Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
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 | 1151 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, $0.01 par value per share | |
Trading Symbol | KN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 89,744,345 | |
Document Type | 10-Q | |
Entity Central Index Key | 0001587523 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 196.4 | $ 144.3 |
Cost of goods sold | 125.5 | 90.4 |
Restructuring charges - cost of goods sold | 1 | 0.1 |
Gross profit | 69.9 | 53.8 |
Research and development expenses | 20.6 | 20 |
Selling and administrative expenses | 43.5 | 33.8 |
Restructuring charges | 1.5 | 1 |
Operating expenses | 65.6 | 54.8 |
Operating earnings (loss) | 4.3 | (1) |
Interest Income (Expense), Net | 4.4 | 0.8 |
Other (income) expense, net | (0.4) | 2.3 |
Gain (loss) on disposition of intangible assets, net | (5.4) | 0 |
Earnings (loss) before income taxes | 5.7 | (4.1) |
Provision for income taxes | 3.2 | 1.1 |
Net earnings (loss) | $ 2.5 | $ (5.2) |
Earnings per share: | ||
Earnings Per Share, Basic | $ 0.03 | $ (0.06) |
Earnings Per Share, Diluted | $ 0.03 | $ (0.06) |
Weighted Average Number of Shares Outstanding, Basic [Abstract] | ||
Basic (in shares) | 89,600,000 | 91,400,000 |
Diluted (in shares) | 90,500,000 | 91,400,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $ 2.5 | $ (5.2) |
Foreign currency translation | (3.4) | 3.6 |
Employee benefit plans: | ||
Amortization or settlement of actuarial losses and prior service costs | 0.1 | 0.2 |
Net change in employee benefit plans | 0.1 | 0.2 |
Changes in fair value of cash flow hedges: | ||
Unrealized net (losses) gains arising during period | (1.3) | 0.1 |
Net losses reclassified into earnings | 1 | 0.1 |
Total cash flow hedges | (0.3) | 0.2 |
Other comprehensive (loss) earnings, net of tax | (3.6) | 4 |
Comprehensive loss | $ (1.1) | $ (1.2) |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 122.1 | $ 87.3 |
Accounts Receivable, after Allowance for Credit Loss, Current | 130.8 | 135.3 |
Inventories, net | 203.4 | 196.4 |
Prepaid and other current assets | 11.6 | 9.8 |
Total current assets | 467.9 | 428.8 |
Property, plant, and equipment, net | 166.3 | 175.4 |
Goodwill | 540.5 | 540.7 |
Intangible assets, net | 183 | 189.4 |
Operating Lease, Right-of-Use Asset | 11.3 | 13.1 |
Other assets and deferred charges | (114.4) | (115.4) |
Total assets | 1,483.4 | 1,462.8 |
Current liabilities: | ||
Long-Term Debt, Current Maturities | 48 | 47.1 |
Accounts payable | 67.8 | 51.3 |
Accrued compensation and employee benefits | 25.3 | 33 |
Operating Lease, Liability, Current | 4.5 | 5.1 |
Other accrued expenses | 22.7 | 25 |
Federal and other taxes on income | 2 | 3.1 |
Total current liabilities | 170.3 | 164.6 |
Long-term debt | 245.2 | 224.1 |
Deferred Income Tax Liabilities, Net | 0.7 | 0.7 |
Operating Lease, Liability, Noncurrent | 7.3 | 8.2 |
Other liabilities | 26 | 31.1 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Preferred Stock, Value, Issued | 0 | 0 |
Common Stock, Value, Issued | 1 | 1 |
Treasury Stock, Value | (151.2) | (151.2) |
Additional paid-in capital | 1,690.8 | 1,689.9 |
Accumulated deficit | (373.3) | (375.8) |
Accumulated other comprehensive loss | (133.4) | (129.8) |
Total stockholders' equity | 1,033.9 | 1,034.1 |
Total liabilities and stockholders' equity | $ 1,483.4 | $ 1,462.8 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Current assets: | |||
Allowance for doubtful accounts receivable | $ 0.2 | $ 0.2 | |
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) | 97,949,177 | 97,297,703 | |
Common Stock, Shares, Outstanding | 89,744,345 | 89,092,871 | |
Treasury Stock, Common, Shares | 8,204,832 | 8,204,832 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock, Common |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock, shares issued (in shares) | 96,431,604 | |||||
Treasury Stock, Common, Shares | (5,353,228) | |||||
Balance at Dec. 31, 2022 | $ 992.9 | $ 1 | $ 1,665.5 | $ (448.2) | $ (122.1) | $ (103.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | (5.2) | |||||
Stock Repurchased During Period, Value | (7.5) | |||||
Net earnings (loss) | (5.2) | |||||
Other comprehensive (loss) earnings, net of tax | 4 | 4 | ||||
Stock-based compensation expense | 7.8 | 7.8 | ||||
Stock Issued During Period, Shares, New Issues | 182,736 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 1.4 | $ 0 | 1.4 | |||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 532,147 | |||||
Balance at Mar. 31, 2023 | 987.4 | $ 1 | 1,668.7 | (453.4) | (118.1) | $ (110.8) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Repurchased During Period, Shares | (433,759) | |||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | (0.3) | |||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ (6) | (6) | ||||
Common stock, shares issued (in shares) | 97,146,487 | |||||
Treasury Stock, Common, Shares | (5,786,987) | |||||
Common stock, shares issued (in shares) | 97,297,703 | 97,297,703 | ||||
Treasury Stock, Common, Shares | 8,204,832 | (8,204,832) | ||||
Balance at Dec. 31, 2023 | $ 1,034.1 | $ 1 | 1,689.9 | (375.8) | (129.8) | $ (151.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings (loss) | 2.5 | 2.5 | ||||
Net earnings (loss) | 2.5 | |||||
Other comprehensive (loss) earnings, net of tax | (3.6) | (3.6) | ||||
Stock-based compensation expense | 6.7 | 6.7 | ||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 651,474 | |||||
Balance at Mar. 31, 2024 | 1,033.9 | $ 1 | 1,690.8 | $ (373.3) | $ (133.4) | $ (151.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock Repurchased During Period, Shares | 0 | |||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | (0.3) | |||||
Restricted Stock, Value, Shares Issued Net of Tax Withholdings | $ (5.8) | $ (5.8) | ||||
Common stock, shares issued (in shares) | 97,949,177 | 97,949,177 | ||||
Treasury Stock, Common, Shares | 8,204,832 | (8,204,832) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities | ||
Net earnings (loss) | $ 2.5 | $ (5.2) |
Adjustments to reconcile net earnings (loss) to cash from operating activities: | ||
Depreciation and amortization | 14 | 12.1 |
Stock-based compensation | 6.7 | 7.8 |
Gain (Loss) on Disposition of Intangible Assets | (7.2) | 0 |
Restructuring charges | 0.4 | 0 |
Non-cash interest expense and amortization of debt issuance costs | 2.1 | 0.3 |
Deferred income taxes | 3.3 | 4.1 |
Other, net | (0.2) | 1.8 |
Changes in assets and liabilities (excluding effects of foreign exchange): | ||
Receivables, net | 4.4 | 25.3 |
Inventories, net | (9.3) | (38) |
Prepaid and other current assets | (1.3) | (2.7) |
Accounts payable | 17.2 | 27.8 |
Accrued compensation and employee benefits | (7.6) | (5.9) |
Other accrued expenses | (1.7) | (3.8) |
Increase Decrease Accrued Taxes, Net | (0.1) | (0.7) |
Other non-current assets and non-current liabilities | (5.9) | (1) |
Net Cash Provided by (Used in) Operating Activities | 17.3 | 21.9 |
Investing Activities | ||
Proceeds from Sale of Other Assets | 7.2 | 0 |
Capital expenditures | (3.4) | (3.9) |
Payments for (Proceeds from) Investments | (0.5) | 0 |
Proceeds from Sale of Short-term Investments | 0.5 | 0 |
Net Cash Provided by (Used in) Investing Activities, Total | 3.8 | (3.9) |
Financing Activities | ||
Repayments of Lines of Credit | (20) | 0 |
Borrowings under revolving credit facility | 40 | 0 |
Payments for Repurchase of Common Stock | 0 | 7.5 |
Tax on restricted and performance stock unit vesting and stock option exercises | (5.8) | (6) |
Payments of finance lease obligations | (0.6) | (0.6) |
Payments of Debt Issuance Costs | 0 | (1.6) |
Proceeds from exercise of stock options | 0 | 1.4 |
Net Cash Provided by (Used in) Financing Activities, Total | 13.6 | (14.3) |
Effect of Exchange Rate on Cash and Cash Equivalents [Abstract] | ||
Effect of exchange rate changes on cash and cash equivalents | 0.1 | 0.1 |
Net increase in cash and cash equivalents | 34.8 | 3.8 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | 122.1 | 52 |
Supplemental information - cash paid for: | ||
Income taxes | 2.6 | 4.3 |
Interest | $ 3.4 | $ 0.9 |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | 1. Basis of Presentation Background - Knowles Corporation (NYSE:KN) is a market leader and global provider of high performance capacitors and radio frequency ("RF") products, balanced armature speakers, advanced micro-acoustic microphones, and audio solutions, serving the medtech, defense, electric vehicle, industrial, communications, and consumer electronics markets. The Company uses its leading position in SiSonic TM micro-electro-mechanical systems ("MEMS") microphones and strong capabilities in audio processing technologies to optimize audio systems and improve the user experience across consumer applications. Knowles is also a leader in hearing health acoustics, high performance capacitors, and RF solutions for a diverse set of markets. The Company's focus on the customer, combined with its unique technology, proprietary manufacturing techniques, and global operational expertise, enable the Company to deliver innovative solutions across multiple applications. 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, 2023 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. 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. Share Repurchase Program - On February 24, 2020, the Company announced that its Board of Directors had authorized a share repurchase program of up to $100.0 million of the Company's common stock. On April 28, 2022, the Company announced that its Board of Directors had increased the authorization by up to $150.0 million in additional aggregate value. 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, 2023, the Company repurchased 433,759 shares of common stock for a total of $7.5 million. The Company did not repurchase any shares of its common stock during the three months ended March 31, 2024. Non-cash Investing Activities - Purchases of property, plant, and equipment included in accounts payable at March 31, 2024 and 2023 were $0.7 million and $2.3 million, respectively. These non-cash amounts are not reflected as "Capital expenditures" within Investing Activities on the Consolidated Statements of Cash Flows for the respective periods. Operating lease liabilities arising from obtaining right-of-use assets for the three months ended March 31, 2023 were $1.1 million. |
Recent Accounting Standards (No
Recent Accounting Standards (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Standards | 2. Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07 to expand reportable segment disclosure requirements. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. All annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280 must also be disclosed in interim periods. Additionally, this standard requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This standard is effective for the Company beginning with its annual reporting for the year ended December 31, 2024 and its interim reporting for the three months ended March 31, 2025. Early adoption is permitted. The standard requires adoption on a retrospective basis for all prior periods presented in the financial statements. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency of income tax disclosures. This guidance requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes and the judgment used in categorizing the reconciling items. This guidance also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by those individual jurisdictions equal to or greater than 5 percent of the total. This standard is effective for the Company for its annual reporting for the year ended December 31, 2025. Early adoption is permitted. The standard requires adoption on a prospective basis, although retrospective adoption is permitted. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements. |
Business Combinations
Business Combinations | 3 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisition On November 1, 2023, the Company acquired (i) all the issued and outstanding shares of Kaplan Electronics, Inc. and (ii) certain assets of Cornell Dubilier Electronics, Inc. and CD Aero, LLC (collectively, "Cornell Dubilier" or "CD") for aggregate consideration of $259.8 million, which equated to a total fair value of consideration transferred of $246.8 million. This purchase price of $246.8 million consisted of $136.9 million in cash payments and an interest-free seller note (the “Seller Note”) with a fair value of $109.9 million. The Seller Note consists of aggregate principal amounts of $122.9 million with $50.0 million maturing on November 1, 2024 and $72.9 million maturing on November 1, 2025 and is secured by certain assets (including equity interests) acquired in connection with the acquisition (see also Note 8. Borrowings). CD is a manufacturer of film, electrolytic, and mica capacitors used in medtech, defense, and industrial electrification applications. The transaction was accounted for as a business combination under Accounting Standards Codification 805. The Company has substantially completed the purchase price allocation for the acquisition of CD and has recorded certain measurement period adjustments to the purchase price allocation during the three months ended March 31, 2024. As additional information is obtained about the net assets acquired within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of the purchase price allocation. The table below represents a preliminary allocation of the purchase price to net assets acquired as of November 1, 2023: (in millions) Receivables $ 13.4 Inventories 40.1 Property, plant, and equipment 30.7 Customer relationships 82.5 Developed technology 19.1 Trademarks 14.0 Operating lease right-of-use assets 3.4 Other assets and deferred charges 3.6 Goodwill 69.4 Current liabilities assumed (10.9) Deferred income taxes (15.8) Long-term operating lease liabilities (2.7) Total purchase price $ 246.8 The following unaudited pro-forma summary presents consolidated financial information as if CD had been acquired on January 1, 2022. The unaudited pro-forma financial information is based on historical results of operations and financial positions of the Company and CD. The pro-forma earnings are adjusted to reflect the comparable impact of depreciation and amortization expense resulting from the fair value measurement of tangible and intangible assets, nonrecurring deal-related costs, employee retention, inventory step-up charges, and interest expense on borrowings to fund the acquisition. The unaudited pro-forma financial information does not necessarily represent the results that would have occurred had the acquisition occurred on January 1, 2022. In addition, the unaudited pro-forma information should not be deemed to be indicative of future results. |
Inventories, net (Notes)
Inventories, net (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory, Net [Abstract] | |
Inventories, net | 4. Inventories, net The following table details the major components of inventories, net: (in millions) March 31, 2024 December 31, 2023 Raw materials $ 147.5 $ 140.3 Work in progress 36.8 36.7 Finished goods 65.1 63.0 Subtotal 249.4 240.0 Less reserves (46.0) (43.6) Total $ 203.4 $ 196.4 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 5. Property, Plant, and Equipment, net The following table details the major components of property, plant, and equipment, net: (in millions) March 31, 2024 December 31, 2023 Land $ 14.2 $ 14.3 Buildings and improvements 121.6 122.5 Machinery, equipment, and other 512.6 518.2 Subtotal 648.4 655.0 Less accumulated depreciation (482.1) (479.6) Total $ 166.3 $ 175.4 Depreciation expense totaled $8.1 million and $9.2 million for the three months ended March 31, 2024 and 2023, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets The changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2024 are as follows: (in millions) Precision Devices MedTech & Specialty Audio Consumer MEMS Microphones Total Gross value at December 31, 2023 $ 132.8 $ 137.7 $ 741.1 $ 1,011.6 Accumulated impairment loss — — (470.9) (470.9) Net carrying value at December 31, 2023 132.8 137.7 270.2 540.7 Measurement period adjustments (0.2) — — (0.2) Net carrying value at March 31, 2024 $ 132.6 $ 137.7 $ 270.2 $ 540.5 The Company recorded measurement period adjustments totaling $0.2 million to goodwill during the three months ended March 31, 2024 related to the 2023 acquisition of CD. Other Intangible Assets The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2024 December 31, 2023 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortized intangible assets: Trademarks $ 16.0 $ 1.5 $ 16.0 $ 1.2 Customer relationships 120.6 19.4 121.1 16.0 Developed technology 64.5 29.6 64.5 27.4 Other 2.4 2.0 2.4 2.0 Total 203.5 52.5 204.0 46.6 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 183.0 $ 189.4 During the three months ended March 31, 2024, the Company sold certain technology related to the CMM segment to a third party for total proceeds of $7.2 million. After transaction costs of $1.8 million, the Company recognized a net gain on the sale of this asset of $5.4 million during the three months ended March 31, 2024. The Company recorded measurement period adjustments totaling $0.5 million to customer relationships during three months ended March 31, 2024 related to acquisitions completed in 2023. Amortization expense totaled $5.9 million and $2.9 million for the three months ended March 31, 2024 and 2023, respectively. Amortization expense for the next five years, based on current definite-lived intangible balances, is estimated to be as follows: (in millions) Q2-Q4 2024 $ 17.1 2025 22.4 2026 16.5 2027 16.5 2028 15.8 2029 and thereafter 62.7 Total $ 151.0 |
Restructuring and Related Activ
Restructuring and Related Activities (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities | 7. 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. The Company recorded restructuring charges of $1.8 million during the three months ended March 31, 2024 related to headcount reductions and $0.7 million for costs associated with transferring certain capacitors manufacturing to existing facilities to further optimize operations, all within the PD segment. The Company recorded charges of $1.0 million within Gross profit and the remaining $1.5 million within Operating expenses for the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company recorded restructuring charges of $0.8 million to rationalize the MEMS Microphones product line, which is included within the Consumer MEMS Microphones segment, and $0.3 million for other costs. Restructuring charges of $0.1 million are reflected within Gross profit and $1.0 million are reflected within Operating expenses for the three months ended March 31, 2023. The following table details restructuring charges incurred by reportable segment for the periods presented: Three Months Ended March 31, (in millions) 2024 2023 Precision Devices $ 2.5 $ — Consumer MEMS Microphones — 0.8 Corporate — 0.3 Total $ 2.5 $ 1.1 The following table details the Company’s severance and other restructuring accrual activity: (in millions) Severance Pay and Benefits (1) Contract Termination and Other Costs (2) Total Balance at December 31, 2023 $ 2.4 $ 16.8 $ 19.2 Restructuring charges 2.1 0.4 2.5 Payments (1.6) (5.7) (7.3) Other, including foreign currency — (1.4) (1.4) Balance at March 31, 2024 $ 2.9 $ 10.1 $ 13.0 (1) All accruals for Severance Pay and Benefits are reflected within Other accrued expenses on the Consolidated Balance Sheet. (2) Accruals for Contract Termination and Other Costs of $5.1 million and $6.1 million were reflected within Other accrued expenses on the Consolidated Balance Sheet at March 31, 2024 and December 31, 2023, respectively. The remaining balances are reflected within Other liabilities. The severance and restructuring accruals are recorded in the following line item on the Consolidated Balance Sheets: (in millions) March 31, 2024 December 31, 2023 Other accrued expenses $ 8.0 $ 8.5 Other liabilities 5.0 10.7 Total $ 13.0 $ 19.2 |
Borrowings (Notes)
Borrowings (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | 8. Borrowings Revolving credit facility borrowings consist of the following: (in millions) March 31, 2024 December 31, 2023 $400.0 million Revolving Credit Facility $ 180.0 $ 160.0 Seller Note 113.2 111.2 Total 293.2 271.2 Less current maturities of Seller Note 48.0 47.1 Total long-term debt $ 245.2 $ 224.1 Total debt principal payments over the next five years are as follows: (in millions) Q2-Q4 2024 $ 50.0 2025 72.9 2026 — 2027 — 2028 180.0 Revolving Credit Facility On February 8, 2023, the Company entered into an Amended and Restated Credit Agreement (the "A&R Credit Agreement") that amends and restates the prior Credit Agreement, dated September 4, 2020, and provides for a senior secured revolving credit facility with borrowings in an aggregate principal amount at any time outstanding not to exceed $400.0 million (the "Credit Facility"). The A&R Credit Agreement, among other things, extends the maturity date of the Credit Facility from January 2, 2024 to February 8, 2028, replaces the London Inter-Bank Offered Rate (“LIBOR”) with the Term Secured Overnight Financing Rate (“Term SOFR”) as a reference rate available for borrowings, amends the minimum Interest Coverage Ratio, and amends certain other financial covenants with which the Company must comply, as described below. On September 25, 2023, the Company amended its A&R Credit Agreement to, among other things, (a) permit the Company in connection with the acquisition of CD, to incur senior priority seller financing indebtedness (the “Seller Note”) in an aggregate principal amount of $122.9 million secured by certain assets (including equity interests) acquired in connection with such acquisition and the capital stock of Cornell Dubilier, LLC (the “Acquisition Assets”), which shall mature two years after the effective date of such Seller Note (the “Seller Note Maturity Date”), (b) extends the requirement to pledge the Acquisition Assets that would otherwise constitute collateral under the Credit Agreement to the date that is 90 days after the Seller Note Maturity Date, and (c) restricts, until the Seller Note Maturity Date, the amount of dispositions and investments from the Company and certain of its subsidiaries into Cornell Dubilier, LLC and the acquired subsidiaries that constitute Acquisition Assets from exceeding $80.0 million in the aggregate. All other terms remain the same as the A&R Credit Agreement dated February 8, 2023. Up to $100.0 million of the Credit Facility will be available in Euro, Pounds Sterling, and other currencies requested by the Company and up to $50.0 million of the Credit Facility will be made available in the form of letters of credit. Undrawn amounts under the Credit Facility accrue a commitment fee at a per annum rate of 0.225% to 0.350%, based on a leverage ratio grid. At any time during the term of the Credit Facility, the Company will be permitted to increase the commitments under the Credit Facility or to establish one or more incremental term loan facilities under the Credit Facility in an aggregate principal amount not to exceed the sum of $200.0 million, plus additional amounts, so long as the senior secured leverage ratio does not exceed 2.00 to 1.00. The A&R Credit Agreement includes requirements, to be tested quarterly, that the Company maintains (i) a minimum ratio of Consolidated EBITDA to consolidated cash interest expense of 3.00 to 1.00, (the "Interest Coverage Ratio"), (ii) a ratio of total indebtedness, minus netted cash in an aggregate amount not to exceed $50.0 million, to Consolidated EBITDA of 3.75 to 1.00 (the "Total Net Leverage Ratio"), and (iii) a maximum ratio of senior net secured indebtedness to Consolidated EBITDA of 3.25 to 1.00 (the "Senior Secured Net 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 A&R Credit Agreement. At March 31, 2024, 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 rates under the Credit Facility will be, at the Borrowers' option (1) (A) in the case of borrowings denominated in U.S. dollars Term SOFR, (B) in the case of borrowings denominated in Sterling, Daily Simple Sonia, or (C) for borrowings denominated in Euro, EURIBOR, in each case, plus the rates per annum determined from time to time based on the total net leverage ratio of the Company as of the end of and for the most recent period of four fiscal quarters for which financial statements have been delivered (the "Applicable Margin"); or (2) in the case of borrowings denominated in U.S. dollars, alternate base rate ("ABR") (as defined in the A&R Credit Agreement) plus the Applicable Margin. The Applicable Margin for Term SOFR, Daily Simple Sonia, or EURIBOR could range from 1.50% to 2.50% while the Applicable Margin for ABR could range from 0.50% to 1.50%. The weighted-average interest rate on the Company's borrowings under the Credit Facility and the 2020 credit facility was 7.03% and 6.01% for the three months ended March 31, 2024 and 2023, respectively. The weighted-average commitment fee on the revolving line of credit was 0.24% and 0.23% for the three months ended March 31, 2024 and 2023, respectively. |
Other Comprehensive Earnings
Other Comprehensive Earnings | 3 Months Ended |
Mar. 31, 2024 | |
Statement of Other Comprehensive Income [Abstract] | |
Other Comprehensive Earnings | 9. Other Comprehensive Earnings The amounts recognized in other comprehensive (loss) earnings were as follows:: Three Months Ended Three Months Ended March 31, 2024 March 31, 2023 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (3.4) $ — $ (3.4) $ 3.6 $ — $ 3.6 Employee benefit plans 0.1 — 0.1 0.2 — 0.2 Changes in fair value of cash flow hedges (0.6) 0.3 (0.3) (0.1) 0.3 0.2 Total other comprehensive (loss) earnings $ (3.9) $ 0.3 $ (3.6) $ 3.7 $ 0.3 $ 4.0 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, 2024 and 2023: (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2023 $ (0.7) $ (16.2) $ (112.9) $ (129.8) Other comprehensive (loss) earnings, net of tax (0.3) 0.1 (3.4) (3.6) Balance at March 31, 2024 $ (1.0) $ (16.1) $ (116.3) $ (133.4) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2022 $ 1.0 $ (16.3) $ (106.8) $ (122.1) Other comprehensive earnings, net of tax 0.2 0.2 3.6 4.0 Balance at March 31, 2023 $ 1.2 $ (16.1) $ (103.2) $ (118.1) 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 2024 2023 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.1 $ 0.2 Tax Provision for income taxes — — Net of tax $ 0.1 $ 0.2 Cash flow hedges: Net losses reclassified into earnings Cost of goods sold $ 1.3 $ 0.1 Tax Provision for income taxes (0.3) — Net of tax $ 1.0 $ 0.1 |
Income Taxes (Notes)
Income Taxes (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. 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 for the three months ended March 31, 2024 and 2023 was 56.1% and (26.8)%, respectively. The ETR includes discrete items totaling $0.8 million and $0.6 million of tax expense for the three months ended March 31, 2024 and 2023, respectively. The discrete items impacting the tax provision for the three months ended March 31, 2024 and 2023 were primarily attributable to stock-based compensation. Absent the discrete items, the ETR for the three months ended March 31, 2024 and 2023 was 42.1% and (12.2)%, respectively. The Company accrues taxes in various countries where it generates income and applies a valuation allowance in other jurisdictions, which resulted in the provisions for the three months ended March 31, 2024 and 2023. |
Equity Incentive Program (Notes
Equity Incentive Program (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Equity Incentive Program | 11. Equity Incentive Program The following table summarizes the stock-based compensation expense recognized by the Company for the periods presented: Three Months Ended March 31, (in millions) 2024 2023 Total pre-tax stock-based compensation expense $ 6.7 $ 7.8 Tax benefit 2.7 2.9 Total stock-based compensation expense, net of tax $ 4.0 $ 4.9 Stock Options No stock options were granted during the three months ended March 31, 2024 and 2023. The following table summarizes the Company's stock option activity for the three months ended March 31, 2024: Stock Options Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) (in millions, except share and per share amounts) Outstanding at December 31, 2023 2,104,356 $ 17.15 Expired (328,414) 19.28 Outstanding at March 31, 2024 1,775,942 $ 16.76 $ 0.8 2.3 Exercisable at March 31, 2024 1,719,549 $ 16.61 $ 0.8 2.3 At March 31, 2024, unrecognized compensation expense related to stock options not yet exercisable of $0.3 million is expected to be recognized over a weighted-average period of 0.9 years. RSUs The following table summarizes the Company's restricted stock unit ("RSU") activity for the three months ended March 31, 2024: Share units Weighted-average grant date fair value Unvested at December 31, 2023 2,075,007 $ 19.49 Granted 1,332,814 16.75 Vested (1) (823,639) 20.10 Forfeited (41,607) 18.17 Unvested at March 31, 2024 2,542,575 $ 17.88 (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, 2024, $35.8 million of unrecognized compensation expense related to RSUs is expected to be recognized over a weighted-average period of 2.2 years. PSUs The Company grants performance share units (“PSUs”) to senior management. In each case, the awards will cliff vest three years following the grant date. PSUs will be settled in shares of the Company's common stock. Depending on the Company's overall performance relative to the applicable measures, 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 target. The Company will ratably recognize the expense over the applicable service period for each grant of PSUs and adjust the expense for the expected achievement of performance conditions as appropriate. The fair value of PSUs is determined by using a Monte Carlo simulation. For the awards granted in February 2024, 2023, and 2022, the number of PSUs that may be earned and vest is based on total shareholder return (“TSR”) relative to the component companies of the Russell 2000 Index over a three-year performance period.. The following table summarizes the Company's PSU activity for the three months ended March 31, 2024: Share units Weighted-average grant date fair value Unvested at December 31, 2023 864,749 $ 29.28 Granted 393,734 24.09 Vested (1) (258,680) 28.49 Unvested at March 31, 2024 999,803 $ 26.79 (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, 2024, $17.3 million of unrecognized compensation expense related to PSUs is expected to be recognized over a weighted-average period of 2.0 years. |
Earnings per Share (Notes)
Earnings per Share (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 12. Earnings per Share Basic and diluted earnings per share were computed as follows: Three Months Ended March 31, (in millions, except per share amounts) 2024 2023 Net earnings (loss) $ 2.5 $ (5.2) Basic: Net earnings (loss) per share $ 0.03 $ (0.06) Weighted-average shares outstanding 89.6 91.4 Diluted: Net earnings (loss) per share $ 0.03 $ (0.06) Weighted-average shares outstanding 90.5 91.4 For the three months ended March 31, 2024 and 2023, the weighted-average number of anti-dilutive potential common shares for stock-based awards excluded from the diluted earnings per share calculation above was 2.1 million and 2.9 million, respectively. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | 13. Commitments and Contingent Liabilities From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of its business. The majority of these claims and proceedings relate to commercial, warranty, employment, and intellectual property matters. Although the ultimate outcome of any legal proceeding or claim cannot be predicted with certainty, based on present information, including management’s assessment of the merits of the particular claim, the Company believes that the disposition of these legal proceedings or claims, individually or in the aggregate, after taking into account recorded accruals and the availability and limits of insurance coverage, will not have a material adverse effect on its cash flow, results of operations, or financial condition. The Company owns many patents and other intellectual property pertaining to its products, technology, and manufacturing processes. Some of the Company's patents have been and may continue to be infringed upon or challenged by others. In appropriate cases, the Company has taken and will take steps to protect and defend its patents and other intellectual property, including through the use of legal proceedings in various jurisdictions around the world. Such steps have resulted in and may continue to result in retaliatory legal proceedings, including litigation or other legal proceedings in various jurisdictions and forums around the world alleging infringement by the Company of patents owned by others. The costs of investigations and legal proceedings relating to the enforcement and defense of the Company’s intellectual property may be substantial. Additionally, in multi-forum disputes, the Company may incur adverse judgments with regard to certain claims in certain jurisdictions and forums while still contesting other related claims against the same opposing party in other jurisdictions and forums. 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, 2024 and December 31, 2023. |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company's three reportable segments are Precision Devices, MedTech & Specialty Audio, and Consumer MEMS Microphones. Information regarding the Company’s reportable segments is as follows : Three Months Ended March 31, (in millions) 2024 2023 Revenues: Precision Devices $ 74.3 $ 53.7 MedTech & Specialty Audio 57.1 45.5 Consumer MEMS Microphones 65.0 45.1 Total revenues $ 196.4 $ 144.3 Earnings (loss) before interest and income taxes: Precision Devices $ (2.1) $ 10.7 MedTech & Specialty Audio 22.7 11.4 Consumer MEMS Microphones (1) 5.3 (8.2) Total segments 25.9 13.9 Corporate expense / other 15.8 17.2 Interest expense, net 4.4 0.8 Earnings (loss) before income taxes 5.7 (4.1) Provision for income taxes 3.2 1.1 Net earnings (loss) $ 2.5 $ (5.2) (1) Includes Gain on sale of asset, net of $5.4 million for the three months ended March 31, 2024. See Note 6. Goodwill and Other Intangible Assets. Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2024 December 31, 2023 Precision Devices $ 596.1 $ 577.9 MedTech & Specialty Audio 351.9 351.1 Consumer MEMS Microphones 531.9 530.0 Corporate / eliminations 3.5 3.8 Total $ 1,483.4 $ 1,462.8 The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in Asia, North America, and Europe. Three Months Ended March 31, (in millions) 2024 2023 Asia $ 105.7 $ 80.0 United States 58.1 35.3 Europe 26.2 24.1 Other Americas 2.8 2.1 Other 3.6 2.8 Total $ 196.4 $ 144.3 Receivables, net from contracts with customers were $120.6 million and $129.2 million as of March 31, 2024 and December 31, 2023, respectively. As of March 31, 2024 and December 31, 2023, our total remaining performance obligations were immaterial. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net earnings (loss) | $ 2.5 | $ (5.2) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Recent Accounting Standards New
Recent Accounting Standards New Accounting Pronouncements, Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | In November 2023, the FASB issued ASU 2023-07 to expand reportable segment disclosure requirements. This guidance requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. All annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280 must also be disclosed in interim periods. Additionally, this standard requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This standard is effective for the Company beginning with its annual reporting for the year ended December 31, 2024 and its interim reporting for the three months ended March 31, 2025. Early adoption is permitted. The standard requires adoption on a retrospective basis for all prior periods presented in the financial statements. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements. In December 2023, the FASB issued ASU 2023-09 to enhance the transparency of income tax disclosures. This guidance requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes and the judgment used in categorizing the reconciling items. This guidance also requires that all entities disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by those individual jurisdictions equal to or greater than 5 percent of the total. This standard is effective for the Company for its annual reporting for the year ended December 31, 2025. Early adoption is permitted. The standard requires adoption on a prospective basis, although retrospective adoption is permitted. The Company does not expect the adoption of this standard to have a significant impact upon the financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory, Net [Abstract] | |
Components of Inventory | The following table details the major components of inventories, net: (in millions) March 31, 2024 December 31, 2023 Raw materials $ 147.5 $ 140.3 Work in progress 36.8 36.7 Finished goods 65.1 63.0 Subtotal 249.4 240.0 Less reserves (46.0) (43.6) Total $ 203.4 $ 196.4 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Land $ 14.2 $ 14.3 Buildings and improvements 121.6 122.5 Machinery, equipment, and other 512.6 518.2 Subtotal 648.4 655.0 Less accumulated depreciation (482.1) (479.6) Total $ 166.3 $ 175.4 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value of goodwill by reportable segment for the three months ended March 31, 2024 are as follows: (in millions) Precision Devices MedTech & Specialty Audio Consumer MEMS Microphones Total Gross value at December 31, 2023 $ 132.8 $ 137.7 $ 741.1 $ 1,011.6 Accumulated impairment loss — — (470.9) (470.9) Net carrying value at December 31, 2023 132.8 137.7 270.2 540.7 Measurement period adjustments (0.2) — — (0.2) Net carrying value at March 31, 2024 $ 132.6 $ 137.7 $ 270.2 $ 540.5 The Company recorded measurement period adjustments totaling $0.2 million to goodwill during the three months ended March 31, 2024 related to the 2023 acquisition of CD. |
Schedule of Intangible Assets | The gross carrying value and accumulated amortization for each major class of intangible assets are as follows: March 31, 2024 December 31, 2023 (in millions) Gross Carrying Accumulated Gross Carrying Accumulated Amortized intangible assets: Trademarks $ 16.0 $ 1.5 $ 16.0 $ 1.2 Customer relationships 120.6 19.4 121.1 16.0 Developed technology 64.5 29.6 64.5 27.4 Other 2.4 2.0 2.4 2.0 Total 203.5 52.5 204.0 46.6 Unamortized intangible assets: Trademarks 32.0 32.0 Total intangible assets, net $ 183.0 $ 189.4 |
Schedule of Future Amortization Expense | Amortization expense for the next five years, based on current definite-lived intangible balances, is estimated to be as follows: (in millions) Q2-Q4 2024 $ 17.1 2025 22.4 2026 16.5 2027 16.5 2028 15.8 2029 and thereafter 62.7 Total $ 151.0 |
Restructuring and Related Act_2
Restructuring and Related Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) 2024 2023 Precision Devices $ 2.5 $ — Consumer MEMS Microphones — 0.8 Corporate — 0.3 Total $ 2.5 $ 1.1 |
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 (1) Contract Termination and Other Costs (2) Total Balance at December 31, 2023 $ 2.4 $ 16.8 $ 19.2 Restructuring charges 2.1 0.4 2.5 Payments (1.6) (5.7) (7.3) Other, including foreign currency — (1.4) (1.4) Balance at March 31, 2024 $ 2.9 $ 10.1 $ 13.0 (1) All accruals for Severance Pay and Benefits are reflected within Other accrued expenses on the Consolidated Balance Sheet. (2) Accruals for Contract Termination and Other Costs of $5.1 million and $6.1 million were reflected within Other accrued expenses on the Consolidated Balance Sheet at March 31, 2024 and December 31, 2023, respectively. The remaining balances are reflected within Other liabilities. |
Schedule of Restructuring Reserve by Balance Sheet Location | The severance and restructuring accruals are recorded in the following line item on the Consolidated Balance Sheets: (in millions) March 31, 2024 December 31, 2023 Other accrued expenses $ 8.0 $ 8.5 Other liabilities 5.0 10.7 Total $ 13.0 $ 19.2 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Revolving credit facility borrowings consist of the following: (in millions) March 31, 2024 December 31, 2023 $400.0 million Revolving Credit Facility $ 180.0 $ 160.0 Seller Note 113.2 111.2 Total 293.2 271.2 Less current maturities of Seller Note 48.0 47.1 Total long-term debt $ 245.2 $ 224.1 |
Other Comprehensive Loss (Table
Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 March 31, 2023 (in millions) Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation $ (3.4) $ — $ (3.4) $ 3.6 $ — $ 3.6 Employee benefit plans 0.1 — 0.1 0.2 — 0.2 Changes in fair value of cash flow hedges (0.6) 0.3 (0.3) (0.1) 0.3 0.2 Total other comprehensive (loss) earnings $ (3.9) $ 0.3 $ (3.6) $ 3.7 $ 0.3 $ 4.0 |
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, 2024 and 2023: (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2023 $ (0.7) $ (16.2) $ (112.9) $ (129.8) Other comprehensive (loss) earnings, net of tax (0.3) 0.1 (3.4) (3.6) Balance at March 31, 2024 $ (1.0) $ (16.1) $ (116.3) $ (133.4) (in millions) Cash flow hedges Employee benefit plans Cumulative foreign currency translation adjustments Total Balance at December 31, 2022 $ 1.0 $ (16.3) $ (106.8) $ (122.1) Other comprehensive earnings, net of tax 0.2 0.2 3.6 4.0 Balance at March 31, 2023 $ 1.2 $ (16.1) $ (103.2) $ (118.1) 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 2024 2023 Pension and post-retirement benefit plans: Amortization or settlement of actuarial losses and prior service costs Other (income) expense, net $ 0.1 $ 0.2 Tax Provision for income taxes — — Net of tax $ 0.1 $ 0.2 Cash flow hedges: Net losses reclassified into earnings Cost of goods sold $ 1.3 $ 0.1 Tax Provision for income taxes (0.3) — Net of tax $ 1.0 $ 0.1 |
Equity Incentive Program (Table
Equity Incentive Program (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Share-Based Compensation, Employee Stock Purchase Plan, Activity | The following table summarizes the stock-based compensation expense recognized by the Company for the periods presented: Three Months Ended March 31, (in millions) 2024 2023 Total pre-tax stock-based compensation expense $ 6.7 $ 7.8 Tax benefit 2.7 2.9 Total stock-based compensation expense, net of tax $ 4.0 $ 4.9 |
Schedule of Black-Scholes Option-Pricing Assumptions | No stock options were granted during the three months ended March 31, 2024 and 2023. |
Schedule of SSAR and Stock Options Activity | The following table summarizes the Company's stock option activity for the three months ended March 31, 2024: Stock Options Number of Shares Weighted-Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term (Years) (in millions, except share and per share amounts) Outstanding at December 31, 2023 2,104,356 $ 17.15 Expired (328,414) 19.28 Outstanding at March 31, 2024 1,775,942 $ 16.76 $ 0.8 2.3 Exercisable at March 31, 2024 1,719,549 $ 16.61 $ 0.8 2.3 |
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, 2024: Share units Weighted-average grant date fair value Unvested at December 31, 2023 2,075,007 $ 19.49 Granted 1,332,814 16.75 Vested (1) (823,639) 20.10 Forfeited (41,607) 18.17 Unvested at March 31, 2024 2,542,575 $ 17.88 (1) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity | The following table summarizes the Company's PSU activity for the three months ended March 31, 2024: Share units Weighted-average grant date fair value Unvested at December 31, 2023 864,749 $ 29.28 Granted 393,734 24.09 Vested (1) (258,680) 28.49 Unvested at March 31, 2024 999,803 $ 26.79 (1) The number of PSUs vested includes shares that the Company withheld on behalf of employees to satisfy statutory tax withholding requirements. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 per share amounts) 2024 2023 Net earnings (loss) $ 2.5 $ (5.2) Basic: Net earnings (loss) per share $ 0.03 $ (0.06) Weighted-average shares outstanding 89.6 91.4 Diluted: Net earnings (loss) per share $ 0.03 $ (0.06) Weighted-average shares outstanding 90.5 91.4 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Revenue and Earnings from continuing operations by market segment | Three Months Ended March 31, (in millions) 2024 2023 Revenues: Precision Devices $ 74.3 $ 53.7 MedTech & Specialty Audio 57.1 45.5 Consumer MEMS Microphones 65.0 45.1 Total revenues $ 196.4 $ 144.3 Earnings (loss) before interest and income taxes: Precision Devices $ (2.1) $ 10.7 MedTech & Specialty Audio 22.7 11.4 Consumer MEMS Microphones (1) 5.3 (8.2) Total segments 25.9 13.9 Corporate expense / other 15.8 17.2 Interest expense, net 4.4 0.8 Earnings (loss) before income taxes 5.7 (4.1) Provision for income taxes 3.2 1.1 Net earnings (loss) $ 2.5 $ (5.2) |
Reconciliation of Assets from Segment to Consolidated | Information regarding assets of the Company's reportable segments: Total Assets (in millions) March 31, 2024 December 31, 2023 Precision Devices $ 596.1 $ 577.9 MedTech & Specialty Audio 351.9 351.1 Consumer MEMS Microphones 531.9 530.0 Corporate / eliminations 3.5 3.8 Total $ 1,483.4 $ 1,462.8 |
Revenue from External Customers by Geographic Areas | The following table details revenues by geographic location. Revenues are attributed to regions based on the location of the Company's direct customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses are based primarily in Asia, North America, and Europe. Three Months Ended March 31, (in millions) 2024 2023 Asia $ 105.7 $ 80.0 United States 58.1 35.3 Europe 26.2 24.1 Other Americas 2.8 2.1 Other 3.6 2.8 Total $ 196.4 $ 144.3 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 28, 2022 | Feb. 24, 2020 | |
Noncash Investing and Financing Items | ||||
Purchases of property and equipment included in accounts payable | $ 0.7 | $ 2.3 | ||
Stock Repurchase Program, Authorized Amount | $ 100 | |||
Share Repurchase Program, Authorized Amount, Increase (Decrease) | $ 150 | |||
Payments for Repurchase of Common Stock | $ 0 | 7.5 | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 1.1 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Nov. 01, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Combination Segment Allocation [Line Items] | ||||
Goodwill | $ 540.5 | $ 540.7 | ||
Earnings Per Share, Diluted | $ 0.03 | $ (0.06) | ||
Earnings Per Share, Basic | $ 0.03 | $ (0.06) | ||
Precision Devices | ||||
Business Combination Segment Allocation [Line Items] | ||||
Goodwill | $ 132.6 | $ 132.8 | ||
Cornell Dubilier | ||||
Business Combination Segment Allocation [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 246.8 | |||
Business Acquisition, Pro Forma Revenue | 196.4 | $ 181.5 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 6.3 | $ (6.7) | ||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.07 | $ (0.07) | ||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.07 | $ (0.07) | ||
Cornell Dubilier | Precision Devices | ||||
Business Combination Segment Allocation [Line Items] | ||||
Payments to Acquire Businesses, Gross | 136.9 | |||
Business Combination, Consideration Transferred | 259.8 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (2.7) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 13.4 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 40.1 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 30.7 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Operating Lease Right-of-Use Assets | 3.4 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 3.6 | |||
Goodwill | 69.4 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (10.9) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (15.8) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 246.8 | |||
Cornell Dubilier | Precision Devices | Customer relationships | ||||
Business Combination Segment Allocation [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 82.5 | |||
Cornell Dubilier | Precision Devices | Unpatented Technology [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 19.1 | |||
Cornell Dubilier | Precision Devices | Trademarks | ||||
Business Combination Segment Allocation [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory, Net [Abstract] | ||
Raw materials | $ 147.5 | $ 140.3 |
Work in progress | 36.8 | 36.7 |
Finished goods | 65.1 | 63 |
Subtotal | 249.4 | 240 |
Less reserves | (46) | (43.6) |
Total | $ 203.4 | $ 196.4 |
Property, Plant and Equipment,
Property, Plant and Equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment | |||
Cost | $ 648.4 | $ 655 | |
Less accumulated depreciation | (482.1) | (479.6) | |
Total | 166.3 | 175.4 | |
Depreciation | 8.1 | $ 9.2 | |
Land | |||
Property, Plant and Equipment | |||
Cost | 14.2 | 14.3 | |
Buildings and improvements | |||
Property, Plant and Equipment | |||
Cost | 121.6 | 122.5 | |
Machinery, equipment, and other | |||
Property, Plant and Equipment | |||
Cost | $ 512.6 | $ 518.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Nov. 01, 2023 | |
Goodwill [Roll Forward] | |||
Goodwill | $ 540.5 | $ 540.7 | |
Goodwill, Impaired, Accumulated Impairment Loss | 470.9 | ||
Goodwill, Gross | 1,011.6 | ||
Goodwill, Purchase Accounting Adjustments | 0.2 | ||
Precision Devices | |||
Goodwill [Roll Forward] | |||
Goodwill | 132.6 | 132.8 | |
Goodwill, Gross | 132.8 | ||
Precision Devices | Cornell Dubilier | |||
Goodwill [Roll Forward] | |||
Goodwill | $ 69.4 | ||
Goodwill, Purchase Accounting Adjustments | 0.2 | ||
MedTech & Specialty Audio | |||
Goodwill [Roll Forward] | |||
Goodwill | 137.7 | 137.7 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | ||
Goodwill, Gross | 137.7 | ||
Goodwill, Purchase Accounting Adjustments | 0 | ||
Consumer MEMS Microphones | |||
Goodwill [Roll Forward] | |||
Goodwill | 270.2 | 270.2 | |
Goodwill, Impaired, Accumulated Impairment Loss | 470.9 | ||
Goodwill, Gross | $ 741.1 | ||
Goodwill, Purchase Accounting Adjustments | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets and Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets | |||
Gross carrying amount | $ 203.5 | $ 204 | |
Accumulated amortization | 52.5 | 46.6 | |
Intangible assets, net | 183 | 189.4 | |
Amortization expense | 5.9 | $ 2.9 | |
2023 | 17.1 | ||
2024 | 22.4 | ||
2025 | 16.5 | ||
2026 | 16.5 | ||
2027 | 15.8 | ||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 62.7 | ||
Finite-Lived Intangible Assets, Net | 151 | ||
Proceeds from Sale of Other Assets | 7.2 | $ 0 | |
Payments for Commissions | 1.8 | ||
Asset at Fair Value, Changes in Fair Value Resulting from Changes in Assumptions | 0.5 | ||
Trademarks | |||
Finite-Lived Intangible Assets | |||
Unamortized intangible assets, gross carrying amount | 32 | 32 | |
Trademarks | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 16 | 16 | |
Accumulated amortization | 1.5 | 1.2 | |
Customer relationships | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 120.6 | 121.1 | |
Accumulated amortization | 19.4 | 16 | |
Unpatented Technology [Member] | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 64.5 | 64.5 | |
Accumulated amortization | 29.6 | 27.4 | |
Other | |||
Finite-Lived Intangible Assets | |||
Gross carrying amount | 2.4 | 2.4 | |
Accumulated amortization | $ 2 | $ 2 |
Restructuring and Related Act_3
Restructuring and Related Activities - Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve | ||
Restructuring charges | $ 1.5 | $ 1 |
Restructuring and Related Cost, Incurred Cost | 2.5 | |
Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 2.5 | 1.1 |
Severance Pay and Benefits | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 2.1 | |
Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring and Related Cost, Incurred Cost | 0.4 | |
Operating Segments | Precision Devices | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 2.5 | 0 |
Operating Segments | Consumer MEMS Microphones | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0 | 0.8 |
Corporate, Non-Segment [Member] | Corporate, Non-Segment [Member] | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0 | 0.3 |
Cost of Goods Sold, Restructuring Charges | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 1 | 0.1 |
Operating Expense | Severance Pay and Contract Termination and Other Costs | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 1.5 | 1 |
Restructuring Charges | Severance Pay and Benefits | Precision Devices | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.7 | |
Restructuring Charges | Precision Devices | Severance Pay and Benefits | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 1.8 | |
Restructuring Charges | Consumer MEMS Microphones | Severance Pay and Benefits | MEMS Microphones product line | ||
Restructuring Cost and Reserve | ||
Restructuring charges | 0.8 | |
Restructuring Charges | Corporate, Non-Segment [Member] | Other Restructuring | ||
Restructuring Cost and Reserve | ||
Restructuring charges | $ 0.3 |
Restructuring and Related Act_4
Restructuring and Related Activities - Restructuring Accrual Activities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | $ 19.2 |
Restructuring charges | 2.5 |
Payments | (7.3) |
Restructuring Reserve, Accrual Adjustment | (1.4) |
Severance and other restructuring reserve, ending balance | 13 |
Severance Pay and Benefits | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | 2.4 |
Restructuring charges | 2.1 |
Payments | (1.6) |
Restructuring Reserve, Accrual Adjustment | 0 |
Severance and other restructuring reserve, ending balance | 2.9 |
Contract Termination and Other Costs | |
Restructuring Reserve [Roll Forward] | |
Severance and other restructuring reserve, beginning balance | 16.8 |
Restructuring charges | 0.4 |
Payments | (5.7) |
Restructuring Reserve, Accrual Adjustment | (1.4) |
Severance and other restructuring reserve, ending balance | $ 10.1 |
Restructuring and Related Act_5
Restructuring and Related Activities - Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 13 | $ 19.2 |
Other accrued expenses | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | 8 | 8.5 |
Other liabilities | ||
Restructuring Cost and Reserve | ||
Severance and restructuring accrual | $ 5 | $ 10.7 |
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, 2024 | Mar. 31, 2023 | |
Derivative | ||
Cost of goods sold | $ 125.5 | $ 90.4 |
Other expense (income), net | $ 0.4 | $ (2.3) |
Borrowings (Details)
Borrowings (Details) - USD ($) | 2 Months Ended | 3 Months Ended | |||
Nov. 01, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 25, 2023 | |
Long-term borrowings | |||||
Debt, Long-Term and Short-Term, Combined Amount | $ 224,100,000 | $ 245,200,000 | |||
Long-term portion | 224,100,000 | 245,200,000 | |||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 50,000,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 72,900,000 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 0 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 180,000,000 | ||||
Debt instrument, Convenant, Senior Secured Leverage Ratio Under Accordion Feature, Maximum | 2 | ||||
Debt Instrument, Covenant, EBITDA to Interest Ratio, Minimum | 3 | ||||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 3.75 | ||||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | ||||
Long-term debt | 271,200,000 | $ 293,200,000 | |||
Cornell Dubilier | |||||
Long-term borrowings | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 246,800,000 | ||||
Cornell Dubilier | Precision Devices | |||||
Long-term borrowings | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | 109,900,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 246,800,000 | ||||
Interest Expense, Debt | 2,000,000 | ||||
Cornell Dubilier | Precision Devices | Seller Note | |||||
Long-term borrowings | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 50,000,000 | ||||
Imputed Interest Rate on Future Payments | 7.10% | ||||
Credit Facility due February 8, 2028 | |||||
Long-term borrowings | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | ||||
Line of Credit Facility, Accordion Feature, Increase Limit | $ 200,000,000 | ||||
Credit Facility due February 8, 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Long-term borrowings | |||||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 7.03% | ||||
Credit Facility due February 8, 2028 | Minimum [Member] | |||||
Long-term borrowings | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.225% | ||||
Credit Facility due February 8, 2028 | Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Long-term borrowings | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Credit Facility due February 8, 2028 | Maximum [Member] | |||||
Long-term borrowings | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | ||||
Credit Facility due February 8, 2028 | Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||
Long-term borrowings | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Credit Facility due February 8, 2028 | Euro Member Countries, Euro | |||||
Long-term borrowings | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||||
September 25, 2023 Credit Facility Amendment | |||||
Long-term borrowings | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 80,000,000 | ||||
Secured Long-Term Debt, Noncurrent | $ 122,900,000 | ||||
Seller Note | |||||
Long-term borrowings | |||||
Other Notes Payable | 111,200,000 | $ 113,200,000 | |||
Seller Note | Cornell Dubilier | Precision Devices | |||||
Long-term borrowings | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 122,900,000 | ||||
Line of Credit | Weighted Average | |||||
Long-term borrowings | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.24% | 0.23% | |||
Line of Credit | Credit Facility due January 2, 2024 [Member] | |||||
Long-term borrowings | |||||
Long-term Line of Credit | 160,000,000 | $ 180,000,000 | |||
Line of Credit, Current | $ 47,100,000 | 48,000,000 | |||
Letter of Credit | Credit Facility due February 8, 2028 | |||||
Long-term borrowings | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | ||||
Seller Note | Cornell Dubilier | Precision Devices | |||||
Long-term borrowings | |||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 72,900,000 |
Borrowings Schedule of Revolvin
Borrowings Schedule of Revolving Credit Facility (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Debt Instrument, Covenant, EBITDA to Interest Ratio, Minimum | 3 | ||
Debt Instrument, Covenant, Debt to EBITDA, Maximum | 3.75 | ||
Debt Instrument, Covenant, Senior Secured Leverage Ratio, Maximum | 3.25 | ||
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 50,000,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 72,900,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 0 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Five | $ 180,000,000 | ||
Line of Credit | Weighted Average | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Line of Credit Facility, Commitment Fee Percentage | 0.24% | 0.23% | |
Credit Facility due January 2, 2024 [Member] | London Interbank Offered Rate LIBOR prior to 2023 | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 6.01% | ||
Credit Facility due January 2, 2024 [Member] | Line of Credit | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Long-term Line of Credit | $ 180,000,000 | $ 160,000,000 | |
Credit Facility due February 8, 2028 | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 | ||
Credit Facility due February 8, 2028 | Minimum [Member] | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Line of Credit Facility, Commitment Fee Percentage | 0.225% | ||
Credit Facility due February 8, 2028 | Minimum [Member] | Applicable margin alternate base rate [Member] | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Credit Facility due February 8, 2028 | Maximum [Member] | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Line of Credit Facility, Commitment Fee Percentage | 0.35% | ||
Credit Facility due February 8, 2028 | Maximum [Member] | Applicable margin alternate base rate [Member] | |||
Schedule of Term Loan and Revolving Credit Facilities [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Other Comprehensive Loss - OCI
Other Comprehensive Loss - OCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Foreign currency translation adjustments [Abstract] | ||
Foreign currency translation | $ (3.4) | $ 3.6 |
Foreign currency translation, tax | 0 | 0 |
Foreign currency translation, net of tax | (3.4) | 3.6 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent [Abstract] | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, before Tax, after Reclassification Adjustment, Attributable to Parent | 0.1 | 0.2 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent | 0 | 0 |
Net change in employee benefit plans | 0.1 | 0.2 |
Total cash flow hedges | (0.3) | 0.2 |
Changes in fair value of cash flow hedges: | ||
Changes in fair value of cash flow hedges, before tax | (0.6) | (0.1) |
Changes in fair value of cash flow hedges, tax | 0.3 | 0.3 |
Total other comprehensive earnings [Abstract] | ||
Other comprehensive loss, before tax | (3.9) | 3.7 |
Other comprehensive loss, tax | 0.3 | 0.3 |
Other comprehensive (loss) earnings, net of tax | (3.6) | 4 |
Net losses reclassified into earnings | $ 1 | $ 0.1 |
Other Comprehensive Loss - AOCI
Other Comprehensive Loss - AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Amortization or settlement of actuarial losses and prior service costs | $ 0.1 | $ 0.2 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, Tax | 0 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, Reclassification Adjustment from AOCI, after Tax | 0.1 | 0.2 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1.3 | 0.1 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | (0.3) | 0 |
Net losses reclassified into earnings | 1 | 0.1 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (129.8) | (122.1) |
Other comprehensive (loss) earnings, net of tax | (3.6) | 4 |
Ending balance | (133.4) | (118.1) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (0.7) | 1 |
Other comprehensive (loss) earnings, net of tax | (0.3) | 0.2 |
Ending balance | (1) | 1.2 |
Employee benefit plans | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (16.2) | (16.3) |
Other comprehensive (loss) earnings, net of tax | 0.1 | 0.2 |
Ending balance | (16.1) | (16.1) |
Cumulative foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Beginning balance | (112.9) | (106.8) |
Other comprehensive (loss) earnings, net of tax | (3.4) | 3.6 |
Ending balance | $ (116.3) | $ (103.2) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (benefit) provision | 56.10% | (26.80%) |
Effective Income Tax Rate Reconciliation, Discrete Items | $ 0.8 | $ 0.6 |
Effective Tax Rate Excluding Discrete Items | 42.10% | (12.20%) |
Equity Incentive Program - Stoc
Equity Incentive Program - Stock Options and SSARs (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Expense | $ 6.7 | $ 7.8 |
Share-based Payment Arrangement, Expense, Tax Benefit | 2.7 | 2.9 |
Share-Based Payment Arrangement, Expense, after Tax | 4 | 4.9 |
Stock Options, Weighted Average Exercise Price | ||
Share-based Payment Arrangement, Expense, Tax Benefit | 2.7 | $ 2.9 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0.3 | |
Stock Options, Number of Shares | ||
Beginning balance | 2,104,356 | |
Expired | (328,414) | |
Ending balance | 1,775,942 | |
Exercisable | 1,719,549 | |
Stock Options, Weighted Average Exercise Price | ||
Beginning balance | $ 17.15 | |
Expired | 19.28 | |
Ending balance | 16.76 | |
Exercisable | $ 16.61 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 10 months 24 days |
Equity Incentive Program - RSUs
Equity Incentive Program - RSUs (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 2,075,007 |
Granted | shares | 1,332,814 |
Vested (1) | shares | (823,639) |
Forfeited | shares | (41,607) |
Ending balance | shares | 2,542,575 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 19.49 |
Granted | $ / shares | 16.75 |
Vested (1) | $ / shares | 20.10 |
Forfeited | $ / shares | 18.17 |
Ending balance | $ / shares | $ 17.88 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 10 months 24 days |
Weighted Average Grant Date Fair Value | |
Options, aggregate intrinsic value, outstanding | $ | $ 0.8 |
Options, weighted average remaining contractual term, outstanding | 2 years 3 months 18 days |
Options, weighted average remaining contractual term, exercisable | 2 years 3 months 18 days |
Options, aggregate intrinsic value, exercisable | $ | $ 0.8 |
Equity Incentive Program Equity
Equity Incentive Program Equity Incentive Program - PSUs (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Performance Shares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 17.3 |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 864,749 |
Granted | shares | 393,734 |
Vested (1) | shares | (258,680) |
Ending balance | shares | 999,803 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 29.28 |
Granted | $ / shares | 24.09 |
Vested (1) | $ / shares | 28.49 |
Ending balance | $ / shares | $ 26.79 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 35.8 |
Number of Shares [Roll Forward] | |
Beginning balance | shares | 2,075,007 |
Granted | shares | 1,332,814 |
Vested (1) | shares | (823,639) |
Forfeited | shares | (41,607) |
Ending balance | shares | 2,542,575 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 19.49 |
Granted | $ / shares | 16.75 |
Vested (1) | $ / shares | 20.10 |
Forfeited | $ / shares | 18.17 |
Ending balance | $ / shares | $ 17.88 |
Equity Incentive Program - Addi
Equity Incentive Program - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Expense | $ 6.7 | $ 7.8 |
Share-based Payment Arrangement, Expense, Tax Benefit | 2.7 | $ 2.9 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0.3 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 10 months 24 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 | $ 35.8 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |
Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 17.3 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | |
Minimum [Member] | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage increase of initial grant value | 0% | |
Maximum [Member] | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Percentage increase of initial grant value | 225% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Reconciliation of information used in computing basic and diluted earnings per share [Abstract] | ||
Net earnings (loss) | $ 2.5 | $ (5.2) |
Basic: | ||
Net earnings (loss) per share, basic | $ 0.03 | $ (0.06) |
Basic (in shares) | 89,600,000 | 91,400,000 |
Diluted: | ||
Net earnings (loss) per share, diluted | $ 0.03 | $ (0.06) |
Diluted (in shares) | 90,500,000 | 91,400,000 |
Share-based Payment Arrangement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from the calculation (in shares) | 2,100,000 | 2,900,000 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segments | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment Reporting Information | |||
Billed Contracts Receivable | $ 120.6 | $ 129.2 | |
Number of reportable segments | segments | 3 | ||
Assets | $ 1,483.4 | 1,462.8 | |
Revenues | 196.4 | $ 144.3 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before income taxes | 5.7 | (4.1) | |
Provision for income taxes | 3.2 | 1.1 | |
Net earnings (loss) | 2.5 | (5.2) | |
Asia | |||
Segment Reporting Information | |||
Revenues | 105.7 | 80 | |
United States | |||
Segment Reporting Information | |||
Revenues | 58.1 | 35.3 | |
Europe | |||
Segment Reporting Information | |||
Revenues | 26.2 | 24.1 | |
Other Americas | |||
Segment Reporting Information | |||
Revenues | 2.8 | 2.1 | |
Other Geographical Locations | |||
Segment Reporting Information | |||
Revenues | 3.6 | 2.8 | |
Operating Segments | |||
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | 25.9 | 13.9 | |
Operating Segments | Precision Devices | |||
Segment Reporting Information | |||
Assets | 596.1 | 577.9 | |
Revenues | 74.3 | 53.7 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | (2.1) | 10.7 | |
Operating Segments | MedTech & Specialty Audio | |||
Segment Reporting Information | |||
Assets | 351.9 | 351.1 | |
Revenues | 57.1 | 45.5 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | 22.7 | 11.4 | |
Operating Segments | Consumer MEMS Microphones | |||
Segment Reporting Information | |||
Assets | 531.9 | 530 | |
Revenues | 65 | 45.1 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Earnings (loss) before interest and income taxes | 5.3 | (8.2) | |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information | |||
Assets | 3.5 | $ 3.8 | |
Reconciliation of Net Earnings from Segments [Abstract] | |||
Corporate expense / other | 15.8 | 17.2 | |
Interest expense, net | $ 4.4 | $ 0.8 |
Uncategorized Items - kn-202403
Label | Element | Value |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations | $ 87,300,000 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations | us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations | $ 48,200,000 |