Cover Statement
Cover Statement - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36102 | |
Entity Registrant Name | Knowles Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1002689 | |
Entity Address, Address Line One | 1511 Maplewood Drive, | |
Entity Address, City or Town | Itasca, | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60143 | |
City Area Code | (630) | |
Local Phone Number | 250-5100 | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | KN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 91,524,858 |
Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document Information [Line Items] | |
Entity Central Index Key | 0001587523 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Period Focus | Q1 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2020 |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 163,100,000 | $ 179,800,000 |
Cost of goods sold | 105,500,000 | 110,800,000 |
Restructuring charges - cost of goods sold | 1,400,000 | 500,000 |
Gross profit | 56,200,000 | 68,500,000 |
Research and development expenses | 25,700,000 | 24,700,000 |
Selling and administrative expenses | 36,200,000 | 37,600,000 |
Restructuring charges | 3,900,000 | 1,800,000 |
Operating expenses | 65,800,000 | 64,100,000 |
Operating (loss) earnings | (9,600,000) | 4,400,000 |
Interest expense, net | 3,700,000 | 3,500,000 |
Other (income) expense, net | (2,700,000) | 1,000,000 |
Loss before income taxes and discontinued operations | (10,600,000) | (100,000) |
Provision for income taxes | 2,200,000 | 2,600,000 |
Loss from continuing operations | (12,800,000) | (2,700,000) |
Earnings from discontinued operations, net | 3,700,000 | 0 |
Net loss | $ (9,100,000) | $ (2,700,000) |
Earnings per share: | ||
Earnings (loss) from continuing operations, per basic share | $ (0.14) | $ (0.03) |
Earnings (loss) from continuing operations, per diluted share | (0.14) | (0.03) |
Earnings from discontinued operations, per basic share | 0.04 | 0 |
Earnings from discontinued operations, per diluted share | 0.04 | 0 |
Net earnings (loss) per share, basic | (0.10) | (0.03) |
Net earnings (loss) per share, diluted | $ (0.10) | $ (0.03) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 91,795,980 | 90,535,188 |
Diluted (in shares) | 91,795,980 | 90,535,188 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Document Fiscal Period Focus | Q1 | |
Net loss | $ (9,100,000) | $ (2,700,000) |
Foreign currency translation | (7,500,000) | 4,000,000 |
Employee benefit plans: | ||
Amortization or settlement of actuarial losses and prior service costs | 200,000 | (100,000) |
Net change in employee benefit plans | 100,000 | (100,000) |
Changes in fair value of cash flow hedges: | ||
Unrealized net (losses) gains arising during period | (1,200,000) | 600,000 |
Net losses reclassified into earnings | 100,000 | 100,000 |
Total cash flow hedges | (1,100,000) | 700,000 |
Other comprehensive (loss) earnings, net of tax | (8,700,000) | 4,800,000 |
Comprehensive (loss) earnings | (17,800,000) | 2,100,000 |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | $ (100,000) | $ 100,000 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 147,800,000 | $ 78,400,000 |
Receivables, net of allowances of $1.8 and $0.8 | 120,600,000 | 159,600,000 |
Inventories, net | 161,200,000 | 141,800,000 |
Prepaid and other current assets | 13,400,000 | 8,600,000 |
Total current assets | 443,000,000 | 388,400,000 |
Property, plant, and equipment, net | 198,400,000 | 206,500,000 |
Goodwill | 909,900,000 | 909,900,000 |
Intangible assets, net | 88,400,000 | 91,700,000 |
Operating Lease, Right-of-Use Asset | 32,600,000 | 33,600,000 |
Other assets and deferred charges | (24,500,000) | (24,500,000) |
Total assets | 1,696,800,000 | 1,654,600,000 |
Current liabilities: | ||
Accounts payable | 79,500,000 | 87,700,000 |
Accrued compensation and employee benefits | 21,300,000 | 32,100,000 |
Operating Lease, Liability, Current | 9,500,000 | 9,300,000 |
Other accrued expenses | 16,900,000 | 16,500,000 |
Federal and other taxes on income | 5,700,000 | 5,900,000 |
Total current liabilities | 132,900,000 | 151,500,000 |
Long-term debt | 258,800,000 | 156,800,000 |
Deferred Income Tax Liabilities, Net | 2,200,000 | 2,200,000 |
Operating Lease, Liability, Noncurrent | 24,000,000 | 25,100,000 |
Other liabilities | 24,500,000 | 29,900,000 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common stock - $0.01 par value; 400,000,000 shares authorized; 92,390,944 and 91,394,835 shares issued and outstanding at March 31, 2020, respectively, and 91,701,745 shares issued and outstanding at December 31, 2019 | 900,000 | 900,000 |
Additional paid-in capital | 1,572,800,000 | 1,574,700,000 |
Accumulated deficit | (184,200,000) | (175,100,000) |
Accumulated other comprehensive loss | (120,700,000) | (112,000,000) |
Total stockholders' equity | 1,253,800,000 | 1,288,500,000 |
Total liabilities and stockholders' equity | 1,696,800,000 | 1,654,600,000 |
Disposal Group, Including Discontinued Operation, Liabilities | 600,000 | 600,000 |
Treasury Stock, Value | $ 15,000,000 | $ 0 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 1.8 | $ 0.8 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 92,390,944 | 91,701,745 |
Treasury Stock, Shares | 996,109 | 0 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Balance at Dec. 31, 2018 | $ 1,211,600,000 | $ 900,000 | $ 1,545,900,000 | $ (224,200,000) | $ (111,000,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,700,000) | (2,700,000) | ||||
Loss from continuing operations | (2,700,000) | |||||
Other comprehensive loss, net of tax | 4,800,000 | |||||
Other comprehensive loss, net of tax | 4,800,000 | |||||
Stock-based compensation expense | 6,700,000 | 6,700,000 | ||||
Common stock issued for exercise of stock options and other | 900,000 | 900,000 | ||||
Tax on restricted stock unit vesting | (4,800,000) | (4,800,000) | ||||
Balance at Mar. 31, 2019 | 1,216,500,000 | 900,000 | 1,548,700,000 | (226,900,000) | (106,200,000) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 200,000 | |||||
Treasury Stock, Value | 0 | |||||
Balance at Dec. 31, 2019 | 1,288,500,000 | 900,000 | 1,574,700,000 | (175,100,000) | (112,000,000) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (9,100,000) | |||||
Loss from continuing operations | (12,800,000) | (12,800,000) | ||||
Other comprehensive loss, net of tax | (8,700,000) | (8,700,000) | ||||
Other comprehensive loss, net of tax | (8,700,000) | |||||
Stock-based compensation expense | 3,500,000 | 3,500,000 | ||||
Common stock issued for exercise of stock options and other | 400,000 | 400,000 | ||||
Tax on restricted stock unit vesting | (5,800,000) | (5,800,000) | ||||
Balance at Mar. 31, 2020 | 1,253,800,000 | $ 900,000 | $ 1,572,800,000 | $ (184,200,000) | $ (120,700,000) | (15,000,000) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Treasury Stock, Value, Acquired, Cost Method | 15,000,000 | $ 15,000,000 | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 200,000 | |||||
Treasury Stock, Value | $ 15,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | |
Payments for Repurchase of Common Stock | $ 15,000,000 | $ 0 | |
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss | 1,300,000 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 69,400,000 | (32,200,000) | |
Increase (Decrease) in Other Operating Assets and Liabilities, Net | 1,700,000 | 4,300,000 | |
Increase (Decrease) in Other Current Assets | 4,100,000 | (1,800,000) | |
Net Cash Provided by (Used in) Investing Activities, Total | (7,800,000) | (26,500,000) | |
Net Cash Provided by (Used in) Financing Activities, Total | 78,900,000 | 5,300,000 | |
Adjustments to reconcile net loss to cash from operating activities: | |||
Depreciation and amortization | 15,300,000 | 13,300,000 | |
Stock-based compensation | 3,500,000 | 6,700,000 | |
Non-cash interest expense and amortization of debt issuance costs | 2,100,000 | 2,000,000 | |
Loss on disposal of fixed assets | 100,000 | 0 | |
Deferred income taxes | (500,000) | (500,000) | |
Other, net | (1,700,000) | (4,300,000) | |
Proceeds from the sale of business | $ 135,100,000 | ||
Gain (Loss) on Disposition of Property Plant Equipment | (100,000) | 0 | |
Changes in assets and liabilities (excluding effects of foreign exchange): | |||
Receivables, net | 38,800,000 | 11,200,000 | |
Inventories, net | (22,100,000) | (16,300,000) | |
Prepaid and other current assets | (5,600,000) | (2,900,000) | |
Accounts payable | (6,300,000) | (3,500,000) | |
Accrued compensation and employee benefits | (10,300,000) | (17,400,000) | |
Other accrued expenses | 0 | 1,800,000 | |
Accrued taxes | 2,900,000 | 400,000 | |
Net Cash Provided by (Used in) Operating Activities | (1,500,000) | (11,200,000) | |
Investing Activities | |||
Additions to property, plant, and equipment | (7,800,000) | (15,100,000) | |
Acquisitions of business (net of cash acquired) | 0 | (11,400,000) | |
Proceeds from the sale of business | 135,100,000 | ||
Financing Activities | |||
Borrowings under revolving credit facility | 100,000,000 | 10,000,000 | |
Tax on restricted and performance stock unit vesting | (5,800,000) | (4,800,000) | |
Payments of finance lease obligations | (500,000) | (400,000) | |
Payment of consideration owed for acquisitions | 0 | (200,000) | |
Net proceeds from exercise of stock-based awards | 200,000 | 700,000 | |
Effect of Exchange Rate on Cash and Cash Equivalents [Abstract] | |||
Effect of exchange rate changes on cash and cash equivalents | (200,000) | 200,000 | |
Net loss | (9,100,000) | (2,700,000) | |
Net increase (decrease) in cash and cash equivalents | 69,400,000 | (32,200,000) | |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | 78,400,000 | 73,500,000 | |
Cash and Cash Equivalents, at Carrying Value, Including Discontinued Operations | 147,800,000 | 41,300,000 | $ 73,500,000 |
Supplemental information - cash paid for: | |||
Income taxes | 5,400,000 | 4,400,000 | |
Interest | 400,000 | 500,000 | |
Payments for Repurchase of Common Stock | $ 15,000,000 | $ 0 |
Other Comprehensive Earnings
Other Comprehensive Earnings | 3 Months Ended |
Mar. 31, 2020 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Earnings | The amounts recognized in other comprehensive (loss) earnings were as follows: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (7.5) $ — $ (7.5) $ 4.0 $ — $ 4.0 Employee benefit plans 0.2 (0.3) (0.1) 0.1 — 0.1 Changes in fair value of cash flow hedges (1.2) 0.1 (1.1) 0.9 (0.2) 0.7 Total other comprehensive (loss) earnings $ (8.5) $ (0.2) $ (8.7) $ 5.0 $ (0.2) $ 4.8 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, 2020 and 2019: (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2019 $ 0.5 $ (18.7) $ (93.8) $ (112.0) Other comprehensive loss, net of tax (1.1) (0.1) (7.5) (8.7) Balance at March 31, 2020 $ (0.6) $ (18.8) $ (101.3) $ (120.7) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2018 $ (0.4) $ (15.5) $ (95.1) $ (111.0) Other comprehensive earnings, net of tax 0.7 0.1 4.0 4.8 Balance at March 31, 2019 $ 0.3 $ (15.4) $ (91.1) $ (106.2) The following tables summarize the amounts reclassified from accumulated other comprehensive loss to earnings: Three Months Ended March 31, (in millions) Statement of Earnings Line 2020 2019 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs $ 0.2 $ 0.1 Tax Provision for income taxes (0.3) — Net of tax $ (0.1) $ 0.1 Cash flow hedges: Net losses reclassified into earnings Cost of goods sold $ 0.1 $ 0.2 Tax Provision for income taxes — (0.1) Net of tax $ 0.1 $ 0.1 |
Other Comprehensive Loss
Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2020 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of other comprehensive (loss) earnings | The amounts recognized in other comprehensive (loss) earnings were as follows: Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (7.5) $ — $ (7.5) $ 4.0 $ — $ 4.0 Employee benefit plans 0.2 (0.3) (0.1) 0.1 — 0.1 Changes in fair value of cash flow hedges (1.2) 0.1 (1.1) 0.9 (0.2) 0.7 Total other comprehensive (loss) earnings $ (8.5) $ (0.2) $ (8.7) $ 5.0 $ (0.2) $ 4.8 |
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, 2020 and 2019: (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2019 $ 0.5 $ (18.7) $ (93.8) $ (112.0) Other comprehensive loss, net of tax (1.1) (0.1) (7.5) (8.7) Balance at March 31, 2020 $ (0.6) $ (18.8) $ (101.3) $ (120.7) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2018 $ (0.4) $ (15.5) $ (95.1) $ (111.0) Other comprehensive earnings, net of tax 0.7 0.1 4.0 4.8 Balance at March 31, 2019 $ 0.3 $ (15.4) $ (91.1) $ (106.2) The following tables summarize the amounts reclassified from accumulated other comprehensive loss to earnings: Three Months Ended March 31, (in millions) Statement of Earnings Line 2020 2019 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs $ 0.2 $ 0.1 Tax Provision for income taxes (0.3) — Net of tax $ (0.1) $ 0.1 Cash flow hedges: Net losses reclassified into earnings Cost of goods sold $ 0.1 $ 0.2 Tax Provision for income taxes — (0.1) Net of tax $ 0.1 $ 0.1 |
Other Comprehensive Loss - OCI
Other Comprehensive Loss - OCI - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Foreign currency translation adjustments [Abstract] | ||
Foreign currency translation | $ (7.5) | $ 4 |
Foreign currency translation, tax | 0 | 0 |
Foreign currency translation, net of tax | (7.5) | 4 |
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 | (0.2) | (0.1) |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent | (0.3) | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | (0.1) | 0.1 |
Changes in fair value of cash flow hedges: | ||
Changes in fair value of cash flow hedges, before tax | (1.2) | 0.9 |
Changes in fair value of cash flow hedges, tax | 0.1 | (0.2) |
Changes in fair value of cash flow hedges, net of tax | (1.1) | 0.7 |
Total other comprehensive earnings [Abstract] | ||
Other comprehensive loss, before tax | (8.5) | 5 |
Other comprehensive loss, tax | (0.2) | (0.2) |
Other comprehensive (loss) earnings, net of tax | $ (8.7) | $ 4.8 |
Other Comprehensive Loss - AOCI
Other Comprehensive Loss - AOCI - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | $ (200,000) | $ 100,000 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 300,000 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax | (100,000) | 100,000 |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax | (100,000) | (200,000) |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax | 0 | 100,000 |
Net losses reclassified into earnings | 100,000 | 100,000 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (112,000,000) | (111,000,000) |
Other comprehensive loss, net of tax | (8,700,000) | 4,800,000 |
Ending balance | (120,700,000) | (106,200,000) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | 500,000 | (400,000) |
Other comprehensive loss, net of tax | (1,100,000) | 700,000 |
Ending balance | (600,000) | 300,000 |
Employee benefit plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (18,700,000) | (15,500,000) |
Other comprehensive loss, net of tax | (100,000) | 100,000 |
Ending balance | (18,800,000) | (15,400,000) |
Cumulative foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (93,800,000) | (95,100,000) |
Other comprehensive loss, net of tax | (7,500,000) | 4,000,000 |
Ending balance | $ (101,300,000) | $ (91,100,000) |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Description of Business - Knowles Corporation (NYSE:KN) is a market leader and global provider of advanced micro-acoustic, audio processing, and precision device solutions, serving the mobile consumer electronics, communications, medtech, defense, automotive, 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 a leader in acoustic components, high-end capacitors, and mmWave radio frequency solutions for a diverse set of markets. The Company's focus on the customer, 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, 2019 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. Management uses historical experience and all available information to make these estimates, including considerations for the impact of the COVID-19 pandemic on the macroeconomic environment. The situation related to the COVID-19 pandemic continues to be complex and rapidly evolving. The Company cannot reasonably estimate the duration of the COVID-19 pandemic or fully ascertain its impact on the Company’s future results and market capitalization, which could adversely impact estimates such as the recoverability of goodwill and long-lived assets and the realizability of deferred tax assets. 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. On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100 million of the Company's common stock. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements. Any shares repurchased will be held as treasury stock. During the three months ended March 31, 2020, the Company repurchased 996,109 shares of common stock for a total of $15.0 million. In connection with the COVID-19 pandemic, the Company has temporarily suspended share repurchases. However, the Company may resume the share repurchase program at any time when it believes it is prudent to do so and without further notice. On December 20, 2019, the Company acquired substantially all of the assets of the MEMS Microphone Application-specific integrated circuit Design Business (“ASIC Design Business”). See Note 4. Acquisitions for additional information related to the transaction. Non-cash Investing Activities - Purchases of property, plant, and equipment included in accounts payable at March 31, 2020 and 2019 were $3.9 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. Leases not yet Commenced - As of March 31, 2020, the Company has an additional operating lease for a research and development and administrative facility that has not yet commenced with fixed lease payments of approximately $5.0 million. The lease is expected to commence in fiscal 2020 with a lease term of approximately 5 years. |
Recent Accounting Standards (No
Recent Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Standards | Recently Issued Accounting Standards In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12 to simplify the accounting for income taxes. This guidance removes certain exceptions to the general principles in Accounting Standards Codification ("ASC") 740 and amends existing guidance to improve consistent application. The standard is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted and prospective application of the guidance is required. The Company has not yet determined the impact of the standard on its Consolidated Financial Statements or its adoption date. |
Disposed and Discontinued Opera
Disposed and Discontinued Operations (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure | Summarized results of the Company's discontinued operations are as follows: (in millions) Three Months Ended March 31, 2020 Revenues $ — Cost of goods sold — Gross profit — Operating income — Earnings from discontinued operations before taxes (1) — Benefit from income taxes (2) (3.7) Earnings from discontinued operations, net of tax $ 3.7 (1) The Company's policy is to not allocate interest expense to discontinued operations unless it is directly attributable to the operations. The discontinued operations did not have any such interest expense in the periods presented. (2) The Company recorded a tax benefit for a refund received during the first quarter of 2020 related to the Timing Device Business. Assets and liabilities of discontinued operations are summarized below: (in millions) March 31, 2020 December 31, 2019 Liabilities of discontinued operations: Other liabilities (1) $ 0.6 $ 0.6 Total liabilities $ 0.6 $ 0.6 (1) The Company recorded an unrecognized tax benefit related to the Speaker and Receiver Product Line during the fourth quarter of 2019. Discontinued operations had no impact on the Company's results of operations for three months ended March 31, 2019. There was no depreciation, amortization of intangible assets, or capital expenditures related to discontinued operations during the three months ended March 31, 2020 and 2019. |
Acquisitions (Notes)
Acquisitions (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | , the Company acquired substantially all of the assets of DITF Interconnect Technology, Inc. ("DITF") for $11.1 million. The acquired business provides thin film components to the defense, telecommunication, industrial, and medtech 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 DITF's revenues and loss before income taxes of $1.8 million and $0.2 million, respectively, from the date of acquisition through March 31, 2019. |
Inventories, net (Notes)
Inventories, net (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory, Net [Abstract] | |
Inventories, net | The following table details the major components of inventories, net: (in millions) March 31, 2020 December 31, 2019 Raw materials $ 94.8 $ 82.8 Work in progress 32.7 30.9 Finished goods 59.7 53.5 Subtotal 187.2 167.2 Less reserves (26.0) (25.4) Total $ 161.2 $ 141.8 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 6. Property, Plant, and Equipment, net The following table details the major components of property, plant, and equipment, net: (in millions) March 31, 2020 December 31, 2019 Land $ 7.7 $ 7.7 Buildings and improvements 103.1 104.5 Machinery, equipment, and other 530.5 533.1 Subtotal 641.3 645.3 Less accumulated depreciation (442.9) (438.8) Total $ 198.4 $ 206.5 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2020 December 31, 2019 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortized intangible assets: Trademarks $ 1.0 $ 0.2 $ 1.0 $ 0.2 Patents 40.8 32.7 40.8 31.5 Customer relationships 12.0 4.0 12.0 3.6 Developed technology 36.5 2.3 36.5 0.7 Non-competition agreements 1.8 0.2 1.8 0.1 Total 92.1 39.4 92.1 36.1 Unamortized intangible assets: Trademarks 32.0 32.0 IPR&D 3.7 3.7 Total 35.7 35.7 Total intangible assets, net $ 88.4 $ 91.7 Amortization expense totaled $3.3 million and $1.8 million for the three months ended March 31, 2020 and 2019, respectively. Amortization expense for the next five years, based on current intangible balances, is estimated to be as follows: (in millions) Q2-Q4 2020 $ 9.7 2021 13.0 2022 7.7 2023 7.1 2024 7.0 |
Restructuring and Related Activ
Restructuring and Related Activities (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020, the Company recorded restructuring charges of $1.4 million within Gross profit, primarily for fixed asset write-off costs directly associated with actions to rationalize the Audio segment workforce. During the three months ended March 31, 2020, the Company also recorded restructuring charges of $3.9 million within Operating expenses, primarily for actions associated with rationalizing the workforce. During the three months ended March 31, 2019, the Company recorded restructuring charges of $0.5 million within Gross profit, primarily for actions associated with transferring certain operations of capacitors manufacturing to other existing facilities in order to further optimize operations in the PD segment. The Company also recorded restructuring charges of $1.8 million within Operating expenses, primarily for actions associated with rationalizing the Audio segment workforce. The following table details restructuring charges incurred by reportable segment for the periods presented: Three Months Ended March 31, (in millions) 2020 2019 Audio $ 4.1 $ 1.8 Precision Devices — 0.3 Corporate 1.2 0.2 Total $ 5.3 $ 2.3 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, 2019 $ 1.4 $ — $ 1.4 Restructuring charges 4.0 0.1 4.1 Payments (3.3) — (3.3) Balance at March 31, 2020 $ 2.1 $ 0.1 $ 2.2 The severance and restructuring accruals are recorded in the following line items on the Consolidated Balance Sheets: (in millions) March 31, 2020 December 31, 2019 Other accrued expenses $ 1.8 $ 1.4 Other liabilities 0.4 — Total $ 2.2 $ 1.4 |
Borrowings (Notes)
Borrowings (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings (net of debt issuance costs, debt discount, and amortization) consist of the following: (in millions) March 31, 2020 December 31, 2019 3.25% convertible senior notes $ 158.8 $ 156.8 Revolving credit facility 100.0 — Total 258.8 156.8 Less current maturities (1) — — Total long-term debt $ 258.8 $ 156.8 (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 2020 2021 2022 2023 2024 Debt principal payments $ — $ 172.5 $ 100.0 $ — $ — 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 Company’s current intent is to settle the principal amount of the Notes in cash. 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, 2020, 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. The Notes consist of the following: (in millions) March 31, 2020 December 31, 2019 Liability component: Principal $ 172.5 $ 172.5 Less debt issuance costs and debt discount, net of amortization (13.7) (15.7) Total 158.8 156.8 Less current maturities (1) — — Long-term portion $ 158.8 $ 156.8 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, 2020 was $177.8 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 2020. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended March 31, (in millions) 2020 2019 3.25% coupon $ 1.4 $ 1.4 Amortization of debt issuance costs 0.2 0.2 Amortization of debt discount 1.8 1.7 Total $ 3.4 $ 3.3 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, 2020 December 31, 2019 $400.0 million revolving credit facility due October 2022 $ 100.0 $ — Less current maturities (1) — — Long-term portion $ 100.0 $ — (1) There are no required principal payments due until maturity in October 2022. On October 11, 2017, the Company 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, 2020, 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 was 3.09% and 4.01% for the three months ended March 31, 2020 and 2019, respectively. The weighted-average commitment fee on the revolving line of credit was 0.23% for the three months ended March 31, 2020 and 2019. |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. 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 Company's ETR from continuing operations for the three months ended March 31, 2020 and 2019 was a 20.8% provision and a 2,600.0% provision, respectively. The 2020 year-to-date provision for income taxes was $2.2 million as compared to the 2019 year-to-date provision of $2.6 million. The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions (primarily the U.S.), which resulted in the provision for both the three months ended March 31, 2020 and 2019. The unusually high ETR for the three months ended March 31, 2019 was driven by the near break-even loss before income taxes and discontinued operations. The Company's ETR is favorably impacted by tax holidays granted to the Company in Malaysia effective through December 31, 2021. These tax holidays are subject to the Company's annual 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, 2020 was approximately $1.3 million, or $0.01 on a per share basis. The continuing operations benefit of these incentives for the three months ended March 31, 2019 was approximately $3.4 million, or $0.04 on a per share basis. |
Equity Incentive Program (Notes
Equity Incentive Program (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Equity Incentive Program | Stock-based compensation expense recognized in the Consolidated Statements of Earnings totaled $3.5 million and $6.7 million for the three months ended March 31, 2020 and 2019, respectively. Stock Options and SSARs The expense related to stock options granted in the three months ended March 31, 2020 and 2019 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, 2020 2019 Risk-free interest rate 1.42% 2.44% Dividend yield —% —% Expected life (years) 4.3 to 4.5 4.5 Volatility 38.8% to 40.6 % 42.9% Fair value at date of grant $5.56 to $ 5.95 $6.22 The following table summarizes the Company's stock-settled stock appreciation right ("SSAR") and stock option activity for the three months ended March 31, 2020 (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, 2019 596,537 $ 22.72 5,377,148 $ 17.51 Granted — — 886,799 16.77 Exercised — — (14,475) 15.66 Forfeited — — (59,306) 17.00 Expired — — (9,379) 24.33 Outstanding at March 31, 2020 596,537 $ 22.72 $ — 2.1 6,180,787 $ 17.40 $ 3.1 3.6 Exercisable at March 31, 2020 596,537 $ 22.72 $ — 2.1 4,523,952 $ 17.81 $ 3.1 2.6 There was no unrecognized compensation expense related to SSARs at March 31, 2020. At March 31, 2020, unrecognized compensation expense related to stock options not yet exercisable of $8.6 million is expected to be recognized over a weighted-average period of 2.2 years. RSUs The following table summarizes the Company's restricted stock unit ("RSU") activity for the three months ended March 31, 2020: Share units Weighted-average grant date fair value Unvested at December 31, 2019 2,261,114 $ 15.99 Granted 1,275,046 16.77 Vested (1) (907,352) 16.24 Forfeited (279,249) 15.99 Unvested at March 31, 2020 2,349,559 $ 16.35 (1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. At March 31, 2020, $32.1 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.0 years. PSUs The Company grants performance stock units ("PSUs") to senior management. In each case, the awards will cliff vest three years following the grant date. For the awards granted in February 2018 and 2017, 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. For the awards granted in February 2019, the number of PSUs that may be earned and vest is based on the Company's revenues and total shareholder return relative to the S&P Semiconductor Select Industry Index over a three year performance period. For the awards granted in February 2020, the number of PSUs that may be earned and vested is based on total shareholder return relative to the S&P Semiconductor Select Industry Index 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 the applicable performance metrics, 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. In February 2020, the awards granted in February 2017 were converted from 176,154 PSUs to 88,959 shares of stock based on an achievement of performance metrics. 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 activity for the three months ended March 31, 2020: Share units Weighted-average grant date fair value Unvested at December 31, 2019 844,789 $ 15.90 Granted 322,178 16.14 Vested (1) (176,154) 15.38 Forfeited (47,317) 15.85 Unvested at March 31, 2020 943,496 $ 16.08 (1) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. At March 31, 2020, $7.8 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 1.8 years. |
Earnings per Share (Notes)
Earnings per Share (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 Loss from continuing operations $ (12.8) $ (2.7) Earnings from discontinued operations, net 3.7 — Net loss $ (9.1) $ (2.7) Basic (loss) earnings per common share: Loss from continuing operations $ (0.14) $ (0.03) Earnings from discontinued operations, net 0.04 — Net loss $ (0.10) $ (0.03) Weighted-average shares outstanding 91,795,980 90,535,188 Diluted (loss) earnings per common share: Loss from continuing operations $ (0.14) $ (0.03) Earnings from discontinued operations, net 0.04 — Net loss $ (0.10) $ (0.03) Diluted weighted-average shares outstanding 91,795,980 90,535,188 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 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. It is not possible to determine the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Historically, the Company has not made significant payments under such indemnity arrangements. The Company’s legal accruals associated with these indemnity arrangements were not significant at March 31, 2020 and December 31, 2019. |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Three Months Ended March 31, (in millions) 2020 2019 Revenues: Audio $ 120.1 $ 139.1 Precision Devices 43.0 40.7 Total revenues $ 163.1 $ 179.8 Earnings (loss) from continuing operations before interest and income taxes: Audio $ (6.1) $ 11.8 Precision Devices 7.1 7.5 Total segments 1.0 19.3 Corporate expense / other 7.9 15.9 Interest expense, net 3.7 3.5 Loss before income taxes and discontinued operations (10.6) (0.1) Provision for income taxes 2.2 2.6 Loss from continuing operations $ (12.8) $ (2.7) Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2020 December 31, 2019 Audio $ 1,502.5 $ 1,487.6 Precision Devices 189.2 162.0 Corporate / eliminations 5.1 5.0 Total $ 1,696.8 $ 1,654.6 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) 2020 2019 Asia $ 109.7 $ 121.1 United States 29.3 32.2 Europe 22.4 23.8 Other Americas 0.6 1.1 Other 1.1 1.6 Total $ 163.1 $ 179.8 Receivables, net from contracts with customers were $112.1 million and $152.8 million as of March 31, 2020 and December 31, 2019, respectively. As of March 31, 2020, our total remaining performance obligations are immaterial. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 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. Management uses historical experience and all available information to make these estimates, including considerations for the impact of the COVID-19 pandemic on the macroeconomic environment. The situation related to the COVID-19 pandemic continues to be complex and rapidly evolving. The Company cannot reasonably estimate the duration of the COVID-19 pandemic or fully ascertain its impact on the Company’s future results and market capitalization, which could adversely impact estimates such as the recoverability of goodwill and long-lived assets and the realizability of deferred tax assets. 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. On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100 million of the Company's common stock. The timing and amount of any shares repurchased will be determined by the Company based on its evaluation of market conditions and other factors, and will be made in accordance with applicable securities laws in either the open market or in privately negotiated transactions. The Company is not obligated to purchase any shares under the program, and the program may be suspended or discontinued at any time. The actual timing, number, and share price of shares repurchased will depend on a number of factors, including the market price of the Company’s common stock, general market and economic conditions, and applicable legal requirements. Any shares repurchased will be held as treasury stock. During the three months ended March 31, 2020, the Company repurchased 996,109 shares of common stock for a total of $15.0 million. In connection with the COVID-19 pandemic, the Company has temporarily suspended share repurchases. However, the Company may resume the share repurchase program at any time when it believes it is prudent to do so and without further notice. |
Recent Accounting Standards New
Recent Accounting Standards New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12 to simplify the accounting for income taxes. This guidance removes certain exceptions to the general principles in Accounting Standards Codification ("ASC") 740 and amends existing guidance to improve consistent application. The standard is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted and prospective application of the guidance is required. The Company has not yet determined the impact of the standard on its Consolidated Financial Statements or its adoption date. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory, Net [Abstract] | |
Components of Inventory | The following table details the major components of inventories, net: (in millions) March 31, 2020 December 31, 2019 Raw materials $ 94.8 $ 82.8 Work in progress 32.7 30.9 Finished goods 59.7 53.5 Subtotal 187.2 167.2 Less reserves (26.0) (25.4) Total $ 161.2 $ 141.8 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Land $ 7.7 $ 7.7 Buildings and improvements 103.1 104.5 Machinery, equipment, and other 530.5 533.1 Subtotal 641.3 645.3 Less accumulated depreciation (442.9) (438.8) Total $ 198.4 $ 206.5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2020 December 31, 2019 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortized intangible assets: Trademarks $ 1.0 $ 0.2 $ 1.0 $ 0.2 Patents 40.8 32.7 40.8 31.5 Customer relationships 12.0 4.0 12.0 3.6 Developed technology 36.5 2.3 36.5 0.7 Non-competition agreements 1.8 0.2 1.8 0.1 Total 92.1 39.4 92.1 36.1 Unamortized intangible assets: Trademarks 32.0 32.0 IPR&D 3.7 3.7 Total 35.7 35.7 Total intangible assets, net $ 88.4 $ 91.7 |
Restructuring and Related Act_2
Restructuring and Related Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 Audio $ 4.1 $ 1.8 Precision Devices — 0.3 Corporate 1.2 0.2 Total $ 5.3 $ 2.3 |
Schedule of Restructuring Reserve by Type of Cost | The following table details the Company’s severance and other restructuring accrual activity: (in millions) Severance Pay and Benefits Contract Termination and Other Costs Total Balance at December 31, 2019 $ 1.4 $ — $ 1.4 Restructuring charges 4.0 0.1 4.1 Payments (3.3) — (3.3) Balance at March 31, 2020 $ 2.1 $ 0.1 $ 2.2 |
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, 2020 December 31, 2019 Other accrued expenses $ 1.8 $ 1.4 Other liabilities 0.4 — Total $ 2.2 $ 1.4 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 3.25% convertible senior notes $ 158.8 $ 156.8 Revolving credit facility 100.0 — Total 258.8 156.8 Less current maturities (1) — — Total long-term debt $ 258.8 $ 156.8 (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 2020 2021 2022 2023 2024 Debt principal payments $ — $ 172.5 $ 100.0 $ — $ — |
Schedule of Convertible Debt | The Notes consist of the following: (in millions) March 31, 2020 December 31, 2019 Liability component: Principal $ 172.5 $ 172.5 Less debt issuance costs and debt discount, net of amortization (13.7) (15.7) Total 158.8 156.8 Less current maturities (1) — — Long-term portion $ 158.8 $ 156.8 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) 2020 2019 3.25% coupon $ 1.4 $ 1.4 Amortization of debt issuance costs 0.2 0.2 Amortization of debt discount 1.8 1.7 Total $ 3.4 $ 3.3 |
Schedule of Revolving Credit Facilities | Revolving credit facility borrowings consist of the following: (in millions) March 31, 2020 December 31, 2019 $400.0 million revolving credit facility due October 2022 $ 100.0 $ — Less current maturities (1) — — Long-term portion $ 100.0 $ — |
Equity Incentive Program (Table
Equity Incentive Program (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Black-Scholes Option-Pricing Assumptions | The expense related to stock options granted in the three months ended March 31, 2020 and 2019 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, 2020 2019 Risk-free interest rate 1.42% 2.44% Dividend yield —% —% Expected life (years) 4.3 to 4.5 4.5 Volatility 38.8% to 40.6 % 42.9% Fair value at date of grant $5.56 to $ 5.95 $6.22 |
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, 2020 (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, 2019 596,537 $ 22.72 5,377,148 $ 17.51 Granted — — 886,799 16.77 Exercised — — (14,475) 15.66 Forfeited — — (59,306) 17.00 Expired — — (9,379) 24.33 Outstanding at March 31, 2020 596,537 $ 22.72 $ — 2.1 6,180,787 $ 17.40 $ 3.1 3.6 Exercisable at March 31, 2020 596,537 $ 22.72 $ — 2.1 4,523,952 $ 17.81 $ 3.1 2.6 |
Schedule of Restricted Stock Units Award Activity | The following table summarizes the Company's restricted stock unit ("RSU") activity for the three months ended March 31, 2020: Share units Weighted-average grant date fair value Unvested at December 31, 2019 2,261,114 $ 15.99 Granted 1,275,046 16.77 Vested (1) (907,352) 16.24 Forfeited (279,249) 15.99 Unvested at March 31, 2020 2,349,559 $ 16.35 |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity [Table Text Block] | Share units Weighted-average grant date fair value Unvested at December 31, 2019 844,789 $ 15.90 Granted 322,178 16.14 Vested (1) (176,154) 15.38 Forfeited (47,317) 15.85 Unvested at March 31, 2020 943,496 $ 16.08 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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) 2020 2019 Loss from continuing operations $ (12.8) $ (2.7) Earnings from discontinued operations, net 3.7 — Net loss $ (9.1) $ (2.7) Basic (loss) earnings per common share: Loss from continuing operations $ (0.14) $ (0.03) Earnings from discontinued operations, net 0.04 — Net loss $ (0.10) $ (0.03) Weighted-average shares outstanding 91,795,980 90,535,188 Diluted (loss) earnings per common share: Loss from continuing operations $ (0.14) $ (0.03) Earnings from discontinued operations, net 0.04 — Net loss $ (0.10) $ (0.03) Diluted weighted-average shares outstanding 91,795,980 90,535,188 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenue and Earnings from continuing operations by market segment | Three Months Ended March 31, (in millions) 2020 2019 Revenues: Audio $ 120.1 $ 139.1 Precision Devices 43.0 40.7 Total revenues $ 163.1 $ 179.8 Earnings (loss) from continuing operations before interest and income taxes: Audio $ (6.1) $ 11.8 Precision Devices 7.1 7.5 Total segments 1.0 19.3 Corporate expense / other 7.9 15.9 Interest expense, net 3.7 3.5 Loss before income taxes and discontinued operations (10.6) (0.1) Provision for income taxes 2.2 2.6 Loss from continuing operations $ (12.8) $ (2.7) |
Reconciliation of Assets from Segment to Consolidated | Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2020 December 31, 2019 Audio $ 1,502.5 $ 1,487.6 Precision Devices 189.2 162.0 Corporate / eliminations 5.1 5.0 Total $ 1,696.8 $ 1,654.6 |
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) 2020 2019 Asia $ 109.7 $ 121.1 United States 29.3 32.2 Europe 22.4 23.8 Other Americas 0.6 1.1 Other 1.1 1.6 Total $ 163.1 $ 179.8 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||
Loss before income taxes and discontinued operations | $ (10.6) | $ (0.1) |
Noncash Investing and Financing Items | ||
Purchases of property and equipment included in accounts payable | $ 3.9 | $ 3.6 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Jul. 07, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Nov. 28, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received for disposal group | $ 45,000,000 | $ 130,000,000 | ||||
Proceeds from the sale of business | $ 40,600,000 | $ 135,100,000 | ||||
Disposal Group, Including Discontinued Operation, Liabilities | $ 600,000 | $ 600,000 | ||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | 600,000 | 600,000 | ||||
Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Amortization of intangible Assets, Discontinued Operations | 0 | $ 0 | ||||
Depreciation, Discontinued Operations | 0 | 0 | ||||
Disposal Group, Including Discontinued Operation, Operating Expense | 0 | |||||
Assets of discontinued operations | 0 | |||||
Disposal Group, Including Discontinued Operation, Liabilities | 0 | $ 0 | ||||
Capital expenditures | 0 | 0 | ||||
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax | 3,700,000 | |||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 0 | |||||
Accounts Payable [Member] | Discontinued Operations, Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Capital expenditures | $ 0 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Dec. 20, 2019 | Jan. 03, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Business Acquisition | ||||||
Goodwill | $ 909,900,000 | $ 909,900,000 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (5,000,000) | |||||
Loss from continuing operations | $ (12,800,000) | $ (2,700,000) | ||||
Earnings (loss) from continuing operations, per basic share | $ (0.14) | $ (0.03) | ||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | (0.06) | |||||
Earnings (loss) from continuing operations, per diluted share | $ (0.14) | (0.03) | ||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (0.06) | |||||
Compex Corporation | ||||||
Business Acquisition | ||||||
Payments to Acquire Businesses, Gross | $ 11,100,000 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 1,800,000 | |||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 200,000 | |||||
ASIC Design Business | ||||||
Business Acquisition | ||||||
Payments to Acquire Businesses, Gross | $ 57,900,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 600,000 | |||||
Goodwill | 18,800,000 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (100,000) | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 57,900,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 6 years | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,600,000 | |||||
Developed technology | ASIC Design Business | ||||||
Business Acquisition | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 33,300,000 | |||||
In Process Research and Development [Member] | ASIC Design Business | ||||||
Business Acquisition | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 3,700,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory, Net [Abstract] | ||
Raw materials | $ 94.8 | $ 82.8 |
Work in progress | 32.7 | 30.9 |
Finished goods | 59.7 | 53.5 |
Subtotal | 187.2 | 167.2 |
Less reserves | (26) | (25.4) |
Total | $ 161.2 | $ 141.8 |
Property, Plant and Equipment,
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment | |||
Cost | $ 641.3 | $ 645.3 | |
Less accumulated depreciation | (442.9) | (438.8) | |
Total | 198.4 | 206.5 | |
Depreciation | 12 | $ 11.5 | |
Land | |||
Property, Plant and Equipment | |||
Cost | 7.7 | 7.7 | |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Cost | 103.1 | 104.5 | |
Machinery, equipment, and other | |||
Property, Plant and Equipment | |||
Cost | $ 530.5 | $ 533.1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | Mar. 31, 2020USD ($) |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | $ 909.9 |
43921 | $ 909.9 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets and Amortization Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets | |||
Gross carrying amount | $ 92,100,000 | $ 92,100,000 | |
Accumulated amortization | 39,400,000 | 36,100,000 | |
Unamortized intangible assets, gross carrying amount | 35,700,000 | 35,700,000 | |
Intangible assets, net | 88,400,000 | 91,700,000 | |
Amortization expense | 3,300,000 | $ 1,800,000 | |
Q4 2018 | 9,700,000 | ||
2019 | 13,000,000 | ||
2020 | 7,700,000 | ||
2021 | 7,100,000 | ||
2022 | 7,000,000 | ||
Trademarks | |||
Finite-Lived Intangible Assets | |||
Unamortized intangible assets, gross carrying amount | 32,000,000 | 32,000,000 | |
In Process Research and Development [Member] | |||
Finite-Lived Intangible Assets | |||
Unamortized intangible assets, gross carrying amount | 3,700,000 | 3,700,000 | |
Trademarks | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 1,000,000 | 1,000,000 | |
Accumulated amortization | 200,000 | 200,000 | |
Patents | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 40,800,000 | 40,800,000 | |
Accumulated amortization | 32,700,000 | 31,500,000 | |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 12,000,000 | 12,000,000 | |
Accumulated amortization | 4,000,000 | 3,600,000 | |
Developed technology | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 36,500,000 | 36,500,000 | |
Accumulated amortization | 2,300,000 | 700,000 | |
Non-competition agreements | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 1,800,000 | 1,800,000 | |
Accumulated amortization | $ 200,000 | $ 100,000 |
Restructuring and Related Act_3
Restructuring and Related Activities - Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve | ||
Restructuring charges | $ 3.9 | $ 1.8 |
Restructuring and Related Cost, Incurred Cost | 4.1 | |
Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 5.3 | 2.3 |
Severance Pay and Benefits | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 4 | |
Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 0.1 | |
Operating Segments | Audio | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 4.1 | 1.8 |
Operating Segments | Precision Devices | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0 | 0.3 |
Corporate | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 1.2 | 0.2 |
Cost of Goods Sold, Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 1.4 | 0.5 |
Operating Expense | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 3.9 | |
Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 1.8 |
Restructuring and Related Act_4
Restructuring and Related Activities - Restructuring Accrual Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve | ||
Restructuring charges | $ 3.9 | $ 1.8 |
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 1.4 | |
Restructuring charges | 4.1 | |
Payments | (3.3) | |
Severance and other restructuring reserve, ending balance | 2.2 | |
Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 5.3 | 2.3 |
Severance Pay and Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 1.4 | |
Restructuring charges | 4 | |
Payments | (3.3) | |
Severance and other restructuring reserve, ending balance | 2.1 | |
Contract Termination and Other Costs | ||
Restructuring Reserve [Roll Forward] | ||
Severance and other restructuring reserve, beginning balance | 0 | |
Restructuring charges | 0.1 | |
Payments | 0 | |
Severance and other restructuring reserve, ending balance | 0.1 | |
Cost of Goods Sold, Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 1.4 | 0.5 |
Operating Expense | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 3.9 | |
Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 1.8 |
Restructuring and Related Act_5
Restructuring and Related Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 2.2 | $ 1.4 |
Other accrued expenses | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | 1.8 | 1.4 |
Other liabilities | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 0.4 | $ 0 |
Hedging Transaction and Derivat
Hedging Transaction and Derivative Instruments - Gain (Loss) of Derivative Instruments Recognized on Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative | ||
Cost of goods sold | $ 105.5 | $ 110.8 |
Interest expense, net | (3.7) | (3.5) |
Other expense (income), net | $ 2.7 | $ (1) |
Borrowings (Details)
Borrowings (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Long-term borrowings | ||
Long-term debt | $ 258.8 | $ 156.8 |
Less: current maturities | 0 | 0 |
Long-term portion | 258.8 | 156.8 |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 | |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 172.5 | |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 100 | |
Convertible Debt | Convertible Notes Due Twenty Twenty One | ||
Long-term borrowings | ||
Convertible Notes Payable | 158.8 | 156.8 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 0 | |
Debt Instrument, Unamortized Discount | 13.7 | 15.7 |
Line of Credit | Credit Facility due October 11, 2022 | ||
Long-term borrowings | ||
Long-term Line of Credit | 100 | $ 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 0 |
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, 2020USD ($)$ / shares | Mar. 31, 2019USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2019USD ($) | May 04, 2016$ / 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 | ||||
Debt Instrument, Face Amount | 172.5 | $ 172.5 | |||
Debt Instrument, Unamortized Discount | 13.7 | 15.7 | |||
Convertible Notes Payable | 158.8 | 156.8 | |||
Convertible Notes Payable, Current | 0 | 0 | |||
Convertible Notes Payable, Noncurrent | 158.8 | 156.8 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 29.9 | $ 29.9 | |||
Debt Instrument, Fair Value Disclosure | 177.8 | ||||
Interest Expense, Debt, Excluding Amortization | 1.4 | $ 1.4 | |||
Amortization of Debt Issuance Costs | 0.2 | 0.2 | |||
Amortization of Debt Discount (Premium) | 1.8 | 1.7 | |||
Interest Expense, Debt | $ 3.4 | $ 3.3 | |||
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) | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019 | |
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Debt Instrument, Covenant, EBITDA to Interest Ratio, Minimum | 3.25 | ||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 3.75 | ||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | ||
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 | 100,000,000 | $ 0 | |
Line of Credit, Current | 0 | 0 | |
Long-term Line of Credit, Noncurrent | $ 100,000,000 | $ 0 | |
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 | 0.23% | ||
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 | 3.09% | 4.01% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Holiday [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 3.5 | $ 6.7 |
Effective tax rate (benefit) provision | (20.80%) | (2600.00%) |
Income Tax Expense (Benefit) | $ 2.2 | $ 2.6 |
Loss before income taxes and discontinued operations | (10.6) | (0.1) |
Other expense (income), net | 2.7 | (1) |
Foreign Tax Authority | ||
Income Tax Holiday [Line Items] | ||
Effective income tax rate reconciliation, tax holiday | $ 1.3 | $ 3.4 |
Holiday benefit (usd per share) | $ 0.01 | $ 0.04 |
Equity Incentive Program - Stoc
Equity Incentive Program - Stock Options and SSARs (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Expense | $ 3.5 | $ 6.7 |
SSARs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | |
Number of Shares [Roll Forward] | ||
Beginning balance | 596,537 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 0 | |
Expired | 0 | |
Ending balance | 596,537 | |
Exercised | 596,537 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Options, Expired in Period, Weighted Average Exercise Price | $ 0 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance | 22.72 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 0 | |
Ending balance | 22.72 | |
Exercisable | $ 22.72 | |
SARS and Options, Additional Disclosures | ||
SSARs, aggregate intrinsic value, outstanding | $ 0 | |
SSARs, aggregate intrinsic value, exercisable | $ 0 | |
SSARs, weighted average remaining contractual terms, outstanding | 2 years 1 month 6 days | |
SSARs, weighted average remaining contractual term, exercisable | 2 years 1 month 6 days | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 8.6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 2.44% | |
Dividend yield | 0.00% | 0.00% |
Expected life (years) | 4 years 6 months | |
Volatility | 42.90% | |
Stock Options, Number of Shares | ||
Beginning balance | 5,377,148 | |
Granted | 886,799 | |
Exercised | 14,475 | |
Forfeited | (59,306) | |
Expired | (9,379) | |
Ending balance | 6,180,787 | |
Exercisable | 4,523,952 | |
Stock Options, Weighted Average Exercise Price | ||
Beginning balance | $ 17.51 | |
Granted | 16.77 | |
Exercised | 15.66 | |
Forfeited | 17 | |
Expired | 24.33 | |
Ending balance | 17.40 | |
Exercisable | $ 17.81 | |
SARS and Options, Additional Disclosures | ||
Options, aggregate intrinsic value, outstanding | $ 3.1 | |
Options, aggregate intrinsic value, exercisable | $ 3.1 | |
Options, weighted average remaining contractual term, outstanding | 3 years 7 months 6 days | |
Options, weighted average remaining contractual term, exercisable | 2 years 7 months 6 days | |
Minimum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 1.42% | |
Expected life (years) | 4 years 3 months 18 days | |
Volatility | 38.80% | |
Fair value at date of grant | $ 5.56 | $ 6.22 |
Maximum | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected life (years) | 4 years 6 months | |
Volatility | 40.60% | |
Fair value at date of grant | $ 5.95 |
Equity Incentive Program - RSUs
Equity Incentive Program - RSUs (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 2,261,114 |
Granted | shares | 1,275,046 |
Vested (1) | shares | (907,352) |
Forfeited | shares | (279,249) |
Ending balance | shares | 2,349,559 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 15.99 |
Granted | $ / shares | 16.77 |
Vested (1) | $ / shares | 16.24 |
Forfeited | $ / shares | 15.99 |
Ending balance | $ / shares | $ 16.35 |
Equity Incentive Program Equity
Equity Incentive Program Equity Incentive Program - PSUs (Details) - Performance Shares $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 7.8 |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 844,789 |
Granted | shares | 322,178 |
Vested (1) | shares | (176,154) |
Forfeited | shares | (47,317) |
Ending balance | shares | 943,496 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 15.90 |
Granted | $ / shares | 16.14 |
Vested (1) | $ / shares | 15.38 |
Forfeited | $ / shares | 15.85 |
Ending balance | $ / shares | $ 16.08 |
Equity Incentive Program - Addi
Equity Incentive Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Expense | $ 3.5 | $ 6.7 |
SSARs | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 0 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 8.6 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 32.1 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 7.8 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |
Minimum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage increase of initial grant value | 0.00% | |
Maximum | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage increase of initial grant value | 225.00% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of information used in computing basic and diluted earnings per share [Abstract] | ||
Loss from continuing operations | $ (12,800,000) | $ (2,700,000) |
Earnings from discontinued operations, net | 3,700,000 | 0 |
Net loss | $ (9,100,000) | $ (2,700,000) |
Basic (loss) earnings per common share: | ||
Earnings (loss) from continuing operations, per basic share | $ (0.14) | $ (0.03) |
Earnings from discontinued operations, per basic share | 0.04 | 0 |
Net earnings (loss) per share, basic | $ (0.10) | $ (0.03) |
Weighted average shares outstanding | 91,795,980 | 90,535,188 |
Diluted (loss) earnings per common share: | ||
Earnings (loss) from continuing operations, per diluted share | $ (0.14) | $ (0.03) |
Loss from discontinued operations, net | 0.04 | 0 |
Net earnings (loss) per share, diluted | $ (0.10) | $ (0.03) |
Diluted (in shares) | 91,795,980 | 90,535,188 |
Weighted average number of anti-dilutive shares excluded from the calculation (in shares) | 5,381,017 | 5,970,833 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)segments | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information | |||
Billed Contracts Receivable | $ 112.1 | $ 152.8 | |
Number of reportable segments | segments | 2 | ||
Assets | $ 1,696.8 | 1,654.6 | |
Revenues | 163.1 | $ 179.8 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Interest expense, net | 3.7 | 3.5 | |
Loss before income taxes and discontinued operations | (10.6) | (0.1) | |
Provision for income taxes | 2.2 | 2.6 | |
Loss from continuing operations | (12.8) | (2.7) | |
Asia | |||
Segment Reporting Information | |||
Revenues | 109.7 | 121.1 | |
United States | |||
Segment Reporting Information | |||
Revenues | 29.3 | 32.2 | |
Europe | |||
Segment Reporting Information | |||
Revenues | 22.4 | 23.8 | |
Other Americas | |||
Segment Reporting Information | |||
Revenues | 0.6 | 1.1 | |
Other Geographical Locations | |||
Segment Reporting Information | |||
Revenues | 1.1 | 1.6 | |
Operating Segments | |||
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | 1 | 19.3 | |
Operating Segments | Audio | |||
Segment Reporting Information | |||
Assets | 1,502.5 | 1,487.6 | |
Revenues | 120.1 | 139.1 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | (6.1) | 11.8 | |
Operating Segments | Precision Devices | |||
Segment Reporting Information | |||
Assets | 189.2 | 162 | |
Revenues | 43 | 40.7 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | 7.1 | 7.5 | |
Corporate | |||
Segment Reporting Information | |||
Assets | 5.1 | $ 5 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Corporate expense / other | 7.9 | 15.9 | |
Interest expense, net | $ 3.7 | $ 3.5 |