XML 49 R29.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Acquisition Acquisition (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2016
Business Combinations [Abstract] |
Schedule of Purchase Consideration and Asset Allocation | The Company made no acquisitions during the year ended December 31, 2016. On July 1, 2015, the Company completed the acquisition of Audience for a consideration per Share of $2.51 in cash and 0.13207 shares of Knowles common stock pursuant to the Agreement and Plan of Merger dated April 29, 2015. As a result of the acquisition, the Company issued 3.2 million shares and paid $61.6 million in cash to former holders of Shares and for the conversion of vested in-the-money Audience stock options. The Company also converted unvested in-the-money Audience stock options and restricted stock units for an aggregate of 461,371 shares of its common stock. The fair value of unvested equity awards relating to future services, and not yet earned, will be recorded as operating expenses over the remaining service periods. Total consideration was approximately $92.8 million, net of cash and short-term investments acquired of $30.5 million. The revenues and net losses from Audience operations in the six months ending December 31, 2015 were $19.0 million and $31.6 million, respectively. The total purchase consideration of approximately $123.3 million consists of the following:
(in millions except per share amounts)
Cash consideration paid to Audience shareholders and equity award holders | $ | 61.6 |
Fair value of shares of Knowles common stock issued to Audience shareholders and equity award holders | 60.2 |
Fair value of restricted stock units assumed | 1.5 |
Fair value of total consideration | $ | 123.3 |
The table below represents the allocation of the purchase price to the net assets acquired on their estimated fair values as of July 1, 2015:
(in millions)
Goodwill | $ | 48.0 |
Cash | 26.5 |
Identified intangible assets | 25.8 |
Inventories | 10.3 |
Property, plant, and equipment | 10.7 |
Other assets | 19.5 |
Total liabilities and accruals | (17.5 | )
Fair value of total consideration | $ | 123.3 |
Selected Unaudited Pro-forma Combined Statement of Earnings |
| Years Ended December 31,
(in millions except share and per share amounts) | 2015 |  | 2014
Revenue from continuing operations: |  |  |
As reported | $ | 849.6 |  |  | $ | 915.0 |
Pro forma | 879.6 |  |  | 1,028.3 |
Earnings (loss) from continuing operations |  |  |
As reported | $ | 16.5 |  |  | $ | 119.6 |
Pro forma | (37.4 | ) |  | 36.9 |
Basic earnings (loss) per share from continuing operations: |  |  |
As reported | $ | 0.19 |  |  | $ | 1.41 |
Pro forma | (0.42 | ) |  | 0.42 |
Diluted earnings (loss) per share from continuing operations: |  |  |
As reported | $ | 0.19 |  |  | $ | 1.40 |
Pro forma | (0.42 | ) |  | 0.42 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1486-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration