Delaware
|
90-1002689
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Trading symbol
|
|
Name of each exchange on which registered
|
Common stock, $0.01 par value per share
|
|
KN
|
|
New York Stock Exchange
|
Large accelerated filer
|
☑
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Small reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
$
|
205.2
|
|
|
$
|
188.4
|
|
|
$
|
385.0
|
|
|
$
|
366.9
|
|
Cost of goods sold
|
128.4
|
|
|
115.1
|
|
|
239.2
|
|
|
228.3
|
|
||||
Restructuring charges - cost of goods sold
|
0.4
|
|
|
0.1
|
|
|
0.9
|
|
|
0.1
|
|
||||
Gross profit
|
76.4
|
|
|
73.2
|
|
|
144.9
|
|
|
138.5
|
|
||||
Research and development expenses
|
25.0
|
|
|
25.4
|
|
|
49.7
|
|
|
50.2
|
|
||||
Selling and administrative expenses
|
38.9
|
|
|
37.1
|
|
|
76.5
|
|
|
72.9
|
|
||||
Restructuring charges
|
0.1
|
|
|
0.5
|
|
|
1.9
|
|
|
0.9
|
|
||||
Operating expenses
|
64.0
|
|
|
63.0
|
|
|
128.1
|
|
|
124.0
|
|
||||
Operating earnings
|
12.4
|
|
|
10.2
|
|
|
16.8
|
|
|
14.5
|
|
||||
Interest expense, net
|
3.6
|
|
|
4.1
|
|
|
7.1
|
|
|
8.1
|
|
||||
Other (income) expense, net
|
(0.5
|
)
|
|
0.3
|
|
|
0.5
|
|
|
0.2
|
|
||||
Earnings before income taxes and discontinued operations
|
9.3
|
|
|
5.8
|
|
|
9.2
|
|
|
6.2
|
|
||||
Provision for income taxes
|
3.4
|
|
|
1.4
|
|
|
6.0
|
|
|
2.2
|
|
||||
Earnings from continuing operations
|
5.9
|
|
|
4.4
|
|
|
3.2
|
|
|
4.0
|
|
||||
Earnings from discontinued operations, net
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||
Net earnings
|
$
|
5.9
|
|
|
$
|
4.6
|
|
|
$
|
3.2
|
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Diluted
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
Diluted
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
91,018,213
|
|
|
90,063,089
|
|
|
90,780,035
|
|
|
89,893,557
|
|
||||
Diluted
|
92,507,279
|
|
|
90,731,760
|
|
|
92,184,274
|
|
|
90,718,298
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net earnings
|
$
|
5.9
|
|
|
$
|
4.6
|
|
|
$
|
3.2
|
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) earnings, net of tax
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
(2.5
|
)
|
|
(7.6
|
)
|
|
1.5
|
|
|
(2.7
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Employee benefit plans:
|
|
|
|
|
|
|
|
||||||||
Amortization or settlement of actuarial losses and prior service costs
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
Net change in employee benefit plans
|
0.2
|
|
|
0.2
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Changes in fair value of cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Unrealized net (losses) gains arising during period
|
(0.4
|
)
|
|
(2.0
|
)
|
|
0.2
|
|
|
(1.2
|
)
|
||||
Net (gains) losses reclassified into earnings
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
||||
Total cash flow hedges
|
(0.4
|
)
|
|
(2.1
|
)
|
|
0.3
|
|
|
(1.9
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) earnings, net of tax
|
(2.7
|
)
|
|
(9.5
|
)
|
|
2.1
|
|
|
(4.3
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings (loss)
|
$
|
3.2
|
|
|
$
|
(4.9
|
)
|
|
$
|
5.3
|
|
|
$
|
—
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
53.6
|
|
|
$
|
73.5
|
|
Receivables, net of allowance of $0.6
|
135.8
|
|
|
140.3
|
|
||
Inventories, net
|
159.7
|
|
|
140.1
|
|
||
Prepaid and other current assets
|
13.8
|
|
|
11.1
|
|
||
Total current assets
|
362.9
|
|
|
365.0
|
|
||
Property, plant, and equipment, net
|
211.9
|
|
|
211.7
|
|
||
Goodwill
|
891.1
|
|
|
887.9
|
|
||
Intangible assets, net
|
56.6
|
|
|
56.7
|
|
||
Operating lease right-of-use assets
|
38.1
|
|
|
—
|
|
||
Other assets and deferred charges
|
25.2
|
|
|
26.6
|
|
||
Total assets
|
$
|
1,585.8
|
|
|
$
|
1,547.9
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
65.2
|
|
|
$
|
77.2
|
|
Accrued compensation and employee benefits
|
28.9
|
|
|
40.2
|
|
||
Operating lease liabilities
|
9.1
|
|
|
—
|
|
||
Other accrued expenses
|
19.7
|
|
|
20.1
|
|
||
Federal and other taxes on income
|
4.6
|
|
|
4.3
|
|
||
Total current liabilities
|
127.5
|
|
|
141.8
|
|
||
Long-term debt
|
171.9
|
|
|
158.1
|
|
||
Deferred income taxes
|
2.1
|
|
|
2.1
|
|
||
Long-term operating lease liabilities
|
29.4
|
|
|
—
|
|
||
Other liabilities
|
27.7
|
|
|
34.3
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock - $0.01 par value; 10,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock - $0.01 par value; 400,000,000 shares authorized; 91,115,305 and 90,212,779 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
0.9
|
|
|
0.9
|
|
||
Additional paid-in capital
|
1,556.2
|
|
|
1,545.9
|
|
||
Accumulated deficit
|
(221.0
|
)
|
|
(224.2
|
)
|
||
Accumulated other comprehensive loss
|
(108.9
|
)
|
|
(111.0
|
)
|
||
Total stockholders' equity
|
1,227.2
|
|
|
1,211.6
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,585.8
|
|
|
$
|
1,547.9
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
Balance at March 31, 2019
|
$
|
0.9
|
|
|
$
|
1,548.7
|
|
|
$
|
(226.9
|
)
|
|
$
|
(106.2
|
)
|
|
$
|
1,216.5
|
|
Net earnings
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
(2.7
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Common stock issued for exercise of stock options and other
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|||||
Tax on restricted stock unit vesting
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Balance at June 30, 2019
|
$
|
0.9
|
|
|
$
|
1,556.2
|
|
|
$
|
(221.0
|
)
|
|
$
|
(108.9
|
)
|
|
$
|
1,227.2
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
Balance at March 31, 2018
|
$
|
0.9
|
|
|
$
|
1,526.9
|
|
|
$
|
(292.2
|
)
|
|
$
|
(94.8
|
)
|
|
$
|
1,140.8
|
|
Net earnings
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.5
|
)
|
|
(9.5
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Common stock issued for exercise of stock options
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Tax on restricted stock unit vesting
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Balance at June 30, 2018
|
$
|
0.9
|
|
|
$
|
1,533.6
|
|
|
$
|
(287.6
|
)
|
|
$
|
(104.3
|
)
|
|
$
|
1,142.6
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
Balance at December 31, 2018
|
$
|
0.9
|
|
|
$
|
1,545.9
|
|
|
$
|
(224.2
|
)
|
|
$
|
(111.0
|
)
|
|
$
|
1,211.6
|
|
Net earnings
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|||||
Other comprehensive earnings, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
2.1
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|||||
Common stock issued for exercise of stock options and other
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||
Tax on restricted stock unit vesting
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
Balance at June 30, 2019
|
$
|
0.9
|
|
|
$
|
1,556.2
|
|
|
$
|
(221.0
|
)
|
|
$
|
(108.9
|
)
|
|
$
|
1,227.2
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
||||||||||
Balance at December 31, 2017
|
$
|
0.9
|
|
|
$
|
1,523.1
|
|
|
$
|
(291.9
|
)
|
|
$
|
(100.0
|
)
|
|
$
|
1,132.1
|
|
Net earnings
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
14.3
|
|
|
—
|
|
|
—
|
|
|
14.3
|
|
|||||
Common stock issued for exercise of stock options
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Tax on restricted stock unit vesting
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|||||
Balance at June 30, 2018
|
$
|
0.9
|
|
|
$
|
1,533.6
|
|
|
$
|
(287.6
|
)
|
|
$
|
(104.3
|
)
|
|
$
|
1,142.6
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities
|
|
|
|
||||
Net earnings
|
$
|
3.2
|
|
|
$
|
4.3
|
|
Adjustments to reconcile net earnings to cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
27.0
|
|
|
26.6
|
|
||
Stock-based compensation
|
14.0
|
|
|
14.3
|
|
||
Non-cash interest expense and amortization of debt issuance costs
|
4.1
|
|
|
3.8
|
|
||
Loss on disposal of fixed assets
|
—
|
|
|
0.2
|
|
||
Deferred income taxes
|
(0.7
|
)
|
|
(2.8
|
)
|
||
Other, net
|
1.1
|
|
|
(0.3
|
)
|
||
Changes in assets and liabilities (excluding effects of foreign exchange):
|
|
|
|
||||
Receivables, net
|
5.7
|
|
|
10.4
|
|
||
Inventories, net
|
(17.7
|
)
|
|
(33.9
|
)
|
||
Prepaid and other current assets
|
(3.0
|
)
|
|
(3.7
|
)
|
||
Accounts payable
|
(9.1
|
)
|
|
5.3
|
|
||
Accrued compensation and employee benefits
|
(11.2
|
)
|
|
(2.6
|
)
|
||
Other accrued expenses
|
1.0
|
|
|
(8.6
|
)
|
||
Accrued taxes
|
0.8
|
|
|
(6.0
|
)
|
||
Other non-current assets and non-current liabilities
|
(4.3
|
)
|
|
2.3
|
|
||
Net cash provided by operating activities
|
10.9
|
|
|
9.3
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Additions to property, plant, and equipment
|
(24.5
|
)
|
|
(48.0
|
)
|
||
Acquisitions of business (net of cash acquired)
|
(11.4
|
)
|
|
(17.5
|
)
|
||
Net cash used in investing activities
|
(35.9
|
)
|
|
(65.5
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Borrowings under revolving credit facility
|
10.0
|
|
|
—
|
|
||
Tax on restricted stock unit vesting
|
(5.5
|
)
|
|
(4.1
|
)
|
||
Payments of finance lease obligations
|
(0.9
|
)
|
|
(0.9
|
)
|
||
Payment of consideration owed for acquisitions
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Net proceeds from exercise of stock-based awards
|
1.6
|
|
|
0.3
|
|
||
Net cash provided by (used in) financing activities
|
5.0
|
|
|
(4.9
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
0.1
|
|
|
0.2
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(19.9
|
)
|
|
(60.9
|
)
|
||
Cash and cash equivalents at beginning of period
|
73.5
|
|
|
111.7
|
|
||
Cash and cash equivalents at end of period
|
$
|
53.6
|
|
|
$
|
50.8
|
|
|
|
|
|
||||
Supplemental information - cash paid for:
|
|
|
|
||||
Income taxes
|
$
|
6.9
|
|
|
$
|
6.9
|
|
Interest
|
$
|
3.8
|
|
|
$
|
4.1
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
Three Months Ended June 30, 2018
|
|
Six Months Ended June 30, 2018
|
||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of goods sold
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Selling and administrative expenses
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Operating income
|
(0.2
|
)
|
|
(0.2
|
)
|
||
Other income, net
|
—
|
|
|
(0.2
|
)
|
||
Earnings from discontinued operations before taxes (1)
|
0.2
|
|
|
0.4
|
|
||
Provision for income taxes
|
—
|
|
|
0.1
|
|
||
Earnings from discontinued operations, net of tax
|
$
|
0.2
|
|
|
$
|
0.3
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
79.6
|
|
|
$
|
70.8
|
|
Work in progress
|
32.6
|
|
|
30.2
|
|
||
Finished goods
|
72.5
|
|
|
65.3
|
|
||
Subtotal
|
184.7
|
|
|
166.3
|
|
||
Less reserves
|
(25.0
|
)
|
|
(26.2
|
)
|
||
Total
|
$
|
159.7
|
|
|
$
|
140.1
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land
|
$
|
7.6
|
|
|
$
|
7.5
|
|
Buildings and improvements
|
104.0
|
|
|
102.3
|
|
||
Machinery, equipment, and other
|
519.9
|
|
|
499.9
|
|
||
Subtotal
|
631.5
|
|
|
609.7
|
|
||
Less accumulated depreciation
|
(419.6
|
)
|
|
(398.0
|
)
|
||
Total
|
$
|
211.9
|
|
|
$
|
211.7
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
Audio
|
|
Precision Devices
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
859.9
|
|
|
$
|
28.0
|
|
|
$
|
887.9
|
|
Acquisition
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|||
Balance at June 30, 2019
|
$
|
859.9
|
|
|
$
|
31.2
|
|
|
$
|
891.1
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
(in millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
1.2
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.2
|
|
Patents
|
40.8
|
|
|
29.2
|
|
|
40.8
|
|
|
26.9
|
|
||||
Customer relationships
|
12.0
|
|
|
2.8
|
|
|
10.6
|
|
|
2.0
|
|
||||
Unpatented technologies
|
3.2
|
|
|
0.5
|
|
|
4.4
|
|
|
2.7
|
|
||||
Other
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Total
|
57.4
|
|
|
32.8
|
|
|
56.5
|
|
|
31.8
|
|
||||
Unamortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
32.0
|
|
|
|
|
32.0
|
|
|
|
||||||
Total intangible assets, net
|
$
|
56.6
|
|
|
|
|
$
|
56.7
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
Three Months Ended
June 30, 2019
|
|
Six Months Ended
June 30, 2019 |
||||
Operating lease cost (1)
|
$
|
2.5
|
|
|
$
|
5.1
|
|
Finance lease cost:
|
|
|
|
||||
Amortization of right-of-use assets
|
0.7
|
|
|
1.0
|
|
||
Interest on lease liabilities
|
—
|
|
|
—
|
|
||
Sublease income
|
(0.7
|
)
|
|
(1.5
|
)
|
||
Total lease cost
|
$
|
2.5
|
|
|
$
|
4.6
|
|
(in millions)
|
Balance Sheet Line
|
June 30, 2019
|
||
Finance lease right-of-use assets
|
Property, plant, and equipment, net
|
$
|
12.9
|
|
|
|
|
||
Current finance lease liabilities
|
Other accrued expenses
|
$
|
2.3
|
|
Long-term finance lease liabilities
|
Other liabilities
|
7.8
|
|
|
Total finance lease liabilities
|
|
$
|
10.1
|
|
(in millions)
|
Six Months Ended
June 30, 2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
5.6
|
|
Operating cash flows from finance leases
|
0.3
|
|
|
Financing cash flows from finance leases
|
0.9
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
2.6
|
|
Finance leases
|
0.2
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
June 30, 2019
|
|
Weighted-average remaining lease term (in years):
|
|
|
Operating leases
|
4.7
|
|
Finance leases
|
5.6
|
|
Weighted-average discount rate:
|
|
|
Operating leases
|
4.3
|
%
|
Finance leases
|
5.6
|
%
|
(in millions)
|
Operating Leases
|
|
Finance Leases
|
||||
Q3-Q4 2019
|
$
|
5.7
|
|
|
$
|
1.2
|
|
2020
|
9.6
|
|
|
2.4
|
|
||
2021
|
9.3
|
|
|
2.3
|
|
||
2022
|
8.3
|
|
|
2.3
|
|
||
2023
|
6.3
|
|
|
2.3
|
|
||
2024 and thereafter
|
3.1
|
|
|
1.2
|
|
||
Total lease payments
|
42.3
|
|
|
11.7
|
|
||
Less interest
|
(3.8
|
)
|
|
(1.6
|
)
|
||
Present value of lease liabilities
|
$
|
38.5
|
|
|
$
|
10.1
|
|
(in millions)
|
Operating Leases
|
|
Capital Leases
|
||||
2019
|
$
|
9.7
|
|
|
$
|
2.3
|
|
2020
|
9.3
|
|
|
2.3
|
|
||
2021
|
8.8
|
|
|
2.3
|
|
||
2022
|
8.1
|
|
|
2.3
|
|
||
2023
|
6.1
|
|
|
2.3
|
|
||
2024 and thereafter
|
3.8
|
|
|
2.6
|
|
||
Total minimum lease payments
|
45.8
|
|
|
14.1
|
|
||
Less sublease rental income
|
(8.8
|
)
|
|
—
|
|
||
Net minimum lease payments
|
$
|
37.0
|
|
|
14.1
|
|
|
Less imputed interest
|
|
|
(1.6
|
)
|
|||
Present value of capital lease obligations
|
|
|
$
|
12.5
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Audio
|
$
|
0.1
|
|
|
$
|
0.5
|
|
|
$
|
1.9
|
|
|
$
|
0.8
|
|
Precision Devices
|
0.4
|
|
|
0.1
|
|
|
0.7
|
|
|
0.2
|
|
||||
Corporate
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Total
|
$
|
0.5
|
|
|
$
|
0.6
|
|
|
$
|
2.8
|
|
|
$
|
1.0
|
|
(in millions)
|
Severance Pay and Benefits
|
|
Contract Termination and Other Costs
|
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
$
|
1.1
|
|
Restructuring charges
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|||
Payments
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
|||
Other (1)
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
Balance at June 30, 2019
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Other accrued expenses
|
$
|
1.3
|
|
|
$
|
0.9
|
|
Other liabilities
|
—
|
|
|
0.2
|
|
||
Total
|
$
|
1.3
|
|
|
$
|
1.1
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Hedge Type
|
Contract Type
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cash flow hedges
|
Foreign exchange contracts
|
|
$
|
(0.5
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
0.2
|
|
|
$
|
(1.5
|
)
|
Cash flow hedges
|
Interest rate contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
3.25% convertible senior notes
|
$
|
152.9
|
|
|
$
|
149.1
|
|
Revolving credit facility
|
19.0
|
|
|
9.0
|
|
||
Total
|
171.9
|
|
|
158.1
|
|
||
Less current maturities (1)
|
—
|
|
|
—
|
|
||
Total long-term debt
|
$
|
171.9
|
|
|
$
|
158.1
|
|
(in millions)
|
Q3-Q4 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Debt principal payments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172.5
|
|
|
$
|
19.0
|
|
|
$
|
—
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
=
|
during any calendar quarter and only during such calendar quarters, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
=
|
during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or
|
=
|
upon the occurrence of specified corporate events.
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Liability component:
|
|
|
|
||||
Principal
|
$
|
172.5
|
|
|
$
|
172.5
|
|
Less debt issuance costs and debt discount, net of amortization
|
(19.6
|
)
|
|
(23.4
|
)
|
||
Total
|
152.9
|
|
|
149.1
|
|
||
Less current maturities (1)
|
—
|
|
|
—
|
|
||
Long-term portion
|
$
|
152.9
|
|
|
$
|
149.1
|
|
|
|
|
|
||||
Equity component (2)
|
$
|
29.9
|
|
|
$
|
29.9
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
3.25% coupon
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
2.8
|
|
|
$
|
2.8
|
|
Amortization of debt issuance costs
|
0.2
|
|
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
||||
Amortization of debt discount
|
1.7
|
|
|
1.6
|
|
|
3.4
|
|
|
3.1
|
|
||||
Total
|
$
|
3.3
|
|
|
$
|
3.2
|
|
|
$
|
6.6
|
|
|
$
|
6.3
|
|
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
$400.0 million revolving credit facility due October 2022
|
$
|
19.0
|
|
|
$
|
9.0
|
|
Less current maturities (1)
|
—
|
|
|
—
|
|
||
Long-term portion
|
$
|
19.0
|
|
|
$
|
9.0
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
(in millions)
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation
|
$
|
(2.5
|
)
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
|
$
|
(7.6
|
)
|
|
$
|
—
|
|
|
$
|
(7.6
|
)
|
Employee benefit plans
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Changes in fair value of cash flow hedges
|
(0.5
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
|
(2.6
|
)
|
|
0.5
|
|
|
(2.1
|
)
|
||||||
Total other comprehensive loss
|
$
|
(2.8
|
)
|
|
$
|
0.1
|
|
|
$
|
(2.7
|
)
|
|
$
|
(10.0
|
)
|
|
$
|
0.5
|
|
|
$
|
(9.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||
(in millions)
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
|
Pre-tax
|
|
Tax
|
|
Net of tax
|
||||||||||||
Foreign currency translation
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
|
$
|
(2.7
|
)
|
Employee benefit plans
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Changes in fair value of cash flow hedges
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
(2.2
|
)
|
|
0.3
|
|
|
(1.9
|
)
|
||||||
Total other comprehensive earnings (loss)
|
$
|
2.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.1
|
|
|
$
|
(4.6
|
)
|
|
$
|
0.3
|
|
|
$
|
(4.3
|
)
|
(in millions)
|
Cash flow hedges
|
|
Employee benefit plans
|
|
Cumulative foreign currency translation adjustments
|
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
(0.4
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(95.1
|
)
|
|
$
|
(111.0
|
)
|
Other comprehensive earnings, net of tax
|
0.3
|
|
|
0.3
|
|
|
1.5
|
|
|
2.1
|
|
||||
Balance at June 30, 2019
|
$
|
(0.1
|
)
|
|
$
|
(15.2
|
)
|
|
$
|
(93.6
|
)
|
|
$
|
(108.9
|
)
|
(in millions)
|
Cash flow hedges
|
|
Employee benefit plans
|
|
Cumulative foreign currency translation adjustments
|
|
Total
|
||||||||
Balance at December 31, 2017
|
$
|
0.5
|
|
|
$
|
(15.3
|
)
|
|
$
|
(85.2
|
)
|
|
$
|
(100.0
|
)
|
Other comprehensive (loss) earnings, net of tax
|
(1.9
|
)
|
|
0.3
|
|
|
(2.7
|
)
|
|
(4.3
|
)
|
||||
Balance at June 30, 2018
|
$
|
(1.4
|
)
|
|
$
|
(15.0
|
)
|
|
$
|
(87.9
|
)
|
|
$
|
(104.3
|
)
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
|
Three Months Ended June 30,
|
||||||
(in millions)
|
Statement of Earnings Line
|
2019
|
|
2018
|
||||
Pension and post-retirement benefit plans:
|
|
|
|
|
||||
Amortization or settlement of actuarial losses and prior service costs
|
Other (income) expense, net
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Tax
|
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net of tax
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Net gains reclassified into earnings
|
Various (1)
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Tax
|
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net of tax
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
||||
|
|
Six Months Ended June 30,
|
||||||
(in millions)
|
Statement of Earnings Line
|
2019
|
|
2018
|
||||
Pension and post-retirement benefit plans:
|
|
|
|
|
||||
Amortization or settlement of actuarial losses and prior service costs
|
Other (income) expense, net |
$
|
0.3
|
|
|
$
|
0.3
|
|
Tax
|
Provision for income taxes
|
—
|
|
|
—
|
|
||
Net of tax
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Net losses (gains) reclassified into earnings
|
Various (1)
|
$
|
0.2
|
|
|
$
|
(0.8
|
)
|
Tax
|
Provision for income taxes
|
(0.1
|
)
|
|
0.1
|
|
||
Net of tax
|
|
$
|
0.1
|
|
|
$
|
(0.7
|
)
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Risk-free interest rate
|
2.29%
|
to
|
2.44%
|
|
2.59%
|
||
Dividend yield
|
—%
|
|
—%
|
||||
Expected life (years)
|
4.5
|
|
4.5
|
||||
Volatility
|
41.8%
|
to
|
42.9%
|
|
41.2%
|
||
Fair value at date of grant
|
$6.22
|
to
|
$6.55
|
|
$4.83
|
to
|
$5.39
|
|
SSARs
|
|
Stock Options
|
||||||||||||||||||||||
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted-Average Remaining Contractual Term (Years)
|
||||||||||
Outstanding at December 31, 2018
|
781,995
|
|
|
$
|
21.85
|
|
|
|
|
|
|
5,471,493
|
|
|
$
|
17.64
|
|
|
|
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
857,504
|
|
|
16.11
|
|
|
|
|
|
||||||
Exercised
|
(22,420
|
)
|
|
14.28
|
|
|
|
|
|
|
(117,750
|
)
|
|
14.22
|
|
|
|
|
|
||||||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|
(65,504
|
)
|
|
15.86
|
|
|
|
|
|
||||||
Expired
|
(100,980
|
)
|
|
22.58
|
|
|
|
|
|
|
(26,805
|
)
|
|
26.30
|
|
|
|
|
|
||||||
Outstanding at June 30, 2019
|
658,595
|
|
|
$
|
21.99
|
|
|
$
|
0.2
|
|
|
2.7
|
|
6,118,938
|
|
|
$
|
17.47
|
|
|
$
|
16.7
|
|
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Exercisable at June 30, 2019
|
658,595
|
|
|
$
|
21.99
|
|
|
$
|
0.2
|
|
|
2.7
|
|
4,441,673
|
|
|
$
|
18.07
|
|
|
$
|
12.4
|
|
|
3.3
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Share units
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2018
|
2,446,431
|
|
|
$
|
15.12
|
|
Granted
|
1,450,362
|
|
|
16.08
|
|
|
Vested
|
(1,082,903
|
)
|
|
14.67
|
|
|
Forfeited
|
(177,913
|
)
|
|
15.50
|
|
|
Unvested at June 30, 2019
|
2,635,977
|
|
|
$
|
15.80
|
|
|
Share units
|
|
Weighted-average grant date fair value
|
|||
Unvested at December 31, 2018
|
557,967
|
|
|
$
|
14.27
|
|
Granted
|
294,678
|
|
|
18.41
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
(39,934
|
)
|
|
15.65
|
|
|
Unvested at June 30, 2019
|
812,711
|
|
|
$
|
15.70
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions, except share and per share amounts)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Earnings from continuing operations
|
$
|
5.9
|
|
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
Earnings from discontinued operations, net
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.3
|
|
||||
Net earnings
|
$
|
5.9
|
|
|
$
|
4.6
|
|
|
$
|
3.2
|
|
|
$
|
4.3
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Earnings from discontinued operations, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Net earnings
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
91,018,213
|
|
|
90,063,089
|
|
|
90,780,035
|
|
|
89,893,557
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Earnings from discontinued operations, net
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Net earnings
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted weighted-average shares outstanding
|
92,507,279
|
|
|
90,731,760
|
|
|
92,184,274
|
|
|
90,718,298
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Audio
|
$
|
159.9
|
|
|
$
|
151.8
|
|
|
$
|
299.0
|
|
|
$
|
298.2
|
|
Precision Devices
|
45.3
|
|
|
36.6
|
|
|
86.0
|
|
|
68.7
|
|
||||
Total revenues
|
$
|
205.2
|
|
|
$
|
188.4
|
|
|
$
|
385.0
|
|
|
$
|
366.9
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations before interest and income taxes:
|
|||||||||||||||
Audio
|
$
|
21.2
|
|
|
$
|
17.3
|
|
|
$
|
33.0
|
|
|
$
|
29.6
|
|
Precision Devices
|
8.2
|
|
|
6.4
|
|
|
15.7
|
|
|
12.6
|
|
||||
Total segments
|
29.4
|
|
|
23.7
|
|
|
48.7
|
|
|
42.2
|
|
||||
Corporate expense / other
|
16.5
|
|
|
13.8
|
|
|
32.4
|
|
|
27.9
|
|
||||
Interest expense, net
|
3.6
|
|
|
4.1
|
|
|
7.1
|
|
|
8.1
|
|
||||
Earnings before income taxes and discontinued operations
|
9.3
|
|
|
5.8
|
|
|
9.2
|
|
|
6.2
|
|
||||
Provision for income taxes
|
3.4
|
|
|
1.4
|
|
|
6.0
|
|
|
2.2
|
|
||||
Earnings from continuing operations
|
$
|
5.9
|
|
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
|
Total Assets
|
||||||
(in millions)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Audio
|
$
|
1,418.2
|
|
|
$
|
1,409.1
|
|
Precision Devices
|
162.6
|
|
|
136.9
|
|
||
Corporate / eliminations
|
5.0
|
|
|
1.9
|
|
||
Total
|
$
|
1,585.8
|
|
|
$
|
1,547.9
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Asia
|
$
|
144.0
|
|
|
$
|
131.8
|
|
|
$
|
265.1
|
|
|
$
|
257.8
|
|
United States
|
32.9
|
|
|
32.4
|
|
|
65.1
|
|
|
62.0
|
|
||||
Europe
|
25.1
|
|
|
21.7
|
|
|
48.9
|
|
|
42.2
|
|
||||
Other Americas
|
1.6
|
|
|
0.9
|
|
|
2.7
|
|
|
1.8
|
|
||||
Other
|
1.6
|
|
|
1.6
|
|
|
3.2
|
|
|
3.1
|
|
||||
Total
|
$
|
205.2
|
|
|
$
|
188.4
|
|
|
$
|
385.0
|
|
|
$
|
366.9
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
(unaudited)
|
|
o
|
Unforeseen changes in MEMS microphone demand from our largest customers, in particular, two North American, a Korean, and Chinese original equipment manufacturer ("OEM") customers;
|
o
|
the success and rate of multi-microphone and smart microphone adoption and proliferation of our “intelligent audio” solutions, including our audio edge processors, to high volume platforms;
|
o
|
our ongoing ability to execute our strategy to diversify our end markets and customers;
|
o
|
our ability to stem or overcome price erosion in our segments;
|
o
|
fluctuations in our stock's market price;
|
o
|
fluctuations in operating results and cash flows;
|
o
|
our ability to prevent or identify quality issues in our products or to promptly remedy any such issues that are identified;
|
o
|
the timing of OEM product launches;
|
o
|
risks associated with increasing our inventories in advance of anticipated orders by customers;
|
o
|
global economic instability including the recent economic slowdown in China;
|
o
|
the impact of changes to laws and regulations that affect the Company’s ability to offer products or services to customers in different regions;
|
o
|
risks associated with shareholder activism, including proxy contests;
|
o
|
our ability to achieve continued reductions in our operating expenses;
|
o
|
our ability to obtain, enforce, defend, or monetize our intellectual property rights;
|
o
|
increases in the costs of critical raw materials and components;
|
o
|
availability of raw materials and components;
|
o
|
managing new product ramps and introductions for our customers;
|
o
|
our dependence on a limited number of large customers;
|
o
|
our ability to maintain and expand our existing relationships with leading OEMs in order to maintain and increase our revenue;
|
o
|
increasing competition and new entrants in the market for our products;
|
o
|
our ability to develop new or enhanced products or technologies in a timely manner that achieve market acceptance;
|
o
|
our reliance on third parties to manufacture, assemble, and test our products and sub-components;
|
o
|
escalating international trade tensions, new or increased tariffs, and trade wars among countries;
|
o
|
financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of the Company; and
|
o
|
changes in tax laws, changes in tax rates, and exposure to additional tax liabilities.
|
•
|
Audio Segment
|
•
|
PD Segment
|
|
|
Three Months Ended June 30,
|
||||||
(in millions, except per share amounts)
|
|
2019
|
|
2018
|
||||
Revenues
|
|
$
|
205.2
|
|
|
$
|
188.4
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
76.4
|
|
|
$
|
73.2
|
|
Non-GAAP gross profit
|
|
$
|
78.1
|
|
|
$
|
74.2
|
|
|
|
|
|
|
||||
Earnings from continuing operations before interest and income taxes
|
|
$
|
12.9
|
|
|
$
|
9.9
|
|
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
26.1
|
|
|
$
|
21.4
|
|
|
|
|
|
|
||||
Provision for income taxes
|
|
$
|
3.4
|
|
|
$
|
1.4
|
|
Non-GAAP provision for income taxes
|
|
$
|
3.5
|
|
|
$
|
2.1
|
|
|
|
|
|
|
||||
Earnings from continuing operations
|
|
$
|
5.9
|
|
|
$
|
4.4
|
|
Non-GAAP net earnings from continuing operations
|
|
$
|
20.7
|
|
|
$
|
16.8
|
|
|
|
|
|
|
||||
Earnings per share from continuing operations - diluted
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
Non-GAAP diluted earnings per share from continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
|
Six Months Ended June 30,
|
||||||
(in millions, except per share amounts)
|
|
2019
|
|
2018
|
||||
Revenues
|
|
$
|
385.0
|
|
|
$
|
366.9
|
|
|
|
|
|
|
||||
Gross profit
|
|
$
|
144.9
|
|
|
$
|
138.5
|
|
Non-GAAP gross profit
|
|
$
|
148.0
|
|
|
$
|
140.9
|
|
|
|
|
|
|
||||
Earnings from continuing operations before interest and income taxes
|
|
$
|
16.3
|
|
|
$
|
14.3
|
|
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
42.8
|
|
|
$
|
36.1
|
|
|
|
|
|
|
||||
Provision for income taxes
|
|
$
|
6.0
|
|
|
$
|
2.2
|
|
Non-GAAP provision for income taxes
|
|
$
|
6.6
|
|
|
$
|
3.6
|
|
|
|
|
|
|
||||
Earnings from continuing operations
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
Non-GAAP net earnings from continuing operations
|
|
$
|
32.5
|
|
|
$
|
27.5
|
|
|
|
|
|
|
||||
Earnings per share from continuing operations - diluted
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Non-GAAP diluted earnings per share from continuing operations
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(in millions, except share and per share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gross profit
|
|
$
|
76.4
|
|
|
$
|
73.2
|
|
|
$
|
144.9
|
|
|
$
|
138.5
|
|
Stock-based compensation expense
|
|
0.4
|
|
|
0.4
|
|
|
0.8
|
|
|
0.8
|
|
||||
Restructuring charges
|
|
0.4
|
|
|
0.1
|
|
|
0.9
|
|
|
0.1
|
|
||||
Production transfer costs (2)
|
|
0.9
|
|
|
0.5
|
|
|
1.4
|
|
|
1.3
|
|
||||
Other (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Non-GAAP gross profit
|
|
$
|
78.1
|
|
|
$
|
74.2
|
|
|
$
|
148.0
|
|
|
$
|
140.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
5.9
|
|
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
Interest expense, net
|
|
3.6
|
|
|
4.1
|
|
|
7.1
|
|
|
8.1
|
|
||||
Provision for income taxes
|
|
3.4
|
|
|
1.4
|
|
|
6.0
|
|
|
2.2
|
|
||||
Earnings from continuing operations before interest and income taxes
|
|
12.9
|
|
|
9.9
|
|
|
16.3
|
|
|
14.3
|
|
||||
Stock-based compensation expense
|
|
7.3
|
|
|
7.3
|
|
|
14.0
|
|
|
14.3
|
|
||||
Intangibles amortization expense
|
|
1.7
|
|
|
1.6
|
|
|
3.5
|
|
|
3.2
|
|
||||
Restructuring charges
|
|
0.5
|
|
|
0.6
|
|
|
2.8
|
|
|
1.0
|
|
||||
Production transfer costs (2)
|
|
0.9
|
|
|
0.7
|
|
|
1.4
|
|
|
1.7
|
|
||||
Other (3)
|
|
2.8
|
|
|
1.3
|
|
|
4.8
|
|
|
1.6
|
|
||||
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
26.1
|
|
|
$
|
21.4
|
|
|
$
|
42.8
|
|
|
$
|
36.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
$
|
3.6
|
|
|
$
|
4.1
|
|
|
$
|
7.1
|
|
|
$
|
8.1
|
|
Interest expense, net non-GAAP reconciling adjustments (4)
|
|
1.7
|
|
|
1.6
|
|
|
3.4
|
|
|
3.1
|
|
||||
Non-GAAP interest expense
|
|
$
|
1.9
|
|
|
$
|
2.5
|
|
|
$
|
3.7
|
|
|
$
|
5.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
|
$
|
3.4
|
|
|
$
|
1.4
|
|
|
$
|
6.0
|
|
|
$
|
2.2
|
|
Income tax effects of non-GAAP reconciling adjustments (5)
|
|
0.1
|
|
|
0.7
|
|
|
0.6
|
|
|
1.4
|
|
||||
Non-GAAP provision for income taxes
|
|
$
|
3.5
|
|
|
$
|
2.1
|
|
|
$
|
6.6
|
|
|
$
|
3.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
|
$
|
5.9
|
|
|
$
|
4.4
|
|
|
$
|
3.2
|
|
|
$
|
4.0
|
|
Non-GAAP reconciling adjustments (6)
|
|
13.2
|
|
|
11.5
|
|
|
26.5
|
|
|
21.8
|
|
||||
Interest expense, net non-GAAP reconciling adjustments (4)
|
|
1.7
|
|
|
1.6
|
|
|
3.4
|
|
|
3.1
|
|
||||
Income tax effects of non-GAAP reconciling adjustments (5)
|
|
0.1
|
|
|
0.7
|
|
|
0.6
|
|
|
1.4
|
|
||||
Non-GAAP net earnings from continuing operations
|
|
$
|
20.7
|
|
|
$
|
16.8
|
|
|
$
|
32.5
|
|
|
$
|
27.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share from continuing operations
|
|
$
|
0.06
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Earnings per share non-GAAP reconciling adjustment
|
|
0.16
|
|
|
0.13
|
|
|
0.31
|
|
|
0.26
|
|
||||
Non-GAAP diluted earnings per share from continuing operations
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.34
|
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted average shares outstanding
|
|
92,507,279
|
|
|
90,731,760
|
|
|
92,184,274
|
|
|
90,718,298
|
|
||||
Non-GAAP adjustment (7)
|
|
2,215,158
|
|
|
2,481,654
|
|
|
2,079,695
|
|
|
2,259,442
|
|
||||
Non-GAAP diluted average shares outstanding (7)
|
|
94,722,437
|
|
|
93,213,414
|
|
|
94,263,969
|
|
|
92,977,740
|
|
(3)
|
In 2019, Other expenses of $4.1 million represent expenses related to shareholder activism and the remaining Other expenses relate to the acquisition of DITF by the PD segment. In 2018, Other expenses in Gross profit and Operating expenses represent expenses related to acquisitions and the remaining Other expenses represent an adjustment to pre-spin-off pension obligations.
|
(4)
|
Under GAAP, certain convertible debt instruments that may be settled in cash (or other assets) upon conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. Accordingly, for GAAP purposes we are required to recognize imputed interest expense on the Company’s $172.5 million of convertible senior notes due 2021 that were issued in a private placement in May 2016. The imputed interest rate is 8.12% for the convertible notes due 2021, while the actual coupon interest rate of the notes was 3.25%. The difference between the imputed interest expense and the coupon interest expense is excluded from management’s assessment of the Company’s operating performance because management believes that this non-cash expense is not indicative of its core, ongoing operating performance.
|
(5)
|
Income tax effects of non-GAAP reconciling adjustments are calculated using the applicable tax rates in the jurisdictions of the underlying adjustments. Adjustments are also made to exclude certain impacts of the Tax Reform Act.
|
(6)
|
The non-GAAP reconciling adjustments are those adjustments made to reconcile Earnings from continuing operations before interest and income taxes to Adjusted earnings from continuing operations before interest and income taxes.
|
(7)
|
The number of shares used in the diluted per share calculations on a non-GAAP basis excludes the impact of stock-based compensation expense expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method.
|
|
|
Three Months Ended June 30,
|
||||||||||
(in millions)
|
|
2019
|
|
Percent of Revenues
|
|
2018
|
|
Percent of Revenues
|
||||
Revenues
|
|
$
|
159.9
|
|
|
|
|
$
|
151.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating earnings
|
|
$
|
21.2
|
|
|
13.3%
|
|
$
|
17.1
|
|
|
11.3%
|
Other income, net
|
|
—
|
|
|
|
|
(0.2
|
)
|
|
|
||
Earnings from continuing operations before interest and income taxes
|
|
$
|
21.2
|
|
|
13.3%
|
|
$
|
17.3
|
|
|
11.4%
|
Stock-based compensation expense
|
|
4.0
|
|
|
|
|
3.6
|
|
|
|
||
Intangibles amortization expense
|
|
1.1
|
|
|
|
|
1.1
|
|
|
|
||
Restructuring charges
|
|
0.1
|
|
|
|
|
0.5
|
|
|
|
||
Production transfer costs (1)
|
|
—
|
|
|
|
|
0.2
|
|
|
|
||
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
26.4
|
|
|
16.5%
|
|
$
|
22.7
|
|
|
15.0%
|
|
|
|
|
|
|
|
|
|
||||
(1) Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities in Asia. These amounts are included in earnings from continuing operations before interest and income taxes for each period presented.
|
|
|
Three Months Ended June 30,
|
||||||||||
(in millions)
|
|
2019
|
|
Percent of Revenues
|
|
2018
|
|
Percent of Revenues
|
||||
Revenues
|
|
$
|
45.3
|
|
|
|
|
$
|
36.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating earnings
|
|
$
|
8.0
|
|
|
17.7%
|
|
$
|
7.1
|
|
|
19.4%
|
Other (income) expense, net
|
|
(0.2
|
)
|
|
|
|
0.7
|
|
|
|
||
Earnings from continuing operations before interest and income taxes
|
|
$
|
8.2
|
|
|
18.1%
|
|
$
|
6.4
|
|
|
17.5%
|
Stock-based compensation expense
|
|
0.4
|
|
|
|
|
0.2
|
|
|
|
||
Intangibles amortization expense
|
|
0.6
|
|
|
|
|
0.5
|
|
|
|
||
Restructuring charges
|
|
0.4
|
|
|
|
|
0.1
|
|
|
|
||
Production transfer costs (1)
|
|
0.9
|
|
|
|
|
0.5
|
|
|
|
||
Other (2)
|
|
—
|
|
|
|
|
1.3
|
|
|
|
||
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
10.5
|
|
|
23.2%
|
|
$
|
9.0
|
|
|
24.6%
|
|
||||||||||||
(1) Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities. These amounts are included in earnings from continuing operations before interest and income taxes for each period presented.
|
||||||||||||
(2) In 2018, Other represents an adjustment to pre-spin-off pension obligations.
|
|
|
Six Months Ended June 30,
|
||||||||||
(in millions)
|
|
2019
|
|
Percent of Revenues
|
|
2018
|
|
Percent of Revenues
|
||||
Revenues
|
|
$
|
299.0
|
|
|
|
|
$
|
298.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating earnings
|
|
$
|
33.0
|
|
|
11.0%
|
|
$
|
29.3
|
|
|
9.8%
|
Other income, net
|
|
—
|
|
|
|
|
(0.3
|
)
|
|
|
||
Earnings from continuing operations before interest and income taxes
|
|
$
|
33.0
|
|
|
11.0%
|
|
$
|
29.6
|
|
|
9.9%
|
Stock-based compensation expense
|
|
7.6
|
|
|
|
|
7.0
|
|
|
|
||
Intangibles amortization expense
|
|
2.3
|
|
|
|
|
2.3
|
|
|
|
||
Restructuring charges
|
|
1.9
|
|
|
|
|
0.8
|
|
|
|
||
Production transfer costs (1)
|
|
—
|
|
|
|
|
0.9
|
|
|
|
||
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
44.8
|
|
|
15.0%
|
|
$
|
40.6
|
|
|
13.6%
|
|
|
|
|
|
|
|
|
|
||||
(1) Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities in Asia. These amounts are included in earnings from continuing operations before interest and income taxes for each period presented.
|
|
|
Six Months Ended June 30,
|
||||||||||
(in millions)
|
|
2019
|
|
Percent of Revenues
|
|
2018
|
|
Percent of Revenues
|
||||
Revenues
|
|
$
|
86.0
|
|
|
|
|
$
|
68.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating earnings
|
|
$
|
15.4
|
|
|
17.9%
|
|
$
|
13.1
|
|
|
19.1%
|
Other (income) expense, net
|
|
(0.3
|
)
|
|
|
|
0.5
|
|
|
|
||
Earnings from continuing operations before interest and income taxes
|
|
$
|
15.7
|
|
|
18.3%
|
|
$
|
12.6
|
|
|
18.3%
|
Stock-based compensation expense
|
|
0.7
|
|
|
|
|
0.4
|
|
|
|
||
Intangibles amortization expense
|
|
1.2
|
|
|
|
|
0.9
|
|
|
|
||
Restructuring charges
|
|
0.7
|
|
|
|
|
0.2
|
|
|
|
||
Production transfer costs (1)
|
|
1.4
|
|
|
|
|
0.8
|
|
|
|
||
Other (2)
|
|
0.5
|
|
|
|
|
1.5
|
|
|
|
||
Adjusted earnings from continuing operations before interest and income taxes
|
|
$
|
20.2
|
|
|
23.5%
|
|
$
|
16.4
|
|
|
23.9%
|
|
||||||||||||
(1) Production transfer costs represent duplicate costs incurred to migrate manufacturing to existing facilities. These amounts are included in earnings from continuing operations before interest and income taxes for each period presented.
|
||||||||||||
(2) In 2019, Other represents expenses related to the acquisition of DITF. In 2018, Other represents expenses related to the acquisition of Compex Corporation and an adjustment to pre-spin-off pension obligations.
|
|
|
Six Months Ended June 30,
|
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
Net cash flows (used in) provided by:
|
|
|
|
|
||||
Operating activities
|
|
$
|
10.9
|
|
|
$
|
9.3
|
|
Investing activities
|
|
(35.9
|
)
|
|
(65.5
|
)
|
||
Financing activities
|
|
5.0
|
|
|
(4.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
0.1
|
|
|
0.2
|
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(19.9
|
)
|
|
$
|
(60.9
|
)
|
(in millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
3.25% convertible senior notes
|
|
$
|
152.9
|
|
|
$
|
149.1
|
|
Revolving credit facility
|
|
19.0
|
|
|
9.0
|
|
||
Total
|
|
171.9
|
|
|
158.1
|
|
||
Less current maturities (1)
|
|
—
|
|
|
—
|
|
||
Total long-term debt
|
|
$
|
171.9
|
|
|
$
|
158.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101
|
The following financial information from Knowles Corporation's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings (Unaudited) for the three and six months ended June 30, 2019 and 2018, (ii) Consolidated Statements of Comprehensive Earnings (Unaudited) for the three and six months ended June 30, 2019 and 2018, (iii) Consolidated Balance Sheets (Unaudited) as of June 30, 2019 and December 31, 2018, (iv) Consolidated Statements of Stockholders’ Equity (Unaudited) for the six months ended June 30, 2019 and 2018, (v) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2019 and 2018, and (vi) the Notes to the Consolidated Financial Statements (Unaudited)
|
|
|
KNOWLES CORPORATION
|
|
|
|
Date:
|
July 30, 2019
|
/s/ John S. Anderson
|
|
|
John S. Anderson
|
|
|
Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ JEFFREY S. NIEW
|
|
|
Name: Jeffrey S. Niew
|
|
|
Title: President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Knowles Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ JOHN S. ANDERSON
|
|
|
Name: John S. Anderson
|
|
|
Title: Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
/s/ JEFFREY S. NIEW
|
|
|
Name: Jeffrey S. Niew
|
|
|
Title: President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
Date: July 30, 2019
|
|
|
|
|
|
/s/ JOHN S. ANDERSON
|
|
|
Name: John S. Anderson
|
|
|
Title: Senior Vice President & Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
Date: July 30, 2019
|