Acquisition Acquisition (Tables)

12 Months Ended

Dec. 31, 2016

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