Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 26, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Knowles Corp | |
Entity Central Index Key | 1,587,523 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 89,955,967 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 178.5 | $ 168.3 |
Cost of goods sold | 113.2 | 104.7 |
Restructuring charges - cost of goods sold | 0 | 4.3 |
Gross profit | 65.3 | 59.3 |
Research and development expenses | 24.8 | 24 |
Selling and administrative expenses | 35.8 | 33.4 |
Restructuring charges | 0.4 | 0.6 |
Operating expenses | 61 | 58 |
Operating earnings | 4.3 | 1.3 |
Interest expense, net | 4 | 5.2 |
Other (income) expense, net | (0.1) | 1.6 |
Earnings (loss) before income taxes and discontinued operations | 0.4 | (5.5) |
Provision for (benefit from) income taxes | 0.8 | (0.5) |
Loss from continuing operations | (0.4) | (5) |
Earnings from discontinued operations, net | 0.1 | 1.8 |
Net loss | $ (0.3) | $ (3.2) |
Earnings per share: | ||
Loss from continuing operations, per basic share | $ 0 | $ (0.06) |
Loss from continuing operations, per diluted share | 0 | (0.06) |
Earnings from discontinued operations, per basic share | 0 | 0.02 |
Earnings from discontinued operations, per diluted share | 0 | 0.02 |
Net loss per share, basic | 0 | (0.04) |
Net loss per share, diluted | $ 0 | $ (0.04) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 89,718,318 | 88,973,503 |
Diluted (in shares) | 89,718,318 | 88,973,503 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (0.3) | $ (3.2) |
Foreign currency translation | 4.9 | 14.7 |
Employee benefit plans: | ||
Amortization or settlement of actuarial losses and prior service costs | (0.1) | 0 |
Net change in employee benefit plans | (0.1) | 0 |
Changes in fair value of cash flow hedges: | ||
Unrealized net gains arising during period | 0.8 | 0.6 |
Net (gains) losses reclassified into earnings | (0.6) | 1.4 |
Total cash flow hedges | 0.2 | 2 |
Other comprehensive earnings, net of tax | 5.2 | 16.7 |
Comprehensive earnings | $ 4.9 | $ 13.5 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 62.7 | $ 111.7 |
Receivables, net of allowances of $0.6 and $0.7 | 125.6 | 137.7 |
Inventories, net | 144 | 125.6 |
Prepaid and other current assets | 23.9 | 19.9 |
Total current assets | 356.2 | 394.9 |
Property, plant, and equipment, net | 203.4 | 183 |
Goodwill | 887.8 | 884.9 |
Intangible assets, net | 61.6 | 53.5 |
Other assets and deferred charges | (35.4) | (31.8) |
Assets of discontinued operations | 1.9 | 1.7 |
Total assets | 1,546.3 | 1,549.8 |
Current liabilities: | ||
Accounts payable | 86.7 | 85.6 |
Accrued compensation and employee benefits | 23.1 | 31.2 |
Other accrued expenses | 25.6 | 28.2 |
Federal and other taxes on income | 3.8 | 6.6 |
Total current liabilities | 139.2 | 151.6 |
Long-term debt | 194.3 | 192.6 |
Other liabilities | 69.7 | 67.9 |
Liabilities of discontinued operations | 2.3 | 5.6 |
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; 89,952,730 and 89,491,471 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 0.9 | 0.9 |
Additional paid-in capital | 1,526.9 | 1,523.1 |
Accumulated deficit | (292.2) | (291.9) |
Accumulated other comprehensive loss | (94.8) | (100) |
Total stockholders' equity | 1,140.8 | 1,132.1 |
Total liabilities and stockholders' equity | $ 1,546.3 | $ 1,549.8 |
CONSOLIDATED BALANCE SHEETS (u5
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 0.6 | $ 0.7 |
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) | 89,952,730 | 89,491,471 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - 3 months ended Mar. 31, 2018 - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2017 | $ 1,132.1 | $ 0.9 | $ 1,523.1 | $ (291.9) | $ (100) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (0.3) | (0.3) | |||
Other comprehensive earnings, net of tax | 5.2 | 5.2 | |||
Stock-based compensation expense | 7 | 7 | |||
Common stock issued for exercise of stock options | 0.2 | 0.2 | |||
Tax on restricted stock unit vesting | (3.4) | (3.4) | |||
Balance at Mar. 31, 2018 | $ 1,140.8 | $ 0.9 | $ 1,526.9 | $ (292.2) | $ (94.8) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (0.3) | $ (3.2) |
Adjustments to reconcile net loss to cash from operating activities: | ||
Depreciation and amortization | 13.5 | 15.3 |
Stock-based compensation | 7 | 6.1 |
Non-cash interest expense and amortization of debt issuance costs | 1.8 | 1.7 |
Loss on disposal of fixed assets | 0.2 | 0.1 |
Deferred income taxes | (2.5) | (2.1) |
Other, net | 1.8 | 1.2 |
Cash effect of changes in assets and liabilities (excluding effects of foreign exchange): | ||
Receivables, net | 14.1 | 14.9 |
Inventories, net | (14.8) | (8.1) |
Prepaid and other current assets | (3.2) | (1) |
Accounts payable | (6.3) | (2.8) |
Accrued compensation and employee benefits | (10) | (11.2) |
Other accrued expenses | (3.7) | 5.8 |
Accrued taxes | (2.8) | 1 |
Other non-current assets and non-current liabilities | (0.3) | 0.2 |
Net cash (used in) provided by operating activities | (5.5) | 17.9 |
Investing Activities | ||
Additions to property, plant, and equipment | (23.5) | (17.7) |
Acquisitions of business (net of cash acquired) | (16.9) | (2.5) |
Net cash used in investing activities | (40.4) | (20.2) |
Financing Activities | ||
Tax on restricted stock unit vesting | (3.4) | (3.4) |
Payments of capital lease obligations | (0.4) | (0.4) |
Net proceeds from exercise of stock-based awards | 0.2 | 2.8 |
Net cash used in financing activities | (3.6) | (1) |
Effect of exchange rate changes on cash and cash equivalents | 0.5 | 0.4 |
Net decrease in cash and cash equivalents | (49) | (2.9) |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | 111.7 | 63.4 |
Cash and cash equivalents from discontinued operations at beginning of period | 0 | 2.8 |
Cash and cash equivalents from discontinued operations at end of period | 0 | (3.7) |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | $ 62.7 | $ 59.6 |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
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 precision device solutions, serving the mobile consumer electronics, communications, medical, military, aerospace, and industrial markets. The Company uses its leading position in micro-electro-mechanical systems ("MEMS") microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience in mobile, ear, and Internet of Things ("IoT") applications. Knowles is also the leader in acoustics components used in hearing aids and has a strong position in high-end capacitors. The Company's focus on its customers, combined with its unique technology, proprietary manufacturing techniques, rigorous testing, and global scale, enable the Company to deliver innovative solutions that optimize the user experience. 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 Securities and Exchange Commission ("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, 2017 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. During the first quarter of 2018, the Company recorded a correcting entry of $0.7 million related to inventory reserves. This item, which increased earnings before income taxes and discontinued operations, is not material to the Consolidated Financial Statements for the historical period in which the error originated and is not expected to be material to the Consolidated Financial Statements for the year ended December 31, 2018. Similarly, and as disclosed in the prior year during the first quarter of 2017, the Company recorded a correcting entry of $1.1 million related to inventory reserves and incentive compensation accruals. These items, which decreased loss before income taxes and discontinued operations, were determined not to be material to the Consolidated Financial Statements for the historical period in which the errors originated and the Consolidated Financial Statements for the year ended December 31, 2017. On January 19, 2018, the Company acquired substantially all of the assets of Compex Corporation ("Compex"), a capacitors manufacturer. See Note 3. Acquisitions for additional information related to the transaction. On November 28, 2017, the Company completed its sale of the high-end oscillators business ("Timing Device Business"). In accordance with Accounting Standards Codification ("ASC") 205-20, Presentation of Financial Statements - Discontinued Operations, the results of operations and related assets and liabilities for the Timing Device Business have been reclassified as discontinued operations for all periods presented. See Note 2. Disposed and Discontinued Operations for additional information related to the transaction. Non-cash Investing Activities - Purchases of property, plant, and equipment included in accounts payable at March 31, 2018 and 2017 were $11.8 million and $3.6 million , respectively. These non-cash amounts are not reflected as outflows to Additions to property, plant, and equipment within investing activities of the Consolidated Statements of Cash Flows for the respective periods. Reclassifications - Certain amounts in prior periods have been reclassified to conform to the current period presentation. See Note 16. Recent Accounting Standards for additional information. |
Disposed and Discontinued Opera
Disposed and Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | Management and the Board of Directors periodically conduct strategic reviews of the Company's businesses. On November 28, 2017, the Company completed the sale of the Timing Device Business, part of the Precision Devices ("PD") segment, to Microsemi Corporation for $130.0 million , plus purchase price adjustments for a net amount of $133.3 million . The Company recorded a gain of $62.3 million as a result of the sale, which included $0.4 million of gain amounts reclassified from Accumulated other comprehensive loss into earnings related to currency translation adjustments. The purchase price includes $10.0 million held in escrow that will be received nine months from the completion of the sale and is recorded in the Prepaid and other current assets line on the Consolidated Balance Sheets. On July 7, 2016, the Company completed the sale of its speaker and receiver product line ("Speaker and Receiver Product Line"). The results of operations and financial positions of the Timing Device Business and Speaker and Receiver Product Line have been reclassified to discontinued operations for all periods presented as these disposals represent strategic shifts that have a major effect on the Company's results of operations. Summarized results of the Company's discontinued operations are as follows: Three Months Ended March 31, (in millions) 2018 2017 Revenues $ — $ 25.4 Cost of goods sold — 17.1 Gross profit — 8.3 Research and development expenses — 2.2 Selling and administrative expenses — 4.7 Restructuring charges — 0.1 Operating expenses — 7.0 Other (income) expense, net (0.2 ) 0.6 Earnings from discontinued operations before taxes (1) 0.2 0.7 Provision for (benefit from) income taxes 0.1 (1.1 ) Earnings from discontinued operations, net of tax $ 0.1 $ 1.8 (1) The Company's policy is to not allocate interest expense to discontinued operations unless it is directly attributable to the operations. The results of operations of the Timing Device Business and Speaker and Receiver Product Line did not have any such interest expense in the periods presented. Assets and liabilities of discontinued operations are summarized below: (in millions) March 31, 2018 December 31, 2017 Assets of discontinued operations: Receivables $ 1.8 $ 1.2 Prepaid and other current assets 0.1 0.5 Total current assets 1.9 1.7 Total assets (1) $ 1.9 $ 1.7 Liabilities of discontinued operations: Accounts payable $ — $ 0.1 Other current liabilities 2.3 5.5 Total current liabilities 2.3 5.6 Total liabilities (1) $ 2.3 $ 5.6 (1) In connection with the sale of the Timing Device Business, the Company retained certain obligations related to employees of the Timing Device Business. This arrangement results in maintaining asset and liability balances, which are expected to be settled during the current fiscal year. The following table presents the depreciation, amortization, and capital expenditures related to discontinued operations: Three Months Ended March 31, (in millions) 2018 2017 Depreciation $ — $ 0.6 Amortization of intangible assets — 0.3 Capital expenditures — 0.9 There were capital expenditures of nil and $0.2 million included in accounts payable at March 31, 2018 and 2017 , respectively. |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | On January 19, 2018, the Company acquired substantially all of the assets of Compex for $16.0 million , plus purchase price adjustments for a net amount of $18.7 million . The asset purchase agreement relating to the acquisition provided for a $0.6 million post-closing working capital adjustment that settled on April 2, 2018 as well as a $1.0 million holdback that will be paid eighteen months from the completion of the acquisition and is recorded in the Other liabilities line on the Consolidated Balance Sheets. The acquired business provides single layer electronic components to the telecommunication, fiber optics, defense, and aerospace markets. The transaction was accounted for under the acquisition method of accounting and the results of operations are included in the Consolidated Financial Statements from the date of acquisition in the PD segment. Included in the Consolidated Statements of Earnings are Compex's revenues and earnings before income taxes of $2.6 million and $0.2 million , respectively, from the date of acquisition through March 31, 2018. The table below represents a preliminary allocation of the purchase price to net assets acquired as of January 19, 2018: (in millions) Cash 0.2 Receivables 1.7 Inventories 2.1 Property, plant, and equipment 2.1 Customer relationships 7.3 Unpatented technologies 2.0 Trademarks and other amortized intangible assets 0.4 Other assets 0.2 Goodwill 2.9 Assumed current liabilities (0.2 ) Total purchase price $ 18.7 The purchase price allocation in the table above is preliminary and subject to the finalization of the Company's valuation analysis. Compex Intangible Assets Recorded Customer relationships, unpatented technologies, and trademarks will be amortized over estimated useful lives of 10 years, 8 years, and 5 years, respectively. The fair value for customer relationships was determined using the excess earnings method under the income approach. The fair values of unpatented technologies and trademarks were determined using the relief from royalty method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates, and royalty rates. The excess of the total purchase price over the total fair value of the identifiable assets and liabilities was recorded as goodwill. The goodwill recognized is primarily attributable to the assembled workforce and synergies. None of the goodwill resulting from this acquisition is tax deductible. Goodwill has been allocated to the PD segment, which is the segment expected to benefit from the acquisition. Impact of Compex Acquisition and Pro-forma Summary The following unaudited pro-forma summary presents consolidated financial information as if Compex had been acquired on January 1, 2017. The unaudited pro-forma financial information is based on historical results of operations and financial positions of the Company and Compex. The pro-forma results include estimated amortization of definite-lived intangible assets and the estimated depreciation expense of the fixed asset step-up to fair value. The pro-forma results exclude transaction costs and the estimated cost of the inventory step-up to fair value. The unaudited pro-forma financial information does not necessarily represent the results that would have occurred had the acquisition occurred on January 1, 2017. In addition, the unaudited pro-forma information should not be deemed to be indicative of future results. Three Months Ended March 31, (in millions, except share and per share amounts) 2018 2017 Revenues from continuing operations: As reported $ 178.5 $ 168.3 Pro-forma 179.1 171.2 Loss from continuing operations: As reported $ (0.4 ) $ (5.0 ) Pro-forma — (4.4 ) Basic loss per share from continuing operations: As reported $ — $ (0.06 ) Pro-forma — (0.05 ) Diluted loss per share from continuing operations: As reported $ — $ (0.06 ) Pro-forma — (0.05 ) Other Acquisition On January 11, 2017, the Company completed an acquisition of certain assets of a capacitors manufacturer for cash consideration of $3.7 million , of which $2.5 million was paid during the first quarter of 2017, with the remaining $1.2 million to be paid in quarterly installments from 2018 through the first quarter of 2019. This acquisition's operations are included in the PD segment. The financial results of this acquisition were included in our Consolidated Financial Statements beginning January 11, 2017. Pro-forma financial information has not been provided as the acquisition did not have a material impact on the Consolidated Statements of Earnings. |
Inventories, net (Notes)
Inventories, net (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory, Net [Abstract] | |
Inventories, net | The following table details the major components of inventories, net: (in millions) March 31, 2018 December 31, 2017 Raw materials $ 68.2 $ 65.9 Work in progress 23.7 21.3 Finished goods 76.1 60.8 Subtotal 168.0 148.0 Less reserves (24.0 ) (22.4 ) Total $ 144.0 $ 125.6 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
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) March 31, 2018 December 31, 2017 Land $ 7.5 $ 7.7 Buildings and improvements 105.0 103.2 Machinery, equipment, and other 480.0 441.1 Subtotal 592.5 552.0 Less accumulated depreciation (389.1 ) (369.0 ) Total $ 203.4 $ 183.0 Depreciation expense totaled $11.9 million and $11.7 million for the three months ended March 31, 2018 and 2017 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | The changes in carrying value of goodwill by reportable segment for the three months ended March 31, 2018 are as follows: (in millions) Audio Precision Devices Total Balance at December 31, 2017 $ 859.9 $ 25.0 $ 884.9 Acquisition (1) — 2.9 2.9 Balance at March 31, 2018 $ 859.9 $ 27.9 $ 887.8 (1) Represents goodwill related to the Compex acquisition. See Note 3. Acquisitions for additional details. The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2018 December 31, 2017 (in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Trademarks $ 0.5 $ 0.2 $ 0.3 $ 0.2 Patents 40.8 23.4 40.8 22.2 Customer relationships 10.6 1.0 3.3 0.7 Unpatented technologies 4.4 2.3 2.4 2.2 Other 0.2 — — — Total 56.5 26.9 46.8 25.3 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 61.6 $ 53.5 Amortization expense totaled $1.6 million and $2.7 million for the three months ended March 31, 2018 and 2017 , respectively. Amortization expense for the next five years, based on current intangible balances, is estimated to be as follows: (in millions) Q2 - Q4 2018 $ 4.9 2019 6.4 2020 6.3 2021 6.3 2022 1.1 |
Restructuring and Related Activ
Restructuring and Related Activities (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | Restructuring and related activities 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. During the three months ended March 31, 2018 , the Company recorded restructuring charges of $0.4 million within Operating expenses primarily for actions associated with rationalizing the workforce. During the three months ended March 31, 2017 , the Company recorded restructuring charges of $4.3 million within Gross profit for actions primarily associated with transferring certain operations of hearing health manufacturing to an existing, lower-cost Asian manufacturing facility. These charges were recorded within the Audio segment. The Company also recorded restructuring charges of $0.6 million within Operating expenses primarily for actions associated with rationalizing the workforce. The following table details restructuring charges incurred by reportable segment for the periods presented: Three Months Ended March 31, (in millions) 2018 2017 Audio $ 0.3 $ 4.7 Precision Devices 0.1 0.1 Corporate — 0.1 Total $ 0.4 $ 4.9 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, 2017 $ 4.7 $ 0.4 $ 5.1 Restructuring charges 0.4 — 0.4 Payments (2.7 ) (0.1 ) (2.8 ) Other, including foreign currency 0.2 — 0.2 Balance at March 31, 2018 $ 2.6 $ 0.3 $ 2.9 The severance and restructuring accruals are recorded in the following line items on the Consolidated Balance Sheets: (in millions) March 31, 2018 December 31, 2017 Other accrued expenses $ 2.7 $ 4.8 Other liabilities (1) 0.2 0.3 Total $ 2.9 $ 5.1 (1) This line represents the long-term portion of the charges associated with lease obligations, net of reasonably obtainable sublease income. |
Hedging Transaction and Derivat
Hedging Transaction and Derivative Instruments (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
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 intercompany sales, 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 primarily to 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 will be adversely affected by changes in foreign currency exchange rates. At March 31, 2018 and December 31, 2017 , the notional value of the derivatives related to currency forward contracts, principally the Chinese yuan, Malaysian ringgit, and Philippine peso, was $52.6 million and $17.9 million , respectively. To manage its exposure to market risk for changes in interest rates, 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 that began in January 2016 and ends in July 2018. In December 2017, the Company entered into a partial termination of the interest rate swap and reduced the notional amount to $50.0 million . 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 in 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 fair value immediately recognized in earnings within 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 March 31, 2018 and December 31, 2017 , the notional value of the derivatives related to economic hedging was $2.7 million and $6.4 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. ASC 820, Fair Value Measurement, 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 Company early adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2017-12 as of January 1, 2018. The standard requires adoption of the amended presentation and disclosure requirements on a prospective basis. With respect to presentation requirements, the Company began presenting the impact of foreign exchange contracts qualifying as cash flow hedges within the Cost of goods sold line on the Consolidated Statements of Earnings as of January 1, 2018. These amounts were classified in the Other (income) expense, net line in prior periods. This change aligns the presentation of the impact of these hedges with the same line on the Consolidated Statements of Earnings that is used to present the earnings effect of the hedged item. With respect to disclosure requirements, the Company has enhanced the tabular disclosures below to align with the standard. See Note 16. Recent Accounting Standards for additional information on the adoption of this standard. The fair values of derivative instruments held by the Company are as follows (in millions): Derivative Assets (Liabilities) Hedge Type Contract Type Balance Sheet Line March 31, 2018 December 31, 2017 Derivatives designated as hedging instruments: Cash flow hedges Foreign exchange contracts Prepaid and other current assets $ 1.0 $ 0.6 Cash flow hedges Foreign exchange contracts Other accrued expenses (0.1 ) — Derivatives not designated as hedging instruments: Economic hedges Foreign exchange contracts Other accrued expenses (0.1 ) — The pre-tax amount of unrealized gain recognized in accumulated other comprehensive loss on derivatives designated as hedging instruments is as follows (in millions): Three Months Ended March 31, Hedge Type Contract Type 2018 2017 Cash flow hedges Foreign exchange contracts $ 1.0 $ 0.7 Cash flow hedges Interest rate contracts 0.1 0.1 The table above excludes tax of $0.3 million and $0.2 million for the three months ended March 31, 2018 and 2017 , respectively. The pre-tax impact of derivatives on the Consolidated Statements of Earnings is as follows (in millions): Three Months Ended March 31, 2018 2017 Hedge Type Contract Type Cost of goods sold Interest expense, net Other (income) expense, net Interest expense, net Other (income) expense, net Total amounts per Consolidated Statements of Earnings $ 113.2 $ 4.0 $ (0.1 ) $ 5.2 $ 1.6 Effect of derivatives designated as hedging instruments Amount of (gain) loss reclassified from accumulated other comprehensive loss into earnings: Cash flow hedges Foreign exchange contracts (0.8 ) — — — 1.1 Cash flow hedges Interest rate contracts — 0.1 — 0.3 — Effect of derivatives not designated as hedging instruments Amount of gain recognized in earnings: Economic hedges Foreign exchange contracts — — (0.4 ) — (0.9 ) |
Borrowings (Notes)
Borrowings (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings (net of debt issuance costs, debt discount, and amortization) consist of the following: (in millions) March 31, 2018 December 31, 2017 3.25% Convertible Senior Notes $ 143.6 $ 141.9 Revolving credit facility 50.7 50.7 Total 194.3 192.6 Less current maturities (1) — — Total long-term debt $ 194.3 $ 192.6 (1) There are no required principal payments due under the 3.25% Convertible Senior Notes or the revolving credit facility until maturities in November 2021 and October 2022, respectively. Total debt principal payments over the next five years are as follows: (in millions) Q2-Q4 2018 2019 2020 2021 2022 Debt principal payments $ — $ — $ — $ 172.5 $ 50.7 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 due November 1, 2021 ("the Notes"), unless earlier repurchased by the Company or converted pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 each year and commenced 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 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 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes 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 March 31, 2018 , no event has occurred that would permit the conversion of the Notes. 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 Notes 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 interest 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) March 31, 2018 December 31, 2017 Liability component: Principal $ 172.5 $ 172.5 Less debt issuance costs and debt discount, net of amortization (28.9 ) (30.6 ) Total $ 143.6 $ 141.9 Less current maturities (1) — — Long-term portion $ 143.6 $ 141.9 Equity component (2) $ 29.9 $ 29.9 (1) There are no required principal payments due until maturity in November 2021. (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 Notes at March 31, 2018 was $179.5 million . The fair value was determined based on the closing trading price of the Notes as of the last trading day for the first quarter of 2018 . The following table sets forth total interest expense recognized related to the Notes: Three Months Ended March 31, (in millions) 2018 2017 3.25% coupon $ 1.4 $ 1.4 Amortization of debt issuance costs 0.2 0.2 Amortization of debt discount 1.5 1.4 Total $ 3.1 $ 3.0 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 to acquire shares of the Company's common stock at a strike price of $21.1050 per share (the “Warrants”). 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. Revolving Credit Facility Revolving credit facility borrowings consist of the following: (in millions) March 31, 2018 December 31, 2017 $400.0 million revolving credit facility due October 2022 $ 50.7 $ 50.7 Less current maturities (1) — — Long-term portion $ 50.7 $ 50.7 (1) There are no required principal payments due until maturity in October 2022. On October 11, 2017, Knowles entered into a Revolving Credit Facility Agreement (the "New Credit Facility"). The New Credit Facility contains a five -year senior secured revolving credit facility providing for borrowings in an aggregate principal amount at any time outstanding not to exceed $400.0 million . The New Credit Facility serves as refinancing of indebtedness and terminates the Company's Amended and Restated Credit Agreement dated as of January 27, 2014, as amended and restated as of December 31, 2014 and supplemented from time to time (“Prior Credit Facilities”). The New Credit Facility includes requirements, to be tested quarterly, that the Company maintains (i) a minimum ratio of Consolidated EBITDA to consolidated interest expense of 3.25 to 1.0, (the "Interest Coverage Ratio"), (ii) a maximum ratio of Consolidated total indebtedness to Consolidated EBITDA of 3.75 to 1.0 ("the Leverage Ratio"), and (iii) a maximum ratio of senior secured indebtedness to Consolidated EBITDA of 3.25 to 1.0 (the "Senior Secured Leverage Ratio"). 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 New Credit Facility. At March 31, 2018 , 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. The interest rate under the New Credit Facility 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 New Credit Facility at a rate of 0.20% to 0.35% . The weighted-average interest rate on the Company's borrowings under the New Credit Facility and Prior Credit Facilities was 3.70% and 3.64% for the three months ended March 31, 2018 and 2017 , respectively. The weighted-average interest rate on the Company's borrowings under the New Credit Facility and Prior Credit Facilities for the three months ended March 31, 2018 and 2017 includes interest expense related to the monthly interest rate swap settlements. The weighted-average commitment fee on the revolving line of credit was 0.28% and 0.40% for the three months ended March 31, 2018 and 2017 , respectively. For supplemental cash flow purposes, cash paid for interest was $0.4 million and $1.5 million for the three months ended March 31, 2018 and 2017 , respectively. See Note 8. Hedging Transactions and Derivative Instruments for information on derivatives used to manage interest rate risk. |
Other Comprehensive Earnings (N
Other Comprehensive Earnings (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Earnings | The amounts recognized in other comprehensive earnings were as follows: Three Months Ended Three Months Ended March 31, 2018 March 31, 2017 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ 4.9 $ — $ 4.9 $ 14.7 $ — $ 14.7 Employee benefit plans 0.1 — 0.1 — — — Changes in fair value of cash flow hedges 0.4 (0.2 ) 0.2 2.2 (0.2 ) 2.0 Total other comprehensive earnings $ 5.4 $ (0.2 ) $ 5.2 $ 16.9 $ (0.2 ) $ 16.7 The following tables summarize the changes in balances of each component of accumulated other comprehensive loss, net of tax during the three months ended March 31, 2018 and 2017 : (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2017 $ 0.5 $ (15.3 ) $ (85.2 ) $ (100.0 ) Other comprehensive earnings, net of tax 0.2 0.1 4.9 5.2 Balance at March 31, 2018 $ 0.7 $ (15.2 ) $ (80.3 ) $ (94.8 ) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2016 $ (3.2 ) $ (16.6 ) $ (112.3 ) $ (132.1 ) Other comprehensive earnings, net of tax 2.0 — 14.7 16.7 Balance at March 31, 2017 $ (1.2 ) $ (16.6 ) $ (97.6 ) $ (115.4 ) The following table summarizes the amounts reclassified from accumulated other comprehensive loss to earnings: Three Months Ended March 31, (in millions) Statement of Earnings Line 2018 2017 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.1 $ — Tax Provision for (benefit from) income taxes — — Net of tax $ 0.1 $ — Cash flow hedges: Net (gains) losses reclassified into earnings Various (1) $ (0.7 ) $ 1.4 Tax Provision for (benefit from) income taxes 0.1 — Net of tax $ (0.6 ) $ 1.4 (1) See Note 8. Hedging Transactions and Derivative Instruments for additional information. |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
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 or loss, tax laws, and changes resulting from tax audits can affect the overall ETR, which impacts the level of income tax expense or benefit and net income or loss. Judgments and estimates related to the Company’s projections and assumptions are inherently uncertain and 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 holiday 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 months ended March 31, 2018 and 2017 was a 200.0% provision and a 9.1% benefit , respectively. The changes in ETR were due to the mix of earnings and losses by taxing jurisdictions. The ETR is favorably impacted by two tax holidays granted to the Company in Malaysia effective through December 31, 2021. These tax holidays are subject to the Company's satisfaction of certain conditions, including investment and sales thresholds. If the Company fails to satisfy such conditions, the Company's ETR may be significantly adversely impacted. The continuing operations benefit of our tax holidays in Malaysia for the three months ended March 31, 2018 was approximately $1.5 million , or $0.02 on a per share basis. The continuing operations expense of these incentives for the three months ended March 31, 2017 was approximately $0.5 million , or $0.01 on a per share basis. At March 31, 2018 , the Company has not completed its accounting for all of the tax effects of the Tax Cuts and Jobs Act (“Tax Reform Act”). As noted in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company was able to reasonably estimate certain effects, and therefore, recorded provisional adjustments associated with the deemed repatriation tax, the change in the beginning of year valuation allowance, and the benefit for the remeasurement of deferred tax assets and liabilities. The Company has not made any additional measurement period adjustments related to these items during the quarter. The Internal Revenue Service (“IRS”) issued interpretive guidance related to the deemed repatriation tax on April 2, 2018 in Notice 2018-26. The Company is in the process of fully evaluating the guidance and will account for the effects of this new guidance in the period of issuance, the second quarter of 2018. Based on an initial review of the notice, the Company does not expect it to result in a material change to the provisional liability previously recorded. The Company continues to gather additional information to complete the accounting for these items and expects to complete the accounting within the prescribed Staff Accounting Bulletin No. 118 (“SAB 118”) measurement period, which is no later than the fourth quarter of 2018. |
Equity Incentive Program (Notes
Equity Incentive Program (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation [Abstract] | |
Equity Incentive Program | Stock-based compensation expense recognized in the Consolidated Statements of Earnings totaled $7.0 million and $5.9 million for the three months ended March 31, 2018 and 2017 , respectively. Stock Option s The expense related to stock options granted in the three months ended March 31, 2018 and 2017 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.59% 1.93% Dividend yield —% —% Expected life (years) 4.5 4.5 Volatility 41.2% 38.8% Fair value at date of grant $5.39 $6.61 to $6.73 The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the three months ended March 31, 2018 (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, 2017 850,516 $ 21.54 4,901,739 $ 18.36 Granted — — 917,717 14.29 Exercised — — (15,957 ) 11.02 Forfeited — — (28,366 ) 15.92 Expired (6,008 ) 23.92 (34,715 ) 22.04 Outstanding at March 31, 2018 844,508 $ 21.53 $— 3.8 5,740,418 $ 17.72 $2.3 4.9 Exercisable at March 31, 2018 844,508 $ 21.53 $— 3.8 3,624,929 $ 19.46 $1.5 4.1 There was no unrecognized compensation expense related to SSARs at March 31, 2018 . At March 31, 2018 , unrecognized compensation expense related to stock options not yet exercisable was $10.1 million and is expected to be recognized over a weighted-average period of 1.5 years. RSUs The following table summarizes the Company's restricted stock unit ("RSU") balances for the three months ended March 31, 2018 : Share units Weighted-average grant date fair value Unvested at December 31, 2017 2,202,576 $ 16.54 Granted 1,408,806 14.29 Vested (707,242 ) 17.67 Forfeited (79,440 ) 15.51 Unvested at March 31, 2018 2,824,700 $ 15.18 At March 31, 2018 , $37.3 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 1.6 years. PSUs In February 2018 and 2017, the Company granted performance stock units ("PSUs") to senior management. In each case, the awards will cliff vest three years following the grant date and the number of PSUs that may be earned and vest is based on the Company's revenues and stock price performance over a three year performance period. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to revenues and stock price performance, the size of the PSU awards are subject to adjustment, up or down, resulting in awards at the end of the performance period that can range from 0% to 225% of the initial grant value. The Company will ratably recognize the expense over the applicable service period for each grant of PSUs and adjust the expense as appropriate. The fair value of the PSUs is determined by using a Monte Carlo simulation. The following table summarizes the Company's PSU balances for the three months ended March 31, 2018 : Share units Weighted-average grant date fair value Unvested at December 31, 2017 176,000 $ 15.32 Granted 365,456 13.75 Vested — — Forfeited — — Unvested at March 31, 2018 541,456 $ 14.26 At March 31, 2018 , $6.6 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 2.6 years. |
Earnings per Share (Notes)
Earnings per Share (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Basic and diluted earnings per share were computed as follows: Three Months Ended March 31, (in millions, except share and per share amounts) 2018 2017 Loss from continuing operations $ (0.4 ) $ (5.0 ) Earnings from discontinued operations, net 0.1 1.8 Net loss $ (0.3 ) $ (3.2 ) Basic (loss) earnings per common share: Loss from continuing operations $ — $ (0.06 ) Earnings from discontinued operations, net — 0.02 Net loss $ — $ (0.04 ) Weighted-average shares outstanding 89,718,318 88,973,503 Diluted (loss) earnings per common share: Loss from continuing operations $ — $ (0.06 ) Earnings from discontinued operations, net — 0.02 Net loss $ — $ (0.04 ) Diluted weighted-average shares outstanding 89,718,318 88,973,503 For the three months ended March 31, 2018 and 2017 , the weighted-average number of anti-dilutive potential common shares excluded from the diluted earnings per share calculation above was 6,100,498 and 4,024,573 , respectively. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
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 and other intellectual property pertaining to its products, technology, and manufacturing processes. Some of its patents have been and may continue to be infringed or 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. 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. The Company’s legal accruals were not significant at March 31, 2018 and December 31, 2017 . |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Three Months Ended March 31, (in millions) 2018 2017 Revenues: Audio $ 146.4 $ 144.2 Precision Devices 32.1 24.1 Total revenues $ 178.5 $ 168.3 Earnings from continuing operations before interest and income taxes: Audio $ 12.3 $ 8.9 Precision Devices 6.2 4.3 Total segments 18.5 13.2 Corporate expense / other 14.1 13.5 Interest expense, net 4.0 5.2 Earnings (loss) before income taxes and discontinued operations 0.4 (5.5 ) Provision for (benefit from) income taxes 0.8 (0.5 ) Loss from continuing operations $ (0.4 ) $ (5.0 ) Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2018 December 31, 2017 Audio $ 1,411.9 $ 1,430.9 Precision Devices 120.4 103.4 Corporate / eliminations 12.1 13.8 Discontinued operations 1.9 1.7 Total $ 1,546.3 $ 1,549.8 The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in Asia, North America, and Europe. Three Months Ended March 31, (in millions) 2018 2017 Asia $ 126.0 $ 124.9 United States 29.6 23.1 Europe 20.5 18.4 Other Americas 0.9 0.8 Other 1.5 1.1 Total $ 178.5 $ 168.3 |
Recent Accounting Standards (No
Recent Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | Recently Issued Accounting Standards In February 2018, the FASB issued ASU 2018-02, which allows the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Reform Act. The standard also requires certain disclosures concerning stranded tax effects regardless of the election with respect to stranded tax effects resulting from the Tax Reform Act. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The standard should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effects of the Tax Reform Act were recognized. The Company has not yet determined whether it will reclassify stranded tax effects resulting from the Tax Reform Act. The impact of the reclassification, if elected, would not be significant. The Company plans to adopt this standard on January 1, 2019. 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 leases in the statement of earnings 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 established a project plan and is evaluating its lease portfolio to assess the impact on its Consolidated Financial Statements as well as on its accounting processes, internal controls, and disclosures. The Company has not yet determined the impact of the standard on its Consolidated Financial Statements. The Company plans to adopt the standard on January 1, 2019. Recently Adopted Accounting Standards In August 2017, the FASB issued ASU 2017-12 with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of hedge accounting guidance. The standard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The standard requires adoption on a modified retrospective basis for hedging relationships existing as of the adoption date and on a prospective basis for the amended presentation and disclosure requirements. The Company elected to early adopt the standard as of January 1, 2018. Adoption of the standard did not result in a cumulative effect adjustment to retained earnings as of January 1, 2018 as the Company had no cumulative ineffectiveness recognized under its hedging relationships existing as of the adoption date. See Note 8. Hedging Transactions and Derivative Instruments for detail on the Company's prospective adoption of the amended presentation and disclosure requirements. The adoption of this standard had no other impact on the Consolidated Financial Statements. In May 2017, the FASB issued ASU 2017-09 that provides guidance about when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition, or classification of an award is not the same immediately before and after a change to the terms and conditions of the award. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company prospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 primarily to improve the presentation of net periodic pension and post-retirement benefit cost. The new guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of earnings separately from the service cost component and outside of any subtotal of operating income. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2018 using a retrospective approach for the presentation of net benefit cost components. For the three months ended March 31, 2018, net benefit income other than service cost of $0.2 million was recognized within the Other expense (income), net line on the Consolidated Statements of Earnings. For the three months ended March 31, 2017, net benefit income other than service cost of $0.1 million previously presented in the Selling and administrative expenses line on the Consolidated Statements of Earnings has been reclassified to the Other expense (income), net line. The adoption of this standard had no other impact on the Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, which requires a reporting entity to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or liabilities. This standard is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company prospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15 with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new guidance requires evaluation of cash receipts and payments on the basis of the nature of the underlying cash flows and provides clarity for categorization for specific transactions. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company retrospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. 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. The Company adopted this guidance on a modified retrospective basis as of January 1, 2018, which had no impact on the Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09 and issued subsequent amendments to the initial guidance within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, which are collectively referred to as "ASC 606." The core principal of the guidance is to provide a comprehensive 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. The standard is effective for annual and interim periods beginning after December 15, 2017. On January 1, 2018, the Company adopted ASC 606 using the modified retrospective (cumulative effect) transition method. Under this transition method, results for reporting periods beginning January 1, 2018 or later are presented under ASC 606, while prior period results continue to be reported in accordance with previous guidance. The Company did not recognize a cumulative effect adjustment to retained earnings as of January 1, 2018 as the impact of the standard on the Consolidated Financial Statements was not material. As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with our historical practice of recognizing revenue when title and risk of loss pass to the customer. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The majority of the Company’s revenue is generated through the manufacture and sale of a broad range of specialized products and components. For product and component sales, each good sold to a customer typically represents a distinct performance obligation. The Company’s performance obligation to provide goods to a customer is typically satisfied at a point in time upon completion of the shipping process as indicated by the terms of the contract, at which point control is transferred to the customer and revenue is recognized. The Company has no significant arrangements with multiple performance obligations. Remaining performance obligations consist of the aggregate amount of the total transaction price that is unsatisfied or partially satisfied. As of March 31, 2018, our total remaining performance obligations are immaterial. The terms of a contract or historical business practice can give rise to variable consideration, including customer discounts, rebates, and returns. The Company estimates variable consideration using either the expected value or most likely amount method. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur in a subsequent reporting period. Our estimates of variable consideration are based on all reasonably available information (historical, current, and forecasted). The Company elected to account for shipping and handling activities that occur after control of the related good transfers to the customer as fulfillment activities rather than evaluating such activities as performance obligations. As a result, all shipping and handling costs related to contracts with customers are recognized in the Cost of goods sold line on the Consolidated Statements of Earnings, which is consistent with our historical practice. Additionally, the Company elected to apply the practical expedient allowing incremental costs of obtaining a contract to be expensed as incurred if the amortization period of the resulting asset would have been less than one year. These costs primarily consist of sales commissions and the Company has no such significant costs exceeding the one year limit for applying the practical expedient. Receivables, net from contracts with customers were $109.8 million and $127.0 million as of March 31, 2018 and January 1, 2018, respectively. See Note 15. Segment Information for disclosures regarding the disaggregation of revenues. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 Securities and Exchange Commission ("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, 2017 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. |
Recent Accounting Standards New
Recent Accounting Standards New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In February 2018, the FASB issued ASU 2018-02, which allows the reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Reform Act. The standard also requires certain disclosures concerning stranded tax effects regardless of the election with respect to stranded tax effects resulting from the Tax Reform Act. The standard is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The standard should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effects of the Tax Reform Act were recognized. The Company has not yet determined whether it will reclassify stranded tax effects resulting from the Tax Reform Act. The impact of the reclassification, if elected, would not be significant. The Company plans to adopt this standard on January 1, 2019. 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 leases in the statement of earnings 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 established a project plan and is evaluating its lease portfolio to assess the impact on its Consolidated Financial Statements as well as on its accounting processes, internal controls, and disclosures. The Company has not yet determined the impact of the standard on its Consolidated Financial Statements. The Company plans to adopt the standard on January 1, 2019. Recently Adopted Accounting Standards In August 2017, the FASB issued ASU 2017-12 with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of hedge accounting guidance. The standard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The standard requires adoption on a modified retrospective basis for hedging relationships existing as of the adoption date and on a prospective basis for the amended presentation and disclosure requirements. The Company elected to early adopt the standard as of January 1, 2018. Adoption of the standard did not result in a cumulative effect adjustment to retained earnings as of January 1, 2018 as the Company had no cumulative ineffectiveness recognized under its hedging relationships existing as of the adoption date. See Note 8. Hedging Transactions and Derivative Instruments for detail on the Company's prospective adoption of the amended presentation and disclosure requirements. The adoption of this standard had no other impact on the Consolidated Financial Statements. In May 2017, the FASB issued ASU 2017-09 that provides guidance about when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition, or classification of an award is not the same immediately before and after a change to the terms and conditions of the award. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company prospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 primarily to improve the presentation of net periodic pension and post-retirement benefit cost. The new guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the statement of earnings separately from the service cost component and outside of any subtotal of operating income. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this guidance on January 1, 2018 using a retrospective approach for the presentation of net benefit cost components. For the three months ended March 31, 2018, net benefit income other than service cost of $0.2 million was recognized within the Other expense (income), net line on the Consolidated Statements of Earnings. For the three months ended March 31, 2017, net benefit income other than service cost of $0.1 million previously presented in the Selling and administrative expenses line on the Consolidated Statements of Earnings has been reclassified to the Other expense (income), net line. The adoption of this standard had no other impact on the Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, which requires a reporting entity to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or liabilities. This standard is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company prospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15 with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new guidance requires evaluation of cash receipts and payments on the basis of the nature of the underlying cash flows and provides clarity for categorization for specific transactions. This standard is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company retrospectively adopted this guidance on January 1, 2018, which had no impact on the Consolidated Financial Statements. 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. The Company adopted this guidance on a modified retrospective basis as of January 1, 2018, which had no impact on the Consolidated Financial Statements. In May 2014, the FASB issued ASU 2014-09 and issued subsequent amendments to the initial guidance within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, which are collectively referred to as "ASC 606." The core principal of the guidance is to provide a comprehensive 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. The standard is effective for annual and interim periods beginning after December 15, 2017. On January 1, 2018, the Company adopted ASC 606 using the modified retrospective (cumulative effect) transition method. Under this transition method, results for reporting periods beginning January 1, 2018 or later are presented under ASC 606, while prior period results continue to be reported in accordance with previous guidance. The Company did not recognize a cumulative effect adjustment to retained earnings as of January 1, 2018 as the impact of the standard on the Consolidated Financial Statements was not material. As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with our historical practice of recognizing revenue when title and risk of loss pass to the customer. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The majority of the Company’s revenue is generated through the manufacture and sale of a broad range of specialized products and components. For product and component sales, each good sold to a customer typically represents a distinct performance obligation. The Company’s performance obligation to provide goods to a customer is typically satisfied at a point in time upon completion of the shipping process as indicated by the terms of the contract, at which point control is transferred to the customer and revenue is recognized. The Company has no significant arrangements with multiple performance obligations. Remaining performance obligations consist of the aggregate amount of the total transaction price that is unsatisfied or partially satisfied. As of March 31, 2018, our total remaining performance obligations are immaterial. The terms of a contract or historical business practice can give rise to variable consideration, including customer discounts, rebates, and returns. The Company estimates variable consideration using either the expected value or most likely amount method. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur in a subsequent reporting period. Our estimates of variable consideration are based on all reasonably available information (historical, current, and forecasted). The Company elected to account for shipping and handling activities that occur after control of the related good transfers to the customer as fulfillment activities rather than evaluating such activities as performance obligations. As a result, all shipping and handling costs related to contracts with customers are recognized in the Cost of goods sold line on the Consolidated Statements of Earnings, which is consistent with our historical practice. Additionally, the Company elected to apply the practical expedient allowing incremental costs of obtaining a contract to be expensed as incurred if the amortization period of the resulting asset would have been less than one year. These costs primarily consist of sales commissions and the Company has no such significant costs exceeding the one year limit for applying the practical expedient. Receivables, net from contracts with customers were $109.8 million and $127.0 million as of March 31, 2018 and January 1, 2018, respectively. See Note 15. Segment Information for disclosures regarding the disaggregation of revenues. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations | Summarized results of the Company's discontinued operations are as follows: Three Months Ended March 31, (in millions) 2018 2017 Revenues $ — $ 25.4 Cost of goods sold — 17.1 Gross profit — 8.3 Research and development expenses — 2.2 Selling and administrative expenses — 4.7 Restructuring charges — 0.1 Operating expenses — 7.0 Other (income) expense, net (0.2 ) 0.6 Earnings from discontinued operations before taxes (1) 0.2 0.7 Provision for (benefit from) income taxes 0.1 (1.1 ) Earnings from discontinued operations, net of tax $ 0.1 $ 1.8 (1) The Company's policy is to not allocate interest expense to discontinued operations unless it is directly attributable to the operations. The results of operations of the Timing Device Business and Speaker and Receiver Product Line did not have any such interest expense in the periods presented. Assets and liabilities of discontinued operations are summarized below: (in millions) March 31, 2018 December 31, 2017 Assets of discontinued operations: Receivables $ 1.8 $ 1.2 Prepaid and other current assets 0.1 0.5 Total current assets 1.9 1.7 Total assets (1) $ 1.9 $ 1.7 Liabilities of discontinued operations: Accounts payable $ — $ 0.1 Other current liabilities 2.3 5.5 Total current liabilities 2.3 5.6 Total liabilities (1) $ 2.3 $ 5.6 (1) In connection with the sale of the Timing Device Business, the Company retained certain obligations related to employees of the Timing Device Business. This arrangement results in maintaining asset and liability balances, which are expected to be settled during the current fiscal year. The following table presents the depreciation, amortization, and capital expenditures related to discontinued operations: Three Months Ended March 31, (in millions) 2018 2017 Depreciation $ — $ 0.6 Amortization of intangible assets — 0.3 Capital expenditures — 0.9 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The table below represents a preliminary allocation of the purchase price to net assets acquired as of January 19, 2018: (in millions) Cash 0.2 Receivables 1.7 Inventories 2.1 Property, plant, and equipment 2.1 Customer relationships 7.3 Unpatented technologies 2.0 Trademarks and other amortized intangible assets 0.4 Other assets 0.2 Goodwill 2.9 Assumed current liabilities (0.2 ) Total purchase price $ 18.7 |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited pro-forma financial information does not necessarily represent the results that would have occurred had the acquisition occurred on January 1, 2017. In addition, the unaudited pro-forma information should not be deemed to be indicative of future results. Three Months Ended March 31, (in millions, except share and per share amounts) 2018 2017 Revenues from continuing operations: As reported $ 178.5 $ 168.3 Pro-forma 179.1 171.2 Loss from continuing operations: As reported $ (0.4 ) $ (5.0 ) Pro-forma — (4.4 ) Basic loss per share from continuing operations: As reported $ — $ (0.06 ) Pro-forma — (0.05 ) Diluted loss per share from continuing operations: As reported $ — $ (0.06 ) Pro-forma — (0.05 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory, Net [Abstract] | |
Components of Inventory | The following table details the major components of inventories, net: (in millions) March 31, 2018 December 31, 2017 Raw materials $ 68.2 $ 65.9 Work in progress 23.7 21.3 Finished goods 76.1 60.8 Subtotal 168.0 148.0 Less reserves (24.0 ) (22.4 ) Total $ 144.0 $ 125.6 |
Property, Plant, and Equipmen29
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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) March 31, 2018 December 31, 2017 Land $ 7.5 $ 7.7 Buildings and improvements 105.0 103.2 Machinery, equipment, and other 480.0 441.1 Subtotal 592.5 552.0 Less accumulated depreciation (389.1 ) (369.0 ) Total $ 203.4 $ 183.0 Depreciation expense totaled $11.9 million and $11.7 million for the three months ended March 31, 2018 and 2017 , respectively. |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | The changes in carrying value of goodwill by reportable segment for the three months ended March 31, 2018 are as follows: (in millions) Audio Precision Devices Total Balance at December 31, 2017 $ 859.9 $ 25.0 $ 884.9 Acquisition (1) — 2.9 2.9 Balance at March 31, 2018 $ 859.9 $ 27.9 $ 887.8 |
Schedule of Intangible Assets | The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2018 December 31, 2017 (in millions) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Trademarks $ 0.5 $ 0.2 $ 0.3 $ 0.2 Patents 40.8 23.4 40.8 22.2 Customer relationships 10.6 1.0 3.3 0.7 Unpatented technologies 4.4 2.3 2.4 2.2 Other 0.2 — — — Total 56.5 26.9 46.8 25.3 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 61.6 $ 53.5 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense for the next five years, based on current intangible balances, is estimated to be as follows: (in millions) Q2 - Q4 2018 $ 4.9 2019 6.4 2020 6.3 2021 6.3 2022 1.1 |
Restructuring and Related Act31
Restructuring and Related Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, (in millions) 2018 2017 Audio $ 0.3 $ 4.7 Precision Devices 0.1 0.1 Corporate — 0.1 Total $ 0.4 $ 4.9 |
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, 2017 $ 4.7 $ 0.4 $ 5.1 Restructuring charges 0.4 — 0.4 Payments (2.7 ) (0.1 ) (2.8 ) Other, including foreign currency 0.2 — 0.2 Balance at March 31, 2018 $ 2.6 $ 0.3 $ 2.9 |
Schedule of Restructuring Reserve by Balance Sheet Location | The severance and restructuring accruals are recorded in the following line items on the Consolidated Balance Sheets: (in millions) March 31, 2018 December 31, 2017 Other accrued expenses $ 2.7 $ 4.8 Other liabilities (1) 0.2 0.3 Total $ 2.9 $ 5.1 (1) This line represents the long-term portion of the charges associated with lease obligations, net of reasonably obtainable sublease income. |
Hedging Transaction and Deriv32
Hedging Transaction and Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments, Balance Sheet Location | The fair values of derivative instruments held by the Company are as follows (in millions): Derivative Assets (Liabilities) Hedge Type Contract Type Balance Sheet Line March 31, 2018 December 31, 2017 Derivatives designated as hedging instruments: Cash flow hedges Foreign exchange contracts Prepaid and other current assets $ 1.0 $ 0.6 Cash flow hedges Foreign exchange contracts Other accrued expenses (0.1 ) — Derivatives not designated as hedging instruments: Economic hedges Foreign exchange contracts Other accrued expenses (0.1 ) — |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance Location | The pre-tax amount of unrealized gain recognized in accumulated other comprehensive loss on derivatives designated as hedging instruments is as follows (in millions): Three Months Ended March 31, Hedge Type Contract Type 2018 2017 Cash flow hedges Foreign exchange contracts $ 1.0 $ 0.7 Cash flow hedges Interest rate contracts 0.1 0.1 The table above excludes tax of $0.3 million and $0.2 million for the three months ended March 31, 2018 and 2017 , respectively. The pre-tax impact of derivatives on the Consolidated Statements of Earnings is as follows (in millions): Three Months Ended March 31, 2018 2017 Hedge Type Contract Type Cost of goods sold Interest expense, net Other (income) expense, net Interest expense, net Other (income) expense, net Total amounts per Consolidated Statements of Earnings $ 113.2 $ 4.0 $ (0.1 ) $ 5.2 $ 1.6 Effect of derivatives designated as hedging instruments Amount of (gain) loss reclassified from accumulated other comprehensive loss into earnings: Cash flow hedges Foreign exchange contracts (0.8 ) — — — 1.1 Cash flow hedges Interest rate contracts — 0.1 — 0.3 — Effect of derivatives not designated as hedging instruments Amount of gain recognized in earnings: Economic hedges Foreign exchange contracts — — (0.4 ) — (0.9 ) |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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) March 31, 2018 December 31, 2017 3.25% Convertible Senior Notes $ 143.6 $ 141.9 Revolving credit facility 50.7 50.7 Total 194.3 192.6 Less current maturities (1) — — Total long-term debt $ 194.3 $ 192.6 (1) There are no required principal payments due under the 3.25% Convertible Senior Notes or the revolving credit facility until maturities in November 2021 and October 2022, respectively. |
Contractual Obligation, Fiscal Year Maturity Schedule | Total debt principal payments over the next five years are as follows: (in millions) Q2-Q4 2018 2019 2020 2021 2022 Debt principal payments $ — $ — $ — $ 172.5 $ 50.7 |
Schedule of Convertible Debt | The Notes consist of the following: (in millions) March 31, 2018 December 31, 2017 Liability component: Principal $ 172.5 $ 172.5 Less debt issuance costs and debt discount, net of amortization (28.9 ) (30.6 ) Total $ 143.6 $ 141.9 Less current maturities (1) — — Long-term portion $ 143.6 $ 141.9 Equity component (2) $ 29.9 $ 29.9 (1) There are no required principal payments due until maturity in November 2021. (2) Recorded in the Consolidated Balance Sheets within additional paid-in capital, inclusive of the $1.3 million of issuance costs in equity. |
Schedule of Convertible Debt Interest Expense | The following table sets forth total interest expense recognized related to the Notes: Three Months Ended March 31, (in millions) 2018 2017 3.25% coupon $ 1.4 $ 1.4 Amortization of debt issuance costs 0.2 0.2 Amortization of debt discount 1.5 1.4 Total $ 3.1 $ 3.0 |
Schedule of Revolving Credit Facilities | Revolving credit facility borrowings consist of the following: (in millions) March 31, 2018 December 31, 2017 $400.0 million revolving credit facility due October 2022 $ 50.7 $ 50.7 Less current maturities (1) — — Long-term portion $ 50.7 $ 50.7 (1) There are no required principal payments due until maturity in October 2022. |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of other comprehensive (loss) earnings | The amounts recognized in other comprehensive earnings were as follows: Three Months Ended Three Months Ended March 31, 2018 March 31, 2017 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ 4.9 $ — $ 4.9 $ 14.7 $ — $ 14.7 Employee benefit plans 0.1 — 0.1 — — — Changes in fair value of cash flow hedges 0.4 (0.2 ) 0.2 2.2 (0.2 ) 2.0 Total other comprehensive earnings $ 5.4 $ (0.2 ) $ 5.2 $ 16.9 $ (0.2 ) $ 16.7 |
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 three months ended March 31, 2018 and 2017 : (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2017 $ 0.5 $ (15.3 ) $ (85.2 ) $ (100.0 ) Other comprehensive earnings, net of tax 0.2 0.1 4.9 5.2 Balance at March 31, 2018 $ 0.7 $ (15.2 ) $ (80.3 ) $ (94.8 ) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2016 $ (3.2 ) $ (16.6 ) $ (112.3 ) $ (132.1 ) Other comprehensive earnings, net of tax 2.0 — 14.7 16.7 Balance at March 31, 2017 $ (1.2 ) $ (16.6 ) $ (97.6 ) $ (115.4 ) The following table summarizes the amounts reclassified from accumulated other comprehensive loss to earnings: Three Months Ended March 31, (in millions) Statement of Earnings Line 2018 2017 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.1 $ — Tax Provision for (benefit from) income taxes — — Net of tax $ 0.1 $ — Cash flow hedges: Net (gains) losses reclassified into earnings Various (1) $ (0.7 ) $ 1.4 Tax Provision for (benefit from) income taxes 0.1 — Net of tax $ (0.6 ) $ 1.4 (1) See Note 8. Hedging Transactions and Derivative Instruments for additional information. |
Equity Incentive Program (Table
Equity Incentive Program (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation [Abstract] | |
Schedule of Black-Scholes Option-Pricing Assumptions | The expense related to stock options granted in the three months ended March 31, 2018 and 2017 was estimated on the date of grant using a Black-Scholes option-pricing model based on the assumptions shown in the table below: Three Months Ended March 31, 2018 2017 Risk-free interest rate 2.59% 1.93% Dividend yield —% —% Expected life (years) 4.5 4.5 Volatility 41.2% 38.8% Fair value at date of grant $5.39 $6.61 to $6.73 |
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 three months ended March 31, 2018 (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, 2017 850,516 $ 21.54 4,901,739 $ 18.36 Granted — — 917,717 14.29 Exercised — — (15,957 ) 11.02 Forfeited — — (28,366 ) 15.92 Expired (6,008 ) 23.92 (34,715 ) 22.04 Outstanding at March 31, 2018 844,508 $ 21.53 $— 3.8 5,740,418 $ 17.72 $2.3 4.9 Exercisable at March 31, 2018 844,508 $ 21.53 $— 3.8 3,624,929 $ 19.46 $1.5 4.1 |
Schedule of Restricted Stock Units Award Activity | The following table summarizes the Company's restricted stock unit ("RSU") balances for the three months ended March 31, 2018 : Share units Weighted-average grant date fair value Unvested at December 31, 2017 2,202,576 $ 16.54 Granted 1,408,806 14.29 Vested (707,242 ) 17.67 Forfeited (79,440 ) 15.51 Unvested at March 31, 2018 2,824,700 $ 15.18 |
Share-based Compensation, Performance Shares Award Outstanding Activity [Table Text Block] | Share units Weighted-average grant date fair value Unvested at December 31, 2017 176,000 $ 15.32 Granted 365,456 13.75 Vested — — Forfeited — — Unvested at March 31, 2018 541,456 $ 14.26 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, (in millions, except share and per share amounts) 2018 2017 Loss from continuing operations $ (0.4 ) $ (5.0 ) Earnings from discontinued operations, net 0.1 1.8 Net loss $ (0.3 ) $ (3.2 ) Basic (loss) earnings per common share: Loss from continuing operations $ — $ (0.06 ) Earnings from discontinued operations, net — 0.02 Net loss $ — $ (0.04 ) Weighted-average shares outstanding 89,718,318 88,973,503 Diluted (loss) earnings per common share: Loss from continuing operations $ — $ (0.06 ) Earnings from discontinued operations, net — 0.02 Net loss $ — $ (0.04 ) Diluted weighted-average shares outstanding 89,718,318 88,973,503 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue and Earnings from continuing operations by market segment | Three Months Ended March 31, (in millions) 2018 2017 Revenues: Audio $ 146.4 $ 144.2 Precision Devices 32.1 24.1 Total revenues $ 178.5 $ 168.3 Earnings from continuing operations before interest and income taxes: Audio $ 12.3 $ 8.9 Precision Devices 6.2 4.3 Total segments 18.5 13.2 Corporate expense / other 14.1 13.5 Interest expense, net 4.0 5.2 Earnings (loss) before income taxes and discontinued operations 0.4 (5.5 ) Provision for (benefit from) income taxes 0.8 (0.5 ) Loss from continuing operations $ (0.4 ) $ (5.0 ) |
Reconciliation of Assets from Segment to Consolidated | Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2018 December 31, 2017 Audio $ 1,411.9 $ 1,430.9 Precision Devices 120.4 103.4 Corporate / eliminations 12.1 13.8 Discontinued operations 1.9 1.7 Total $ 1,546.3 $ 1,549.8 |
Revenue from External Customers by Geographic Areas | The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in Asia, North America, and Europe. Three Months Ended March 31, (in millions) 2018 2017 Asia $ 126.0 $ 124.9 United States 29.6 23.1 Europe 20.5 18.4 Other Americas 0.9 0.8 Other 1.5 1.1 Total $ 178.5 $ 168.3 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Noncash Investing and Financing Items | ||
Purchases of property and equipment included in accounts payable | $ 11.8 | $ 3.6 |
Basis of Presentation Prior Per
Basis of Presentation Prior Period Corrections (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Quantifying Misstatement in Current Year Financial Statements | ||
Earnings (loss) before income taxes and discontinued operations | $ 0.4 | $ (5.5) |
Restatement Adjustment | Incentive Compensation Accrual | ||
Quantifying Misstatement in Current Year Financial Statements | ||
Earnings (loss) before income taxes and discontinued operations | $ 1.1 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Nov. 28, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total assets (1) | $ 1,900,000 | $ 1,700,000 | ||
Total liabilities (1) | 2,300,000 | 5,600,000 | ||
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of business | 62,300,000 | |||
Revenues | 0 | $ 25,400,000 | ||
Cost of goods sold | 0 | 17,100,000 | ||
Gross profit | 0 | 8,300,000 | ||
Research and development expenses | 0 | 2,200,000 | ||
Selling and administrative expenses | 0 | 4,700,000 | ||
Restructuring charges | 0 | 100,000 | ||
Operating expenses | 0 | 7,000,000 | ||
Disposal Group, Including Discontinued Operation, Other Income | (200,000) | |||
Other (income) expense, net | 600,000 | |||
Earnings from discontinued operations before taxes (1) | 200,000 | 700,000 | ||
Provision for (benefit from) income taxes | 100,000 | (1,100,000) | ||
Earnings from discontinued operations, net of tax | 100,000 | 1,800,000 | ||
Receivables | 1,800,000 | 1,200,000 | ||
Prepaid and other current assets | 100,000 | 500,000 | ||
Total current assets | 1,900,000 | 1,700,000 | ||
Total assets (1) | 1,900,000 | 1,700,000 | ||
Accounts payable | 0 | 100,000 | ||
Other current liabilities | 2,300,000 | 5,500,000 | ||
Total current liabilities | 2,300,000 | 5,600,000 | ||
Total liabilities (1) | 2,300,000 | 5,600,000 | ||
Depreciation | 0 | 600,000 | ||
Amortization of intangible assets | 0 | 300,000 | ||
Capital expenditures | 0 | 900,000 | ||
Precision Devices | Timing Device Business | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received for disposal group | $ 130,000,000 | |||
Proceeds from the sale of business | 133,300,000 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | 400,000 | |||
Prepaid Expenses and Other Current Assets | Precision Devices | Timing Device Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from the sale of business | $ 10,000,000 | |||
Accounts Payable | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Capital expenditures | $ 0 | $ 200,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Jan. 19, 2018 | Jan. 11, 2017 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 |
Business Acquisition | |||||||
Goodwill | $ 887,800,000 | $ 887,800,000 | $ 884,900,000 | ||||
Revenue, Net | 178,500,000 | $ 168,300,000 | |||||
Loss from continuing operations | $ (400,000) | $ (5,000,000) | |||||
Loss from continuing operations, per basic share | $ 0 | $ (0.06) | |||||
Loss from continuing operations, per diluted share | $ 0 | $ (0.06) | |||||
Compex Corporation | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Gross | $ 16,000,000 | ||||||
Business Combination, Consideration Transferred | 18,700,000 | ||||||
Business Combination, Consideration Transferred, Other | 600,000 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,600,000 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 200,000 | ||||||
Cash | 200,000 | ||||||
Receivables | 1,700,000 | ||||||
Inventories | 2,100,000 | ||||||
Property, plant, and equipment | 2,100,000 | ||||||
Business Combination, Contingent Consideration, Asset, Noncurrent | 200,000 | ||||||
Goodwill | 2,900,000 | ||||||
Assumed current liabilities | (200,000) | ||||||
Total purchase price | 18,700,000 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | ||||||
Business Acquisition, Pro Forma Revenue | $ 179,100,000 | $ 171,200,000 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 0 | $ (4,400,000) | |||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0 | $ (0.05) | |||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0 | $ (0.05) | |||||
17Q1 Capacitor Acquisition | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Gross | $ 3,700,000 | $ 2,500,000 | |||||
Scenario, Forecast | 17Q1 Capacitor Acquisition | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Gross | $ 1,200,000 | ||||||
Customer relationships | Compex Corporation | |||||||
Business Acquisition | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 7,300,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||
Unpatented technologies | Compex Corporation | |||||||
Business Acquisition | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 2,000,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||||
Trademarks | Compex Corporation | |||||||
Business Acquisition | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 400,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||
Other liabilities | Compex Corporation | |||||||
Business Acquisition | |||||||
Payments to Acquire Businesses, Gross | $ 1,000,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory, Net [Abstract] | ||
Raw materials | $ 68.2 | $ 65.9 |
Work in progress | 23.7 | 21.3 |
Finished goods | 76.1 | 60.8 |
Subtotal | 168 | 148 |
Less reserves | (24) | (22.4) |
Total | $ 144 | $ 125.6 |
Property, Plant and Equipment,
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment | |||
Cost | $ 592.5 | $ 552 | |
Less accumulated depreciation | (389.1) | (369) | |
Total | 203.4 | 183 | |
Depreciation | 11.9 | $ 11.7 | |
Land | |||
Property, Plant and Equipment | |||
Cost | 7.5 | 7.7 | |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Cost | 105 | 103.2 | |
Machinery, equipment, and other | |||
Property, Plant and Equipment | |||
Cost | $ 480 | $ 441.1 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | $ 884.9 |
Acquisition (1) | 2.9 |
Balance at March 31, 2018 | 887.8 |
Audio | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 859.9 |
Acquisition (1) | 0 |
Balance at March 31, 2018 | 859.9 |
Precision Devices | |
Goodwill [Roll Forward] | |
Balance at December 31, 2017 | 25 |
Acquisition (1) | 2.9 |
Balance at March 31, 2018 | $ 27.9 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets - Intangible Assets and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 56.5 | $ 46.8 | |
Accumulated amortization | 26.9 | 25.3 | |
Intangible assets, net | 61.6 | 53.5 | |
Amortization expense | 1.6 | $ 2.7 | |
Q2 - Q4 2018 | 4.9 | ||
2,019 | 6.4 | ||
2,020 | 6.3 | ||
2,022 | 6.3 | ||
2,023 | 1.1 | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Unamortized intangible assets, gross carrying amount | 32 | 32 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 0.5 | 0.3 | |
Accumulated amortization | 0.2 | 0.2 | |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 40.8 | 40.8 | |
Accumulated amortization | 23.4 | 22.2 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 10.6 | 3.3 | |
Accumulated amortization | 1 | 0.7 | |
Unpatented technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 4.4 | 2.4 | |
Accumulated amortization | 2.3 | 2.2 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 0.2 | 0 | |
Accumulated amortization | $ 0 | $ 0 |
Restructuring and Related Act46
Restructuring and Related Activities - Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.4 | $ 0.6 |
Restructuring and Related Cost, Incurred Cost | 0.4 | |
Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.4 | 4.9 |
Severance Pay and Benefits | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 0.4 | |
Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 0 | |
Operating Segments | Audio | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.3 | 4.7 |
Operating Segments | Precision Devices | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.1 | 0.1 |
Corporate | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0 | 0.1 |
Cost of Goods Sold, Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 4.3 | |
Operating Expense | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.4 | |
Restructuring Charges [Member] | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.6 |
Restructuring and Related Act47
Restructuring and Related Activities - Restructuring Accrual Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.4 | $ 0.6 |
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 5.1 | |
Restructuring charges | 0.4 | |
Payments | (2.8) | |
Severance and other restructuring reserve, ending balance | 2.9 | |
Restructuring Reserve, Accrual Adjustment | 0.2 | |
Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.4 | 4.9 |
Severance Pay and Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 4.7 | |
Restructuring charges | 0.4 | |
Payments | (2.7) | |
Severance and other restructuring reserve, ending balance | 2.6 | |
Restructuring Reserve, Accrual Adjustment | 0.2 | |
Contract Termination and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 0.4 | |
Restructuring charges | 0 | |
Payments | (0.1) | |
Severance and other restructuring reserve, ending balance | 0.3 | |
Restructuring Reserve, Accrual Adjustment | 0 | |
Cost of Goods Sold, Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 4.3 | |
Operating Expense | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.4 | |
Restructuring Charges [Member] | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.6 |
Restructuring and Related Act48
Restructuring and Related Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 2.9 | $ 5.1 |
Other accrued expenses | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | 2.7 | 4.8 |
Other liabilities | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 0.2 | $ 0.3 |
Hedging Transaction and Deriv49
Hedging Transaction and Derivative Instruments - Narrative (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 14, 2017 | Nov. 12, 2014 |
Foreign Exchange Forward | Cash Flow Hedging | Designated as hedging instrument | ||||
Derivative | ||||
Derivative, notional amount | $ 52,600,000 | $ 17,900,000 | ||
Interest Rate Swap | Cash Flow Hedging | Designated as hedging instrument | ||||
Derivative | ||||
Derivative, notional amount | $ 50,000,000 | $ 100,000,000 | ||
Foreign Currency Gain (Loss) | Not Designated as Hedging Instrument, Economic Hedge | Not designated as hedging instrument | ||||
Derivative | ||||
Derivative, notional amount | $ 2,700,000 | $ 6,400,000 |
Hedging Transaction and Deriv50
Hedging Transaction and Derivative Instruments - Fair Value of Derivative Instruments, Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Foreign Exchange Contract [Member] | Cash Flow Hedging | Designated as hedging instrument | Prepaid Expenses and Other Current Assets | ||
Derivatives, Fair Value | ||
Derivative Asset | $ 1 | $ 0.6 |
Foreign Exchange Contract [Member] | Cash Flow Hedging | Designated as hedging instrument | Other accrued expenses | ||
Derivatives, Fair Value | ||
Derivative liability | (0.1) | 0 |
Foreign Currency Economic Hedge [Member] | Not Designated as Hedging Instrument, Economic Hedge | Not designated as hedging instrument | Other accrued expenses | ||
Derivatives, Fair Value | ||
Derivative liability | $ (0.1) | $ 0 |
Hedging Transaction and Deriv51
Hedging Transaction and Derivative Instruments - Gain (Loss) of Derivative Instruments Recognized on Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax | $ 0.3 | $ 0.2 |
Cost of goods sold | 113.2 | 104.7 |
Interest expense, net | (4) | (5.2) |
Other (income) expense, net | 0.1 | (1.6) |
Interest Rate Swap | Cost of goods sold | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | |
Interest Rate Swap | Interest expense, net | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | (0.1) | (0.3) |
Interest Rate Swap | Other nonoperating income (expense) | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | 0 |
Foreign Exchange Contract [Member] | Cost of goods sold | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0.8 | |
Foreign Exchange Contract [Member] | Interest expense, net | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | 0 |
Foreign Exchange Contract [Member] | Other nonoperating income (expense) | Cash Flow Hedging | Designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | (1.1) |
Foreign Currency Economic Hedge [Member] | Cost of goods sold | Not Designated as Hedging Instrument, Economic Hedge | Not designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | |
Foreign Currency Economic Hedge [Member] | Interest expense, net | Not Designated as Hedging Instrument, Economic Hedge | Not designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | 0 | 0 |
Foreign Currency Economic Hedge [Member] | Other nonoperating income (expense) | Not Designated as Hedging Instrument, Economic Hedge | Not designated as hedging instrument | ||
Derivative | ||
Derivative, gain (loss) on derivative, net | (0.4) | (0.9) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Interest Rate Swap | ||
Derivative | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | 0.1 | 0.1 |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Foreign Exchange Contract [Member] | ||
Derivative | ||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax | $ 1 | $ 0.7 |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Long-term borrowings | |||
Long-term debt | $ 194.3 | $ 192.6 | |
Less: current maturities | 0 | 0 | |
Long-term portion | 194.3 | 192.6 | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 | ||
Supplemental Cash Flow Information, Interest Paid | |||
Interest Paid, Net | 0.4 | $ 1.5 | |
Convertible Debt | Convertible Notes Due Twenty Twenty One | |||
Debt Instrument | |||
Debt Instrument, Unamortized Discount | 28.9 | 30.6 | |
Long-term borrowings | |||
Convertible Notes Payable | 143.6 | 141.9 | |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 172.5 | ||
Line of Credit | Credit Facility due October 11, 2022 | |||
Long-term borrowings | |||
Long-term Line of Credit | 50.7 | $ 50.7 | |
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 50.7 |
Borrowings Convertible Debt (De
Borrowings Convertible Debt (Details) - Convertible Debt - Convertible Notes Due Twenty Twenty One $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($) | May 04, 2016USD ($)$ / shares | |
Schedule of Convertible Debt | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | ||||
Debt Instrument, Convertible, Conversion Ratio | 54.2741 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 18.4250 | ||||
Debt Issuance Costs, Net | $ 5 | ||||
Debt Issuance Costs Attributable to the Equity Component | 1.3 | ||||
Deferred Tax Assets, Net | 0.5 | ||||
Debt Instrument, Face Amount | 172.5 | $ 172.5 | $ 172.5 | ||
Debt Instrument, Unamortized Discount | 28.9 | 30.6 | |||
Convertible Notes Payable | 143.6 | 141.9 | |||
Convertible Notes Payable, Current | 0 | 0 | |||
Convertible Notes Payable, Noncurrent | 143.6 | 141.9 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 29.9 | $ 29.9 | |||
Debt Instrument, Fair Value Disclosure | 179.5 | ||||
Interest Expense, Debt, Excluding Amortization | 1.4 | $ 1.4 | |||
Amortization of Debt Issuance Costs | 0.2 | 0.2 | |||
Amortization of Debt Discount (Premium) | 1.5 | 1.4 | |||
Interest Expense, Debt | $ 3.1 | $ 3 | |||
Payments for Hedge, Financing Activities | $ 44.5 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 21.1050 | ||||
Proceeds from issuance of warrants | $ 39.1 |
Borrowings Schedule of Revolvin
Borrowings Schedule of Revolving Credit Facility (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Oct. 11, 2017 | |
Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | |||
Line of Credit | Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Long-term Line of Credit | $ 50,700,000 | $ 50,700,000 | ||
Line of Credit, Current | 0 | 0 | ||
Long-term Line of Credit, Noncurrent | $ 50,700,000 | $ 50,700,000 | ||
Maximum | Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | |||
Minimum | Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | |||
Weighted Average | Line of Credit | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.28% | 0.40% | ||
London Interbank Offered Rate (LIBOR) | Maximum | Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||
London Interbank Offered Rate (LIBOR) | Minimum | Credit Facility due October 11, 2022 | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||
London Interbank Offered Rate (LIBOR) | Weighted Average | Line of Credit | ||||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | ||||
Debt Instrument, Interest Rate, Effective Percentage | 3.70% | 3.64% |
Other Comprehensive Loss - OCI
Other Comprehensive Loss - OCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Foreign currency translation adjustments [Abstract] | ||
Foreign currency translation | $ 4.9 | $ 14.7 |
Foreign currency translation, tax | 0 | 0 |
Foreign currency translation, net of tax | 4.9 | 14.7 |
Changes in fair value of cash flow hedges: | ||
Changes in fair value of cash flow hedges, before tax | 0.4 | 2.2 |
Changes in fair value of cash flow hedges, tax | (0.2) | (0.2) |
Changes in fair value of cash flow hedges, net of tax | 0.2 | 2 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent [Abstract] | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Tax, after Reclassification Adjustment, Attributable to Parent | (0.1) | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent | 0 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | (0.1) | 0 |
Total other comprehensive earnings [Abstract] | ||
Other comprehensive loss, before tax | 5.4 | 16.9 |
Other comprehensive loss, tax | (0.2) | (0.2) |
Other comprehensive earnings, net of tax | $ 5.2 | $ 16.7 |
Other Comprehensive Loss - AOCI
Other Comprehensive Loss - AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax | $ 0.1 | $ 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 0 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax | 0.1 | 0 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | (0.7) | 1.4 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 0.1 | 0 |
Net (gains) losses reclassified into earnings | (0.6) | 1.4 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (100) | (132.1) |
Other comprehensive earnings, net of tax | 5.2 | 16.7 |
Ending balance | (94.8) | (115.4) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | 0.5 | (3.2) |
Other comprehensive earnings, net of tax | 0.2 | 2 |
Ending balance | 0.7 | (1.2) |
Employee benefit plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (15.3) | (16.6) |
Other comprehensive earnings, net of tax | 0.1 | 0 |
Ending balance | (15.2) | (16.6) |
Cumulative foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (85.2) | (112.3) |
Other comprehensive earnings, net of tax | 4.9 | 14.7 |
Ending balance | $ (80.3) | $ (97.6) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Holiday [Line Items] | ||
Effective tax rate (benefit) provision | 200.00% | 9.10% |
Foreign Tax Authority | ||
Income Tax Holiday [Line Items] | ||
Effective income tax rate reconciliation, tax holiday | $ 1.5 | $ (0.5) |
Holiday benefit (usd per share) | $ 0.02 | $ 0.01 |
Equity Incentive Program - Stoc
Equity Incentive Program - Stock Options and SSARs (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SSARs | ||
Number of Shares [Roll Forward] | ||
Beginning balance | 850,516 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 0 | |
Expired | (6,008) | |
Ending balance | 844,508 | |
Exercised | 844,508 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance | $ 21.54 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 0 | |
Expired | 23.92 | |
Ending balance | 21.53 | |
Exercisable | $ 21.53 | |
SARS and Options, Additional Disclosures | ||
SSARs, aggregate intrinsic value, outstanding | $ 0 | |
SSARs, aggregate intrinsic value, exercisable | $ 0 | |
SSARs, weighted average remaining contractual terms, outstanding | 3 years 10 months | |
SSARs, weighted average remaining contractual term, exercisable | 3 years 10 months | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 2.59% | 1.93% |
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 4 years 6 months | 4 years 6 months |
Volatility | 41.20% | 38.80% |
Fair value at date of grant | $ 5.39 | |
Stock Options, Number of Shares | ||
Beginning balance | 4,901,739 | |
Granted | 917,717 | |
Exercised | 15,957 | |
Forfeited | (28,366) | |
Expired | (34,715) | |
Ending balance | 5,740,418 | |
Exercisable | 3,624,929 | |
Stock Options, Weighted Average Exercise Price | ||
Beginning balance | $ 18.36 | |
Granted | 14.29 | |
Exercised | 11.02 | |
Forfeited | 15.92 | |
Expired | 22.04 | |
Ending balance | 17.72 | |
Exercisable | $ 19.46 | |
SARS and Options, Additional Disclosures | ||
Options, aggregate intrinsic value, outstanding | $ 2.3 | |
Options, aggregate intrinsic value, exercisable | $ 1.5 | |
Options, weighted average remaining contractual term, outstanding | 4 years 11 months | |
Options, weighted average remaining contractual term, exercisable | 4 years 1 month | |
Minimum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Fair value at date of grant | $ 6.61 | |
Maximum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Fair value at date of grant | $ 6.73 |
Equity Incentive Program - RSUs
Equity Incentive Program - RSUs (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 2,202,576 |
Granted | shares | 1,408,806 |
Vested | shares | (707,242) |
Forfeited | shares | (79,440) |
Ending balance | shares | 2,824,700 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 16.54 |
Granted | $ / shares | 14.29 |
Vested | $ / shares | 17.67 |
Forfeited | $ / shares | 15.51 |
Ending balance | $ / shares | $ 15.18 |
Equity Incentive Program Equity
Equity Incentive Program Equity Incentive Program - PSUs (Details) - Performance Shares | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 176,000 |
Granted | shares | 365,456 |
Vested | shares | 0 |
Forfeited | shares | 0 |
Ending balance | shares | 541,456 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 15.32 |
Granted | $ / shares | 13.75 |
Vested | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Ending balance | $ / shares | $ 14.26 |
Equity Incentive Program - Addi
Equity Incentive Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 7 | $ 5.9 |
SSARs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | 0 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 10.1 | |
Weighted average period for compensation expense to be recognized | 1 year 6 months | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 37.3 | |
Weighted average period for compensation expense to be recognized | 1 year 7 months | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 6.6 | |
Weighted average period for compensation expense to be recognized | 2 years 7 months | |
Minimum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage increase of initial grant value | 0.00% | |
Maximum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage increase of initial grant value | 225.00% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Reconciliation of information used in computing basic and diluted earnings per share [Abstract] | ||
Loss from continuing operations | $ (0.4) | $ (5) |
Earnings from discontinued operations, net | 0.1 | 1.8 |
Net loss | $ (0.3) | $ (3.2) |
Basic (loss) earnings per common share: | ||
Loss from continuing operations, per basic share | $ 0 | $ (0.06) |
Earnings from discontinued operations, per basic share | 0 | 0.02 |
Net loss per share, basic | $ 0 | $ (0.04) |
Weighted average shares outstanding | 89,718,318 | 88,973,503 |
Diluted (loss) earnings per common share: | ||
Loss from continuing operations, per diluted share | $ 0 | $ (0.06) |
Loss from discontinued operations, net | 0 | 0.02 |
Net loss per share, diluted | $ 0 | $ (0.04) |
Diluted (in shares) | 89,718,318 | 88,973,503 |
Weighted average number of anti-dilutive shares excluded from the calculation (in shares) | 6,100,498 | 4,024,573 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018USD ($)segments | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||
Assets | $ 1,546.3 | $ 1,549.8 | |
Number of reportable segments | segments | 2 | ||
Reconciliation from Segment Totals to Consolidated [Abstract] | |||
Revenues | $ 178.5 | $ 168.3 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Interest expense, net | 4 | 5.2 | |
Earnings (loss) before income taxes and discontinued operations | 0.4 | (5.5) | |
Provision for (benefit from) income taxes | 0.8 | (0.5) | |
Loss from continuing operations | (0.4) | (5) | |
Assets of discontinued operations | 1.9 | 1.7 | |
Operating Segments | |||
Reconciliation of Net Earnings from Segments [Abstract] | |||
(Loss) earnings before interest and income taxes | 18.5 | 13.2 | |
Operating Segments | Audio | |||
Segment Reporting Information [Line Items] | |||
Assets | 1,411.9 | 1,430.9 | |
Reconciliation from Segment Totals to Consolidated [Abstract] | |||
Revenues | 146.4 | 144.2 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
(Loss) earnings before interest and income taxes | 12.3 | 8.9 | |
Operating Segments | Precision Devices | |||
Segment Reporting Information [Line Items] | |||
Assets | 120.4 | 103.4 | |
Reconciliation from Segment Totals to Consolidated [Abstract] | |||
Revenues | 32.1 | 24.1 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
(Loss) earnings before interest and income taxes | 6.2 | 4.3 | |
Corporate | |||
Reconciliation of Net Earnings from Segments [Abstract] | |||
Corporate expense / other | 14.1 | 13.5 | |
Segment Reconciling Items | |||
Reconciliation of Net Earnings from Segments [Abstract] | |||
Interest expense, net | (4) | $ (5.2) | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 12.1 | $ 13.8 |