8 4.8 (Loss) earnings from continuing operations $ (6.8 ) $ 13.3 $ (19.3 ) $ 18.3 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Noncash Investing and Financing Items [Abstract] | ||
Purchases of property and equipment included in accounts payable | $ 6.3 | $ 6.8 |
Capital Lease Obligations | 13.6 | |
Noncash capitalized patent defense costs | $ 0 | $ 0.1 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Jul. 07, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Total assets | $ 66.4 | $ 66.4 | $ 93 | ||||
Total liabilities | 29.6 | 29.6 | $ 53.2 | ||||
Mobile Consumer Electronics | Speaker and Receiver Product Line [Member] | Discontinued Operations, Held-for-sale [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Revenue | 24.7 | $ 48.2 | 45.1 | $ 100.1 | |||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 27.1 | 62.7 | 55.7 | 123 | |||
Disposal Group, Including Discontinued Operation, Cost of Goods Sold, Restructuring Charges | 7.2 | 0.2 | 9.3 | 0.4 | |||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | (9.6) | (14.7) | (19.9) | (23.3) | |||
Disposal Group, Including Discontinued Operation, Research and Development Expense | 3.2 | 4.5 | 6.7 | 7.9 | |||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 4.9 | 9.8 | 8.1 | 19.6 | |||
Disposal Group, Including Discontinued Operation, Restructuring Charges | 1.4 | 0.1 | 1.8 | 0.3 | |||
Disposal Group, Including Discontinued Operation, Operating Expense | 9.5 | 14.4 | 16.6 | 27.8 | |||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (19.1) | (29.1) | (36.5) | (51.1) | |||
Discontinued Operation, Tax Effect of Discontinued Operation | (1.3) | 0.3 | (1.8) | (0.9) | |||
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | (17.8) | (29.4) | (34.7) | (50.2) | |||
Accounts receivable | 15.8 | 47.2 | 15.8 | 47.2 | |||
Inventories, net | 21.9 | 33.6 | 21.9 | 33.6 | |||
Prepaid and other current assets | 1.9 | 2 | 1.9 | 2 | |||
Total current assets | 39.6 | 82.8 | 39.6 | 82.8 | |||
Property, plant and equipment, net | 7.1 | 9.5 | 7.1 | 9.5 | |||
Goodwill (1) | 18.7 | 0 | 18.7 | 0 | $ 18.7 | ||
Other assets and deferred charges | 1 | 0.7 | 1 | 0.7 | |||
Total assets | 66.4 | 93 | 66.4 | 93 | |||
Accounts payable | 15.5 | 39.3 | 15.5 | 39.3 | |||
Other current liabilities | 11.9 | 11.8 | 11.9 | 11.8 | |||
Total current liabilities | 27.4 | 51.1 | 27.4 | 51.1 | |||
Other liabilities | 2.2 | 2.1 | 2.2 | 2.1 | |||
Total liabilities | $ 29.6 | $ 53.2 | 29.6 | 53.2 | |||
Depreciation | 1.1 | 17.2 | |||||
Amortization of intangible assets | 0 | 11.4 | |||||
Capital Expenditure, Discontinued Operations | 2.5 | 14 | |||||
Accounts Payable [Member] | Mobile Consumer Electronics | Speaker and Receiver Product Line [Member] | Discontinued Operations, Held-for-sale [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Capital Expenditure, Discontinued Operations | $ 0.7 | $ 2.1 | |||||
Subsequent Event | Mobile Consumer Electronics | Speaker and Receiver Product Line [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 45 | ||||||
Proceeds from Divestiture of Businesses | $ 40.6 |
Acquisition (Details)
Acquisition (Details) - Audience, Inc. | Jul. 01, 2015$ / sharesshares |
Business Acquisition [Line Items] | |
Cash equivalent price (usd per share) | $ / shares | $ 2.51 |
Consideration transfer, number of shares for each share of acquired entity's shares (in shares) | shares | 0.13207 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory, Net [Abstract] | ||
Raw materials | $ 70.7 | $ 66.4 |
Work in progress | 18.4 | 14.2 |
Finished goods | 88.3 | 75.2 |
Subtotal | 177.4 | 155.8 |
Less reserves | (38.4) | (37.4) |
Total | $ 139 | $ 118.4 |
Property, Plant and Equipment41
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 618.9 | $ 609.6 |
Accumulated depreciation | (410.3) | (394.3) |
Total | 208.6 | 215.3 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 11.2 | 11.3 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 118.9 | 118.4 |
Machinery, equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 488.8 | $ 479.9 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 925.8 |
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | (18.7) |
Goodwill, Acquired During Period | 0.2 |
Foreign currency translation | 6 |
Ending balance | 913.3 |
Mobile Consumer Electronics | |
Goodwill [Roll Forward] | |
Beginning balance | 740 |
Foreign currency translation | 6 |
Ending balance | 727.5 |
Mobile Consumer Electronics | Audience, Inc. | |
Goodwill [Roll Forward] | |
Goodwill, Acquired During Period | 0.2 |
Specialty Components | |
Goodwill [Roll Forward] | |
Beginning balance | 185.8 |
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 0 |
Goodwill, Acquired During Period | 0 |
Foreign currency translation | 0 |
Ending balance | 185.8 |
Discontinued Operations, Held-for-sale [Member] | Speaker and Receiver Product Line [Member] | Mobile Consumer Electronics | |
Goodwill [Roll Forward] | |
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | $ (18.7) |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets - Intangible Assets and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | $ 294.9 | $ 294.9 | $ 294.8 | ||
Accumulated amortization | 241 | 241 | 229.8 | ||
Intangible assets, net | 85.9 | 85.9 | 97 | ||
Amortization expense | 5.6 | $ 4.3 | 11.2 | $ 8.6 | |
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Unamortized intangible assets, gross carrying amount | 32 | 32 | 32 | ||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 0.3 | 0.3 | 0.3 | ||
Accumulated amortization | 0.2 | 0.2 | 0.2 | ||
Patents | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 42.9 | 42.9 | 42.9 | ||
Accumulated amortization | 16.9 | 16.9 | 14.5 | ||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 156.2 | 156.2 | 156.1 | ||
Accumulated amortization | 149.5 | 149.5 | 143.4 | ||
Unpatented Technologies | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 92.4 | 92.4 | 92.4 | ||
Accumulated amortization | 71.3 | 71.3 | 68.6 | ||
Other (1) | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | 3.1 | 3.1 | 3.1 | ||
Accumulated amortization | $ 3.1 | $ 3.1 | $ 3.1 |
Restructuring and Related Act44
Restructuring and Related Activities - Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 3.7 | $ 0.2 | $ 7.2 | $ 0.2 |
Restructuring and Related Cost, Incurred Cost | 8.6 | |||
Severance Pay and Contract Termination and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3.9 | 0.4 | 8.6 | (0.3) |
Severance Pay and Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 7.3 | |||
Contract Termination and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 1.3 | |||
Operating Segments | Mobile Consumer Electronics | Severance Pay and Contract Termination and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3.1 | 0 | 6.1 | 0 |
Operating Segments | Specialty Components | Severance Pay and Contract Termination and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0.8 | 0.4 | 2.1 | (0.3) |
Corporate | Severance Pay and Contract Termination and Other Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 0 | $ 0.4 | $ 0 |
Restructuring and Related Act45
Restructuring and Related Activities - Restructuring Accrual Activities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | $ 8.8 |
Restructuring charges | 8.6 |
Payments | (6.9) |
Other, including foreign currency | 0.1 |
Severance and other restructuring reserve, ending balance | 10.6 |
Severance Pay and Benefits | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | 7.7 |
Restructuring charges | 7.3 |
Payments | (5.5) |
Other, including foreign currency | 0.1 |
Severance and other restructuring reserve, ending balance | 9.6 |
Contract Termination and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | 1.1 |
Restructuring charges | 1.3 |
Payments | (1.4) |
Other, including foreign currency | 0 |
Severance and other restructuring reserve, ending balance | 1 |
Restructuring Charges | Audience, Inc. | |
Restructuring Reserve [Roll Forward] | |
Restructuring charges | 8 |
Restructuring Charges | Audience, Inc. | Severance Pay and Benefits | |
Restructuring Reserve [Roll Forward] | |
Restructuring charges | 7.2 |
Restructuring Charges | Audience, Inc. | Contract Termination and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring charges | $ 0.8 |
Restructuring and Related Act46
Restructuring and Related Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | ||
Severance and restructuring accrual | $ 10.6 | $ 8.8 |
Other accrued expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and restructuring accrual | 10.3 | 8.7 |
Other liabilities | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and restructuring accrual | $ 0.3 | $ 0.1 |
Hedging Transaction and Deriv47
Hedging Transaction and Derivative Instruments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Nov. 12, 2014 | |
Derivative [Line Items] | ||||||
Purchase of convertible note hedges | $ 44,500,000 | $ 0 | ||||
Other comprehensive income (loss), derivatives qualifying as hedges, net of tax | $ (1,900,000) | $ 0 | (300,000) | $ (700,000) | $ (1,400,000) | |
Foreign Exchange Forward [Member] | Cash Flow Hedging | Designated as hedging instrument | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | 60,000,000 | 60,000,000 | 46,100,000 | |||
Interest Rate Swap [Member] | Cash Flow Hedging | Designated as hedging instrument | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | $ 100,000,000 | |||||
Foreign Currency Gain (Loss) [Member] | Economic Hedge | Not designated as hedging instrument | ||||||
Derivative [Line Items] | ||||||
Derivative, notional amount | $ 2,000,000 | 2,000,000 | $ 800,000 | |||
Convertible Notes Due Twenty Twenty One [Member] | Convertible Debt | ||||||
Derivative [Line Items] | ||||||
Purchase of convertible note hedges | $ 44,500,000 |
Hedging Transaction and Deriv48
Hedging Transaction and Derivative Instruments - Fair Value of Derivative Instruments, Balance Sheet Location (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Cash Flow Hedging | Designated as hedging instrument | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 0.9 | $ 0 |
Cash Flow Hedging | Designated as hedging instrument | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 1.7 | 1.1 |
Cash Flow Hedging | Designated as hedging instrument | Other noncurrent liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 1.3 | 0.6 |
Economic Hedge | Not designated as hedging instrument | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ 0 | $ 0.1 |
Hedging Transaction and Deriv49
Hedging Transaction and Derivative Instruments - Gain (Loss) of Derivative Instruments Recognized on Income Statement (Details) - Other nonoperating income (expense) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flow Hedging | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (0.3) | $ 0 | $ (0.2) | $ 0 |
Economic Hedge | Not designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (0.6) | $ 1 | $ 0 | $ 0.1 |
Borrowings (Details)
Borrowings (Details) $ / shares in Units, $ in Millions | Apr. 27, 2016 | Apr. 26, 2016 | Feb. 09, 2016USD ($) | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | May 04, 2016USD ($) | Feb. 08, 2016USD ($) | Dec. 31, 2015USD ($) |
Long-term borrowings [Abstract] | ||||||||
Long-term debt | $ 394.8 | $ 428.8 | ||||||
Less: current maturities | 2.6 | 29.6 | ||||||
Long-term portion | $ 392.2 | 399.2 | ||||||
Debt Instrument, Convertible, Conversion Ratio | 54.2741 | |||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 18.4250 | |||||||
Proceeds from Issuance of Warrants | $ 39.1 | $ 0 | ||||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.25 | |||||||
Term Loan and Revolving Credit Facility Due January 2019 [Member] | ||||||||
Long-term borrowings [Abstract] | ||||||||
Long-term debt | 263 | 428.8 | ||||||
Less: current maturities | 3.4 | 29.6 | ||||||
Long-term portion | 259.6 | 399.2 | ||||||
Fourth Amendment April 2016 | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.75 | |||||||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | |||||||
Convertible Debt | Convertible Notes Due Twenty Twenty One [Member] | ||||||||
Long-term borrowings [Abstract] | ||||||||
Convertible notes payable | 131.8 | 0 | ||||||
Debt Issuance Costs Attributable to the Equity Component | 1.3 | |||||||
Debt Instrument, Face Amount | 172.5 | $ 172.5 | ||||||
Debt Instrument, Unamortized Discount | 40.7 | |||||||
Proceeds from Issuance of Warrants | $ 39.1 | |||||||
Senior Notes | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Term | 5 years | |||||||
Senior Notes | Term Loan due January 2019 | ||||||||
Long-term borrowings [Abstract] | ||||||||
Long-term debt | $ 118.5 | 285 | ||||||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 10.8 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 14.4 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 93.3 | |||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Long-term borrowings [Abstract] | ||||||||
Secured revolving credit facility, maximum borrowing capacity | $ 300 | $ 300 | $ 350 | |||||
Debt Instrument, Term | 5 years | |||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility due January 2019 | ||||||||
Long-term borrowings [Abstract] | ||||||||
Long-term debt | $ 145 | $ 145 | ||||||
Line of Credit | Revolving Credit Facility | Credit Facilities | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 45,000,000 | |||||||
Credit Facilities | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Covenant, EBITDA to Interest Ratio, Minimum | 3.25 | |||||||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 3.75 | |||||||
Credit Facilities | Minimum | ||||||||
Long-term borrowings [Abstract] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | |||||||
Credit Facilities | Maximum | ||||||||
Long-term borrowings [Abstract] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | |||||||
Credit Facilities | Weighted Average | ||||||||
Long-term borrowings [Abstract] | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | 0.35% | ||||||
Credit Facilities | LIBOR | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.69% | 2.18% | ||||||
Credit Facilities | LIBOR | Minimum | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||||
Credit Facilities | LIBOR | Maximum | ||||||||
Long-term borrowings [Abstract] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Borrowings Convertible Debt (De
Borrowings Convertible Debt (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | May 04, 2016 | Dec. 31, 2015 | |
Schedule of Convertible Debt [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ 18.4250 | $ 18.4250 | |||
Purchase of convertible note hedges | $ 44,500,000 | $ 0 | |||
Proceeds from Issuance of Warrants | 39,100,000 | $ 0 | |||
Convertible Notes Due Twenty Twenty One [Member] | Convertible Debt | |||||
Schedule of Convertible Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||
Debt Instrument, Face Amount | $ 172,500,000 | 172,500,000 | $ 172,500,000 | ||
Deferred Tax Assets, Net | 500,000 | 500,000 | |||
Debt Instrument, Issuance Cost, Current, Net | 800,000 | 800,000 | |||
Debt Issuance Cost | 5,000,000 | ||||
Debt Issuance Costs Attributable to the Equity Component | 1,300,000 | ||||
Debt Instrument, Unamortized Discount | (40,700,000) | (40,700,000) | |||
Convertible notes payable | 131,800,000 | 131,800,000 | $ 0 | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 29,900,000 | 29,900,000 | |||
Debt Instrument, Fair Value Disclosure | 173,400,000 | 173,400,000 | |||
Interest Expense, Debt, Excluding Amortization | 1,000,000 | 1,000,000 | |||
Amortization of Financing Costs | 100,000 | 100,000 | |||
Amortization of Debt Discount (Premium) | 900,000 | 900,000 | |||
Interest Expense, Debt | $ 2,000,000 | 2,000,000 | |||
Purchase of convertible note hedges | 44,500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 21.1050 | ||||
Proceeds from Issuance of Warrants | $ 39,100,000 |
Borrowings Schedule of Term Loa
Borrowings Schedule of Term Loan and Revolving Credit Facility (Details) $ in Millions | Apr. 27, 2016 | Apr. 26, 2016 | Feb. 09, 2016USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015 | Feb. 08, 2016USD ($) | Dec. 31, 2015USD ($) |
Long-term borrowings [Abstract] | |||||||
Long-term debt | $ 394.8 | $ 428.8 | |||||
Less: current maturities | 2.6 | 29.6 | |||||
Long-term portion | 392.2 | 399.2 | |||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.25 | ||||||
Fourth Amendment April 2016 | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.75 | ||||||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | ||||||
Term Loan due January 2019 | |||||||
Long-term borrowings [Abstract] | |||||||
Less: debt issuance costs, net of amortization | 0.5 | 1.2 | |||||
Term Loan and Revolving Credit Facility Due January 2019 [Member] | |||||||
Long-term borrowings [Abstract] | |||||||
Long-term debt | 263 | 428.8 | |||||
Less: current maturities | 3.4 | 29.6 | |||||
Long-term portion | 259.6 | 399.2 | |||||
Debt Instrument, Issuance Cost, Current, Net | 0.2 | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Long-term borrowings [Abstract] | |||||||
Secured revolving credit facility, maximum borrowing capacity | $ 300 | $ 300 | $ 350 | ||||
Debt Instrument, Term | 5 years | ||||||
Line of Credit | Revolving Credit Facility | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 45,000,000 | ||||||
Line of Credit | Revolving Credit Facility | Revolving Credit Facility due January 2019 | |||||||
Long-term borrowings [Abstract] | |||||||
Long-term debt | $ 145 | 145 | |||||
Senior Notes | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Term | 5 years | ||||||
Senior Notes | Term Loan due January 2019 | |||||||
Long-term borrowings [Abstract] | |||||||
Long-term debt | $ 118.5 | $ 285 | |||||
Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Covenant, EBITDA to Interest Ratio, Minimum | 3.25 | ||||||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 3.75 | ||||||
Minimum | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||||||
Maximum | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | ||||||
Weighted Average | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Line of Credit Facility, Commitment Fee Percentage | 0.40% | 0.35% | |||||
LIBOR | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.69% | 2.18% | |||||
LIBOR | Minimum | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
LIBOR | Maximum | Credit Facilities | |||||||
Long-term borrowings [Abstract] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% |
Other Comprehensive Loss - OCI
Other Comprehensive Loss - OCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Foreign currency translation adjustments [Abstract] | ||||
Foreign currency translation | $ (4) | $ 8.3 | $ 9.9 | $ (43.1) |
Foreign currency translation, tax | 0 | 0 | 0 | 0 |
Foreign currency translation, net of tax | (4) | 8.3 | 9.9 | (43.1) |
Employee benefit plans: | ||||
Employee benefit plans, before tax | 0 | 0.1 | 0 | 0.3 |
Employee benefit plans, tax | 0 | 0 | 0 | (0.1) |
Net change in employee benefit plans | 0 | 0.1 | 0 | 0.2 |
Changes in fair value of cash flow hedges: | ||||
Changes in fair value of cash flow hedges, before tax | (2) | 0 | (0.4) | (1.1) |
Changes in fair value of cash flow hedges, tax | 0.1 | 0 | 0.1 | 0.4 |
Changes in fair value of cash flow hedges, net of tax | (1.9) | 0 | (0.3) | (0.7) |
Total other comprehensive earnings [Abstract] | ||||
Other comprehensive loss, before tax | (6) | 8.4 | 9.5 | (43.9) |
Other comprehensive loss, tax | 0.1 | 0 | 0.1 | 0.3 |
Other comprehensive (loss) income, net of tax | (5.9) | $ 8.4 | 9.6 | (43.6) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ 0.3 | $ 0.2 | $ (0.3) |
Other Comprehensive Loss - AOCI
Other Comprehensive Loss - AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | $ 0.3 | $ 0.2 | $ (0.3) | |
Foreign currency translation, net of tax | (4) | $ 8.3 | 9.9 | (43.1) |
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax, Portion Attributable to Parent | 0 | (0.1) | 0 | (0.2) |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Beginning balance | (126.2) | (53.3) | ||
Other comprehensive earnings | (5.9) | 8.4 | 9.6 | (43.6) |
Ending balance | (116.6) | (96.9) | (116.6) | (96.9) |
Cash flow hedges | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Beginning balance | (1.6) | (0.2) | ||
Other comprehensive earnings | (0.3) | (0.7) | ||
Ending balance | (1.9) | (0.9) | (1.9) | (0.9) |
Cumulative foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Beginning balance | (113.1) | (41.4) | ||
Other comprehensive earnings | 9.9 | (43.1) | ||
Ending balance | (103.2) | (84.5) | (103.2) | (84.5) |
Employee benefit plans | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Beginning balance | (11.5) | (11.7) | ||
Other comprehensive earnings | 0 | 0.2 | ||
Ending balance | $ (11.5) | $ (11.5) | $ (11.5) | $ (11.5) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Holiday [Line Items] | ||||
Effective tax rate (benefit) provision | (25.90%) | (0.70%) | (24.50%) | (20.80%) |
Effective income tax rate reconciliation, discrete items | $ (0.1) | $ (0.9) | $ 1 | $ 1.6 |
Pre-discrete tax rate (benefit) provision | (27.80%) | (7.50%) | (18.10%) | (13.90%) |
Domestic Tax Authority [Member] | ||||
Income Tax Holiday [Line Items] | ||||
Effective income tax rate reconciliation, discrete items | $ 0.9 | |||
Valuation allowance | 2 | |||
Foreign Tax Authority | ||||
Income Tax Holiday [Line Items] | ||||
Effective income tax rate reconciliation, tax holiday | $ 2.8 | $ 1.7 | $ 6.2 | $ 5.2 |
Holiday benefit (usd per share) | $ 0.03 | $ 0.02 | $ 0.07 | $ 0.06 |
Equity Incentive Program - Stoc
Equity Incentive Program - Stock Options and SSARs (Details) - USD ($) $ / shares in Units, number in Thousands, $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
SSARs | ||
SSARs, Number of Shares | ||
Beginning balance | 1,013,780 | |
Granted | 0 | |
Exercised | 44,838 | |
Forfeited | 0 | |
Expired | (5,672) | |
Ending balance | 963,270 | |
Exercised | 963,270 | |
SSARs, Weighted-average grant date fair value | ||
Beginning balance | $ 20.92 | |
Granted | 0 | |
Exercised | 14.28 | |
Forfeited | 0 | |
Expired | 15.32 | |
Ending balance | 21.26 | |
Exercisable | $ 21.26 | |
SARS and Options, Additional Disclosures | ||
SSARs, aggregate intrinsic value, outstanding | $ 0.1 | |
SSARs, aggregate intrinsic value, exercisable | $ 0.1 | |
SSARs, weighted average remaining contractual terms, outstanding | 5 years 5 months | |
SSARs, weighted average remaining contractual term, exercisable | 5 years 5 months | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 4 years 6 months | 4 years 6 months |
Volatility | 0.00% | |
Stock Options, Number of Shares | ||
Beginning balance | 3,165,556 | |
Granted | 2,025,591 | |
Exercised | 0 | |
Forfeited | (151,297) | |
Expired | (10,133) | |
Ending balance | 5,029,717 | |
Exercisable | 950,696 | |
Stock Options, Weighted Average Exercise Price | ||
Beginning balance | $ 22.58 | |
Granted | 11.18 | |
Exercised | 0 | |
Forfeited | 19.28 | |
Expired | 23.01 | |
Ending balance | 18.09 | |
Exercisable | $ 22.87 | |
SARS and Options, Additional Disclosures | ||
Options, aggregate intrinsic value, outstanding | $ 5 | |
Options, aggregate intrinsic value, exercisable | $ 0 | |
Options, weighted average remaining contractual term, outstanding | 6 years | |
Options, weighted average remaining contractual term, exercisable | 5 years 4 months | |
Minimum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 0.00% | 0.00% |
Volatility | 0.00% | |
Fair value at date of grant | $ 3.76 | $ 6.59 |
Maximum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 0.00% | 0.00% |
Volatility | 0.00% | |
Fair value at date of grant | $ 4.27 | $ 6.88 |
Equity Incentive Program - RSUs
Equity Incentive Program - RSUs (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 1,079,994 |
Granted | shares | 1,489,187 |
Vested | shares | (289,786) |
Forfeited | shares | (103,150) |
Ending balance | shares | 2,176,245 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 24.41 |
Granted | $ / shares | 11.92 |
Vested | $ / shares | 20.24 |
Forfeited | $ / shares | 17.36 |
Ending balance | $ / shares | $ 15.23 |
Equity Incentive Program - Addi
Equity Incentive Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 5.6 | $ 3.2 | $ 11 | $ 5.9 |
SSARs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | 0 | 0 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | 18.5 | $ 18.5 | ||
Weighted average period for compensation expense to be recognized | 1 year 5 months | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 25.3 | $ 25.3 | ||
Weighted average period for compensation expense to be recognized | 1 year 7 months | |||
Audience, Inc. | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based restructuring charges | $ 1.4 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reconciliation of information used in computing basic and diluted earnings per share [Abstract] | ||||
(Loss) earnings from continuing operations | $ (6.8) | $ 13.3 | $ (19.3) | $ 18.3 |
Loss from discontinued operations, net | (17.8) | (29.4) | (34.7) | (50.2) |
Net loss | $ (24.6) | $ (16.1) | $ (54) | $ (31.9) |
Basic (loss) earnings per common share: | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.08) | $ 0.16 | $ (0.22) | $ 0.22 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | (0.20) | (0.35) | (0.39) | (0.59) |
Net loss | $ (0.28) | $ (0.19) | $ (0.61) | $ (0.37) |
Weighted average shares outstanding | 88,652,453 | 85,144,298 | 88,594,597 | 85,126,040 |
Diluted (loss) earnings per common share: | ||||
Income (Loss) from Continuing Operations, Per Diluted Share | $ (0.08) | $ 0.16 | $ (0.22) | $ 0.22 |
Loss from discontinued operations, net | (0.20) | (0.35) | (0.39) | (0.59) |
Net loss | $ (0.28) | $ (0.19) | $ (0.61) | $ (0.37) |
Diluted (in shares) | 88,652,453 | 85,292,561 | 88,594,597 | 85,291,578 |
Weighted average number of anti-dilutive shares excluded from the calculation (in shares) | 5,855,448 | 3,381,700 | 5,579,582 | 2,958,447 |
Commitments and Contingent Li60
Commitments and Contingent Liabilities Commitments and Contingencies - Loss Contingency (Details) - USD ($) $ in Millions | Jul. 29, 2016 | Jun. 10, 2016 | Jun. 30, 2016 |
Release and Attorney's Fees [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual, Payments | $ 6 | ||
Other Litigation Costs [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual, Payments | $ 1.9 | ||
Audience, Inc. | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Accrual, Current | $ 0.5 | ||
Subsequent Event | Audience, Inc. | |||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual, Payments | $ 0.4 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segments | Jun. 30, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segments | 2 | |||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Revenues | $ 190.3 | $ 192.8 | $ 375.6 | $ 379.4 |
Reconciliation of Net Earnings from Segments [Abstract] | ||||
Interest expense, net | 5.8 | 3.1 | 9.5 | 5.5 |
(Loss) earnings before income taxes and discontinued operations | (5.4) | 13.4 | (15.5) | 23.1 |
Provision for income taxes | 1.4 | 0.1 | 3.8 | 4.8 |
(Loss) earnings from continuing operations | (6.8) | 13.3 | (19.3) | 18.3 |
Operating Segments | ||||
Reconciliation of Net Earnings from Segments [Abstract] | ||||
(Loss) earnings before interest and income taxes | 12.1 | 30.3 | 19.1 | 52.9 |
Operating Segments | Mobile Consumer Electronics | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Revenues | 82.2 | 84.2 | 165.5 | 166.9 |
Reconciliation of Net Earnings from Segments [Abstract] | ||||
(Loss) earnings before interest and income taxes | (5.9) | 14 | (14.5) | 23.9 |
Operating Segments | Specialty Components | ||||
Reconciliation from Segment Totals to Consolidated [Abstract] | ||||
Revenues | 108.1 | 108.6 | 210.1 | 212.5 |
Reconciliation of Net Earnings from Segments [Abstract] | ||||
(Loss) earnings before interest and income taxes | 18 | 16.3 | 33.6 | 29 |
Corporate | ||||
Reconciliation of Net Earnings from Segments [Abstract] | ||||
Corporate expense / other | 11.7 | 13.8 | 25.1 | 24.3 |
Segment Reconciling Items | ||||
Reconciliation of Net Earnings from Segments [Abstract] | ||||
Interest expense, net | $ (5.8) | $ (3.1) | $ (9.5) | $ (5.5) |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Jul. 07, 2016USD ($) | Apr. 27, 2016 | Apr. 26, 2016 | Jun. 30, 2016USD ($)$ / shares | May 04, 2016USD ($) |
Subsequent Event [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 18.4250 | ||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.25 | ||||
Debt Instrument, Convertible, Conversion Ratio | 54.2741 | ||||
Fourth Amendment April 2016 | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Covenant, Leverage Ratio, Maximum | 3.75 | ||||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | ||||
Convertible Debt | Convertible Notes Due Twenty Twenty One [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Face Amount | $ 172.5 | $ 172.5 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||
Discontinued Operations, Disposed of by Sale [Member] | Mobile Consumer Electronics | Speaker and Receiver Product Line [Member] | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 45 | ||||
Proceeds from Divestiture of Businesses | $ 40.6 |