Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 27, 2014 | Aug. 11, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Jason Industries, Inc. | ' |
Entity Central Index Key | '0001579252 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 27-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 21,990,666 |
Condensed_Interim_Balance_Shee
Condensed Interim Balance Sheets (unaudited) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $54,158 | $741,632 |
Prepaid insurance | 64,259 | 113,967 |
Due from affiliate | 500 | ' |
Preferred escrow account | 45,000,000 | ' |
Investments held in Trust Account | 177,076,650 | 177,097,040 |
Deferred financing costs | 661,312 | ' |
Total assets | 222,856,879 | 177,952,639 |
Current liability: | ' | ' |
Accrued expenses | 4,818 | 19,531 |
Accrued transaction costs | 4,503,749 | ' |
Accrued franchise tax | 28,588 | 65,767 |
Due to affiliate | 617,157 | ' |
Due to Preferred holders, held in escrow | 45,000,000 | ' |
Deferred underwriters' fee | 5,175,000 | ' |
Total current liabilities: | 55,329,312 | 85,298 |
Other liability: | ' | ' |
Deferred underwriters' fee | ' | 5,175,000 |
Total liabilities | 55,329,312 | 5,260,298 |
Commitment and contingencies | ' | ' |
Common stock subject to possible redemption; 15,840,893 and 16,344,282 shares at June 27, 2014 and December 31, 2013, respectively (at redemption value) | 162,527,556 | 167,692,330 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, $0.0001 par value; 43,000,000 shares authorized; 8,767,440 and 8,264,051 shares issued and outstanding (which excludes 15,840,893 and 16,344,282 shares subject to possible redemption) at June 27, 2014 and December 31, 2013, respectively | 877 | 827 |
Additional paid-in capital | 10,677,497 | 5,512,771 |
Deficit accumulated during the development stage | -5,678,363 | -513,587 |
Total stockholders' equity | 5,000,011 | 5,000,011 |
Total liabilities and stockholders' equity | $222,856,879 | $177,952,639 |
Condensed_Interim_Balance_Shee1
Condensed Interim Balance Sheets (unaudited) (Parenthetical) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock possible redemption shares | 15,840,893 | 16,344,282 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value ( in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 43,000,000 | 43,000,000 |
Common stock, shares issued | 8,767,440 | 8,264,051 |
Common stock shares outstanding | 8,767,440 | 8,264,051 |
Condensed_Interim_Statements_o
Condensed Interim Statements of Operations (unaudited) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 13 Months Ended |
Jun. 28, 2013 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
General and administrative expenses | 17,162 | 82,867 | 206,356 | 379,391 |
Transaction expenses | ' | 1,559,585 | 4,981,963 | 5,344,555 |
Loss from operations | -17,162 | -1,642,452 | -5,188,319 | -5,723,946 |
Other income: | ' | ' | ' | ' |
Interest income | ' | 9,177 | 23,543 | 45,583 |
Net loss attributable to common stock not subject to possible redemption | ($17,162) | ($1,633,275) | ($5,164,776) | ($5,678,363) |
Weighted average number of shares outstanding, excluding shares subject to possible redemption, basic and diluted | 6,208,333 | 8,610,061 | 8,437,046 | 7,938,924 |
Net loss per share, excluding shares subject to possible redemption, basic and diluted | $0 | ($0.19) | ($0.61) | ($0.72) |
Condensed_Interim_Statement_of
Condensed Interim Statement of Changes in Stockholder's Equity (unaudited) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit Accumulated During the Development Stage [Member] |
Begining Balance, Value at May. 31, 2013 | ' | ' | ' | ' |
Beginning Balance, Share at May. 31, 2013 | ' | ' | ' | ' |
Sale of common stock to initial stockholder on May 31, 2013 at approximately $0.004 per share | 25,000 | 621 | 24,379 | ' |
Sale of common stock to initial stockholder on May 31, 2013 at approximately $0.004 per share, Shares | ' | 6,208,333 | ' | ' |
Sale of 17,250,000 units at $10 per unit on August 14, 2013 | 172,500,000 | 1,725 | 172,498,275 | ' |
Sale of 17,250,000 units at $10 per unit on August 14, 2013, Shares | ' | 17,250,000 | ' | ' |
Underwriters' discount and offering expenses | -10,819,071 | ' | -10,819,071 | ' |
Sale of 1,150,000 placement units at $10 per units to initial stockholder on August 14, 2013 | 11,500,000 | 115 | 11,499,885 | ' |
Sale of 1,150,000 placement units at $10 per units to initial stockholder on August 14, 2013, Shares | ' | 1,150,000 | ' | ' |
Proceeds subject to possible redemption of 16,394,339 shares at redemption value | -168,205,918 | -1,639 | -168,204,279 | ' |
Proceeds subject to possible redemption of 16,394,339 shares at redemption value, Shares | ' | -16,394,339 | ' | ' |
Change in proceeds subject to possible redemption to 16,344,282 shares at redemption value | 513,587 | 5 | 513,582 | ' |
Change in proceeds subject to possible redemption to 16,344,282 shares at redemption value, Shares | ' | 50,057 | ' | ' |
Net loss attributable to common stock not subject to possible redemption | -513,587 | ' | ' | -513,587 |
Ending Balance, Value at Dec. 31, 2013 | 5,000,011 | 827 | 5,512,771 | -513,587 |
Ending Balance, Share at Dec. 31, 2013 | ' | 8,264,051 | ' | ' |
Change in proceeds subject to possible redemption to 15,840,893 shares at redemption value | 5,164,776 | 50 | 5,164,726 | ' |
Change in proceeds subject to possible redemption to 15,840,893 shares at redemption value, Shares | ' | 503,389 | ' | ' |
Net loss attributable to common stock not subject to possible redemption | -5,164,776 | ' | ' | -5,164,776 |
Ending Balance, Value at Jun. 27, 2014 | $5,000,011 | $877 | $10,677,497 | ($5,678,363) |
Ending Balance, Share at Jun. 27, 2014 | ' | 8,767,440 | ' | ' |
Condensed_Interim_Statement_of1
Condensed Interim Statement of Changes in Stockholder's Equity (unaudited) (Parenthetical) (USD $) | 6 Months Ended | 7 Months Ended |
Jun. 27, 2014 | Dec. 31, 2013 | |
Sale of placement per units | $10 | ' |
Common stock possible redemption shares | 15,840,893 | 16,344,282 |
Common Stock [Member] | ' | ' |
Sale of common stock per shares | ' | $0.00 |
Sale of units shares | ' | 17,250,000 |
Sale of per units | ' | $10 |
Sale of placement unit shares | ' | 1,150,000 |
Sale of placement per units | ' | $10 |
Proceeds subject to possible redemption of shares | ' | -16,394,339 |
Common stock possible redemption shares | 15,840,893 | 16,344,282 |
Condensed_Interim_Statements_o1
Condensed Interim Statements of Cash Flows (unaudited) (USD $) | 1 Months Ended | 6 Months Ended | 13 Months Ended |
Jun. 28, 2013 | Jun. 27, 2014 | Jun. 27, 2014 | |
Cash Flows from operating activities: | ' | ' | ' |
Net loss attributable to common stock not subject to possible redemption | ($17,162) | ($5,164,776) | ($5,678,363) |
Adjustments to reconcile net loss attributable to common stock not subject to possible redemption to net cash used in operating activities | ' | ' | ' |
Prepaid insurance | ' | 49,707 | -64,260 |
Due from affiliate | ' | -500 | -500 |
Accrued franchise tax | ' | -37,178 | 28,588 |
Accrued expenses | ' | 3,827,725 | 3,847,257 |
Net cash provided by (used in) investing activities | -17,162 | -1,325,022 | -1,867,278 |
Cash flows from investing activities: | ' | ' | ' |
Cash deposited in Trust Account | ' | ' | -177,075,000 |
Interest reinvested in Trust Account, net of withdrawals | ' | 20,391 | -1,650 |
Net cash used in investing activities | ' | 20,391 | -177,076,650 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from loan payable, affiliate | 157,066 | 617,157 | 973,211 |
Repayment of loan payable, affiliate | ' | ' | -356,054 |
Proceeds from preferred offering, shares not issued | ' | 45,000,000 | 45,000,000 |
Due to preferred holders, held in escrow | ' | -45,000,000 | -45,000,000 |
Proceeds from sale of common stock to initial stockholder | 25,000 | ' | 25,000 |
Proceeds from sale of Units to public stockholders | ' | ' | 172,500,000 |
Proceeds from sale of placement units to initial stockholder | ' | ' | 11,500,000 |
Payment of costs of Public Offering | -139,904 | ' | -5,644,071 |
Net cash provided by (used in) financing activities | 42,162 | 617,157 | 178,998,086 |
Net increase (decrease) in cash | 25,000 | -687,474 | 54,158 |
Cash at beginning of the period | ' | 741,632 | ' |
Cash at end of the period | 25,000 | 54,158 | 54,158 |
Supplemental disclosure of non-cash financing activities: | ' | ' | ' |
Deferred underwriters' compensation | ' | ' | 5,175,000 |
Accrual of deferred financing costs | ' | -661,312 | -661,312 |
Accrued offering costs | $25,000 | ' | ' |
Condensed_Interim_Financial_In
Condensed Interim Financial Information | 6 Months Ended |
Jun. 27, 2014 | |
Condensed Interim Financial Information [Abstract] | ' |
CONDENSED INTERIM FINANCIAL INFORMATION | ' |
1. CONDENSED INTERIM FINANCIAL INFORMATION | |
The accompanying condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 27, 2014, and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. | |
In order to facilitate the preparation of financial statements for the second fiscal quarter in anticipation of the Business Combination discussed in Note 9, on June 24, 2014, the board of directors of Jason Industries, Inc. (f/k/a Quinpario Acquisition Corp.) (“us”, “we”, “Company”, “our”)approved the change of the closing date of the Company’s second fiscal quarter to June 27, 2014. Prior to the change, the closing of the second fiscal quarter of Jason Partners Holdings Inc. (“Jason”) would have been June 27, 2014 and the closing of the second fiscal quarter of the Company would have been June 30, 2014. There was no change in previous reported amounts resulting from the change in quarter end. |
Description_of_Organization_an
Description of Organization and Business Operations | 6 Months Ended |
Jun. 27, 2014 | |
Description of Organization and Business Operations [Abstract] | ' |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ' |
2. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
The Company, a development stage company, was a newly organized blank check company incorporated in Delaware on May 31, 2013. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Through June 27, 2014, the Company has neither engaged in any operations nor generated any revenue. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. | |
Quinpario Partners I, LLC (“Sponsor”), is a Delaware limited liability company formed for the express purpose of investing in and holding the securities of the Company. | |
The registration statement for the Company’s initial public offering was declared effective on August 8, 2013. On August 14, 2013, the Company consummated its initial public offering through the sale of 17,250,000 units (including 2,250,000 units sold pursuant to the underwriters’ exercise in full of their over-allotment option) at $10.00 per share (the “Public Offering”) and received gross proceeds of $172,500,000 (including $22,500,000 from the underwriters’ exercise in full of their over-allotment option) before deduction of the underwriters’ compensation of $5,175,000. Each unit consisted of one share of the Company’s common stock (the “Public Shares”), and one redeemable common stock purchase warrant. Simultaneously with the consummation of the Public Offering, the Company sold 1,150,000 placement units to the Company’s Sponsor at $10.00 per unit in a private placement (the “Private Placement”) and raised $11,500,000 (see Note 4 – Public Offering and Private Placement). | |
Upon the closing of the Public Offering and the Private Placement, $177,075,000 was placed into a trust account (“Trust Account”). Such proceeds were only to be released to the Company upon the earlier of: (1) the consummation of a business combination and (2) a redemption to public shareholders prior to any voluntary winding-up in the event the Company does not consummate a business combination. | |
On June 30, 2014 (the “Closing Date”), the Company consummated its business combination with Jason, pursuant to the stock purchase agreement, dated as of March 16, 2014, which provided for the acquisition of all of the capital stock of Jason by the Company (the “Business Combination”). In connection with the closing of the Business Combination, the Company changed its name from Quinpario Acquisition Corp. to Jason Industries, Inc. See Note 9 for a further discussion on the Business Combination and other events that occurred subsequent to June 27, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||||||||||
Jun. 27, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||||||||||
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||
Basis of presentation | |||||||||||||||||||||||||
The accompanying financial statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC. | |||||||||||||||||||||||||
Development stage company | |||||||||||||||||||||||||
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At June 27, 2014, the Company had not commenced any operations nor generated revenue to date. All activity through June 27, 2014, relates to the Company’s formation and the Public Offering, and since August 14, 2013, the identification of potential target businesses and assets. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on the designated Trust Account. Following the consummation of the Business Combination on June 30, 2014, the Company is no longer considered to be a development stage company. | |||||||||||||||||||||||||
The audited financial statements of Jason for the years ended December 31, 2011, 2012 and 2013, and the unaudited financial statements of Jason for the three months ended March 28, 2014, were previously included in the Company’s definitive proxy statement, dated June 16, 2014, and incorporated by reference into the Company’s 8-K filed on July 7, 2014. The Company will be amending the Form 8-K filed on July 7, 2014, to include unaudited financial statements for Jason for the period ended June 27, 2014. | |||||||||||||||||||||||||
Net loss per common share | |||||||||||||||||||||||||
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and Private Placement, as calculated using the treasury stock method. For the period presented, the effect of the warrants has not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all of the periods presented. | |||||||||||||||||||||||||
Offering costs | |||||||||||||||||||||||||
Offering costs related to the Public Offering, totaling $10,819,071 (including $5,175,000 of underwriting fees paid at closing and $5,175,000 of deferred underwriting compensation) were charged to stockholders’ equity upon the completion of the Public Offering on August 14, 2013. | |||||||||||||||||||||||||
Deferred financing costs represent legal, due diligence and other direct costs incurred to raise capital or obtain debt that the Company incurred in connection with the Business Combination discussed in Note 9. Deferred financing costs related to debt are amortized over the life of the debt. Deferred financing costs related to issuing equity are charged to additional paid-in capital. During the three-month period ended June 27, 2014, the Company incurred approximately $660,000 in deferred financing costs (see Note 9). | |||||||||||||||||||||||||
Redeemable common stock | |||||||||||||||||||||||||
All of the 17,250,000 common shares sold as part of the units in the Public Offering contained a redemption feature which allowed for the redemption of common shares under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with FASB ASC 480 “Distinguishing Liabilities from Equity,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provided that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. | |||||||||||||||||||||||||
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings and in the absence of retained earnings, by charges against paid-in capital. | |||||||||||||||||||||||||
Accordingly, at June 27, 2014 and December 31, 2013, 15,840,893 and 16,344,282 of the 17,250,000 Public Shares are classified outside of permanent equity at their redemption value, respectively. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.26 per share at June 27, 2014 and December 31, 2013). See Note 9. | |||||||||||||||||||||||||
Fair value of financial instruments | |||||||||||||||||||||||||
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed interim balance sheet, primarily due to their short-term nature. | |||||||||||||||||||||||||
Use of estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Reclassification | |||||||||||||||||||||||||
Certain amounts were reclassified from the June 30, 2012 presentations to conform to the current year presentation. | |||||||||||||||||||||||||
Income taxes | |||||||||||||||||||||||||
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||||||||||||||
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 27, 2014 and December 31, 2013. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 27, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |||||||||||||||||||||||||
The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. | |||||||||||||||||||||||||
Concentration of credit risk | |||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |||||||||||||||||||||||||
Recently issued accounting standards | |||||||||||||||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed interim financial statements. | |||||||||||||||||||||||||
Restated Prior Period Amounts | |||||||||||||||||||||||||
While preparing its condensed interim financial statements for the three months ended June 27, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014. The Company determined that its changes in amounts subject to possible redemption should have been accounted for in accordance with the accounting treatment described in FASB ASC 480-10-S99 with changes against additional paid-in capital in the absence of retained earnings and not as a decrease in accumulated deficit. There was no change in previously reported net loss for any of the periods. The balance sheets for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014, have been restated to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital. | |||||||||||||||||||||||||
The adjustments for balances at September 30, 2013, December 31, 2013 and March 31, 2014 are as follows: | |||||||||||||||||||||||||
30-Sep-13 | 31-Dec-13 | 31-Mar-14 | |||||||||||||||||||||||
As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | ||||||||||||||||||||
Additional paid-in capital | $ | 4,999,188 | $ | 5,212,991 | $ | 4,999,184 | $ | 5,512,771 | $ | 4,999,150 | $ | 9,044,239 | |||||||||||||
Deficit accumulated during the development stage | $ | - | $ | (213,803 | ) | $ | - | $ | (513,587 | ) | $ | - | $ | (4,045,089 | ) | ||||||||||
In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, and has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. |
Public_Offering_and_Private_Pl
Public Offering and Private Placement | 6 Months Ended |
Jun. 27, 2014 | |
Public Offering and Private Placement [Abstract] | ' |
PUBLIC OFFERING AND PRIVATE PLACEMENT | ' |
4. PUBLIC OFFERING AND PRIVATE PLACEMENT | |
On August 14, 2013, the Company sold 17,250,000 units (including 2,250,000 units sold pursuant to the underwriters’ exercise in full of their over-allotment option) at $10.00 per unit (“Units”) in the Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant. We did not register the shares of common stock issuable upon exercise of the warrants. However, we have agreed to use our best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of common stock until the earlier of the date the warrants expire or are redeemed and, the date on which all of the warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $12.00 and are exercisable on the later of (a) 30 days after the consummation of our Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of our Business Combination (June 30, 2019) or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants are redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | |
In connection with the Public Offering, the Sponsor purchased 1,150,000 placement units, each consisting of one share of common stock and one warrant to purchase one share of our common stock exercisable at $12.00, at a price of $10.00 per unit ($11.5 million in the aggregate) in a Private Placement that occurred simultaneously with the consummation of the Public Offering. The purchase price of the placement units was added to the proceeds from the Public Offering and was held in the Trust Account. With the exception of the difference noted in the following paragraph, the warrants issued in connection with the placement units to the Sponsor are similar to the warrants issued to the public shareholders in the Public Offering. | |
The placement units and the component securities contained therein will not be transferable, assignable or salable until 30 days after the consummation of our initial business combination and the placement warrants will be non-redeemable so long as they are held by our Sponsor or its affiliates or designees. If the placement units are held by someone other than the initial holders, or their respective permitted transferees, the placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. The Company classified the private placement warrants within permanent equity as additional paid-in capital in accordance with FASB ASC 815-40, “Derivatives and Hedging.” |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 27, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
5. RELATED PARTY TRANSACTIONS | |
Due to affiliates | |
In order to finance transaction costs in connection with an intended business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. | |
On June 14, 2013, the Company issued an unsecured promissory note of up to $250,000 to Quinpario Partners LLC. The loans issued under this agreement were non-interest bearing and payable in full at the earlier of (i) December 31, 2013, or (ii) the closing of the Public Offering. All outstanding draws against the promissory note in the aggregate amount of $232,139 were repaid at the closing of the Public Offering. | |
Quinpario Partners LLC had also paid $123,915 of expenses on behalf of the Company for travel costs and other administrative expenses since inception. This amount was repaid during the period ended December 31, 2013. | |
On May 12, 2014, the Company issued an unsecured promissory note of up to $2,500,000 to Quinpario Partners LLC, inclusive of the $344,149 previously advanced to the Company through March 31, 2014. The loans issued under this agreement were non-interest bearing and payable in full at the earlier of (i) December 31, 2014, or (ii) the consummation of our Business Combination. As of June 27, 2014, there was $617,157 outstanding on this promissory note. On June 30, 2014, the date of our Business Combination, the full balance of $617,157 was repaid. | |
Founder Shares | |
On May 31, 2013, the Company issued 6,208,333 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000. These shares included up to 75,000 shares of common stock which are subject to forfeiture in the event that the extension units are not purchased (or 37,500 Founder Shares per extension), so that the Sponsor and its permitted transferees will own 25% of the Company’s issued and outstanding common stock after the Public Offering. Subsequent to June 27, 2014, 75,000 shares of common stock were forfeited by the Sponsor. | |
The Founder Shares are identical to the shares of common stock included in the Units sold in the Public Offering, except that (1) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our initial stockholders agreed: (i) to waive their redemption rights with respect to their Founder Shares, placement shares and Public Shares in connection with the consummation of a business combination and (ii) to waive their redemption rights with respect to their Founder Shares and placement shares if we failed to consummate a business combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions). | |
The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of our initial business combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier, in any case, if, following the Business Combination, we engage in a subsequent transaction (1) resulting in our stockholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity. | |
The initial stockholders will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Public Offering. The initial stockholders will be entitled to demand registration rights and certain “piggy-back” registration rights with respect to their shares of common stock, the warrants and the common shares underlying the warrants, commencing on the date such common stock or warrants are released from lockup. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |
Administrative Services Agreement | |
Commencing on August 9, 2013, the date that our securities were first listed on NASDAQ, the Company agreed to pay Quinpario Partners LLC a total of $10,000 per month for office space, administrative services and secretarial support. Upon consummation of the Business Combination, we ceased paying these monthly fees. During the three- and six-month periods ended June 27, 2014, and the period of inception to June 27, 2014, $30,000, $60,000 and $110,000, respectively was paid to Quinpario Partners LLC under this agreement. |
Commitments_Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 27, 2014 | |
Commitments & Contingencies [Abstract] | ' |
COMMITMENTS & CONTINGENCIES | ' |
6. COMMITMENTS & CONTINGENCIES | |
The Company paid an underwriting discount of three percent (3.0%) of the public unit offering price to the underwriters at the closing of the Public Offering. In addition, the underwriters will be entitled to a deferred fee of three percent (3.0%) of the Public Offering payable in cash upon the closing of a business combination, which is reflected in the accompanying condensed interim balance sheets. The underwriters will not be entitled to any interest accrued on the deferred discount. On June 30, 2014 the deferred underwriters’ fee of approximately $5,200,000 was paid upon consummation of the Business Combination. |
Trust_Account
Trust Account | 6 Months Ended | ||||||||||||||
Jun. 27, 2014 | |||||||||||||||
Trust Account [Abstract] | ' | ||||||||||||||
TRUST ACCOUNT | ' | ||||||||||||||
7. TRUST ACCOUNT | |||||||||||||||
On August 14, 2013, upon the closing of the Public Offering and the Private Placement of the placement units, a total of $177,075,000 was placed in the Trust Account. All proceeds in the Trust Account were invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries. | |||||||||||||||
As of June 27, 2014, the trust proceeds were held in cash and not invested in U.S. government securities. As of December 31, 2013, the trust proceeds were invested directly in U.S. government securities with a maturity of 180 days or less, which consist of $177,096,391 in U.S. Treasury Bills and $649 of cash equivalents. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities at December 31, 2013 are as follows: | |||||||||||||||
Unrealized | |||||||||||||||
Carrying | Holding | Fair | |||||||||||||
Amount | Gain | Value | |||||||||||||
Held-to-maturity | |||||||||||||||
U.S. Treasury Securities – December 31, 2013 | $ | 177,096,391 | $ | 3,296 | $ | 177,099,687 | |||||||||
Stockholders_Equity
Stockholder's Equity | 6 Months Ended |
Jun. 27, 2014 | |
Stockholders' Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
8. STOCKHOLDERS’ EQUITY | |
Common Stock — The Company was authorized to issue 43,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each common share. At June 27, 2014 and December 31, 2013, there were 8, 767,440 and 8,264,051 common shares outstanding, which excludes 15,840,893 and 16,344,282 shares of common stock subject to possible redemption, respectively. See Note 9 with respect to changes in the Company’s capitalization subsequent to June 27, 2014. | |
Preferred Stock — The Company was authorized to issue 1,000,000 shares of preferred stock in one or more series with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. At June 27, 2014 and December 31, 2013, the Company has not issued any preferred shares. | |
On May 9, 2014, the Company executed a Backstop and Subscription Agreement with the investors named therein providing for the issuance by the Company of 45,000 shares of 8.0% Series A Convertible Perpetual Preferred Stock in a private placement (subject to certain conditions, including the closing of the Business Combination) for gross proceeds to the Company of approximately $45 million. Each share of 8.0% Series A Convertible Perpetual Preferred Stock will be convertible, at the holder’s option at any time, initially into approximately 81.18 shares of the Company’s common stock (which is equivalent to an initial conversion price of approximately $12.32 per share), subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 3,653,113 shares of the Company’s common stock would be issuable upon conversion of all 45,000 shares of Series A Convertible Perpetual Preferred Stock, when issued, assuming the absence of in-kind dividends. The preferred shares were issued in connection with the consummation of the Business Combination as discussed in Note 9. |
Subsequent_Events
Subsequent Events | 6 Months Ended | ||||||||||||||||
Jun. 27, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
SUBSEQUENT EVENTS | ' | ||||||||||||||||
9. SUBSEQUENT EVENTS | |||||||||||||||||
Preferred Stock Offering | |||||||||||||||||
On June 30, 2014, the Company raised gross proceeds of $45,000,000 from the sale of Series A Convertible Preferred Stock to consummate the Business Combination. Such shares were held in escrow at June 27, 2014 pending the consummation of the Business Combination on June 30, 2014. In connection with the Company’s financing approximately $660,000 has been capitalized through June 27, 2014. The Company is also obligated to pay a placement agent $2,500,000 upon the completion of this preferred offering. Such amounts were paid and charged to equity upon completion of the offering. | |||||||||||||||||
Consummation of the Business Combination | |||||||||||||||||
On June 30, 2014 the Company held a special meeting in lieu of the 2014 Annual Meeting of the Stockholders (the “Special Meeting”) where the Business Combination was approved by the Company’s stockholders. At the Special Meeting, 21,870,040 shares of the Company’s common stock were voted in favor of the proposal to approve the Business Combination and no shares of the Company’s common stock were voted against that proposal. In connection with the closing, the Company redeemed a total of 2,542,667 shares of its common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $26,101,273. | |||||||||||||||||
At the Special Meeting, the Company’s stockholders approved and adopted a proposal to increase the number of authorized shares of the Company’s common stock and preferred stock from 44,000,000, consisting of 43,000,000 shares of common stock, and 1,000,000 shares of preferred stock, to 125,000,000 shares, consisting of 120,000,000 shares of common stock, and 5,000,000 shares of preferred stock. | |||||||||||||||||
On June 30, 2014, the Company and Jason completed the previously announced Business Combination in which JPHI Holdings Inc. (“JPHI”), a majority owned subsidiary of the Company, acquired 100 percent of the capital stock of Jason. The purchase price of $538,650,000 was funded by the cash proceeds from the Company’s initial public offering, new debt and rollover equity invested by Jason’s former owners and management of Jason (collectively the “Rollover Participants”). The purchase price includes the payment of $10,751,000 for current assets that are in excess of normalized working capital requirements. A final working capital settlement will occur during the third quarter of fiscal 2014, and may adjust the purchase price. For the three and six month periods ended June 27, 2014, the Company incurred approximately $1,560,000 and $4,980,000 of transaction expenses, respectively, of which approximately $1,400,000 and $3,100,000, respectively, of costs directly related to the Business Combination. The Company was obligated to pay a financial advisory fee of $3,250,000 upon the completion of the Business Combination. Such amounts were paid upon the completion of the Business Combination. | |||||||||||||||||
Following the consummation of the Business Combination, Jason became an indirect majority-owned subsidiary of the Company, with the Company owning approximately 81.8 percent of JPHI and the Rollover Participants owning a noncontrolling interest of approximately 18.2 percent of JPHI. The Rollover Participants held 3,485,623 shares of JPHI exchangeable on a one-for-one basis for shares of common stock of the Company. As of the closing date following the redemption, there were 21,990,666 shares of common stock of the Company outstanding, 45,000 shares of Series A Convertible Preferred Stock of the Company outstanding and warrants exercisable for 18,400,000 shares of common stock of the Company. | |||||||||||||||||
In connection with the closing of the Business Combination, the Company changed its name to Jason Industries, Inc., and commenced trading of its common stock and warrants under the symbols, “JASN” and “JASNW”, respectively, on NASDAQ. | |||||||||||||||||
The following unaudited pro forma combined financial information presents the Company's results as though Jason and the Company had combined at January 1, 2013. Pro forma net earnings attributable to common shareholders were adjusted to exclude $4,793,000 and $9,756,000 of transaction related expenses incurred in the three and six months ended June 27, 2014, respectively. Pro forma earnings attributable to common shareholders for the six months ended June 28, 2013 were adjusted to include these transaction-related expenses, and were adjusted by $3,868,000 of nonrecurring expenses related to the fair value adjustment to acquisition date inventory. The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting under existing GAAP. The Company is the acquirer for accounting purposes, and Jason is the acquiree and accounting successor. | |||||||||||||||||
(unaudited, in thousands) | |||||||||||||||||
Three months | Six months ended | Three months | Six months ended | ||||||||||||||
ended | June 28, | ended | June 27, | ||||||||||||||
June 28, | 2013 | June 27, | 2014 | ||||||||||||||
2013 | (pro forma) | 2014 | (pro forma) | ||||||||||||||
(pro forma) | (pro forma) | ||||||||||||||||
Pro forma net sales | $ | 176,196 | $ | 355,865 | $ | 190,615 | $ | 377,151 | |||||||||
Pro forma net income (loss) attributable to common shareholders | 3,758 | (2,879 | ) | 1,650 | 3,537 | ||||||||||||
The preliminary calculation of consideration and the preliminary allocation of the purchase price to the tangible and other identifiable intangible assets acquired and liabilities assumed based on their fair values as of June 30, 2014 is as follows: | |||||||||||||||||
Calculation of | |||||||||||||||||
Consideration | |||||||||||||||||
Purchase price | $ | 538,650 | |||||||||||||||
Purchase price adjustments in accordance with the Purchase Agreement | |||||||||||||||||
Add: Working capital adjustment | 10,751 | ||||||||||||||||
Less: Bank debt, including accrued interest | (250,826 | ) | |||||||||||||||
Add: Cash and cash equivalents | 16,271 | ||||||||||||||||
Less: Seller transaction costs paid by Jason | (17,500 | ) | |||||||||||||||
Total consideration transferred | $ | 297,346 | |||||||||||||||
Preliminary Purchase Price Allocation | |||||||||||||||||
Cash and cash equivalents | $ | 9,971 | |||||||||||||||
Accounts receivable | 97,692 | ||||||||||||||||
Inventories | 81,702 | ||||||||||||||||
Other current assets | 25,094 | ||||||||||||||||
Property, plant and equipment | 197,396 | ||||||||||||||||
Goodwill | 173,881 | ||||||||||||||||
Other identifiable intangible assets | 183,323 | ||||||||||||||||
Other assets | 10,951 | ||||||||||||||||
Current liabilities | (122,544 | ) | |||||||||||||||
Deferred income taxes | (98,408 | ) | |||||||||||||||
Long-term debt | (244,150 | ) | |||||||||||||||
Other long-term liabilities | (17,562 | ) | |||||||||||||||
Total consideration transferred | $ | 297,346 | |||||||||||||||
The preliminary allocation of the purchase price and unaudited pro forma condensed consolidated financial information is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustment to reflect the final valuations. These final valuations of the assets and liabilities could have a material impact on the pro forma condensed combined statement of operations and preliminary purchase price allocation disclosed above. | |||||||||||||||||
Warrant Tender Offer | |||||||||||||||||
On May 6, 2014, the Company commenced a tender offer to purchase up to 9,200,000 of its outstanding warrants at a purchase price of $0.75 per warrant, which was subsequently increased to $1.00 per warrant on June 18, 2014 and $1.50 per warrant on July 7, 2014, subject to certain conditions, including the consummation of the Business Combination. On July 18, 2014, the date the tender offer expired, a total of 4,406,227 warrants were validly tendered for a total purchase price of approximately $6,609,000. | |||||||||||||||||
After completion of the warrant tender offer, 13,993,773 warrants remain outstanding. Each outstanding warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $12.00 per share, subject to adjustment, at any time commencing on July 30, 2014. The warrants will expire on June 30, 2019, or earlier upon redemption. | |||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 27, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Basis of presentation | ' | ||||||||||||||||||||||||
Basis of presentation | |||||||||||||||||||||||||
The accompanying financial statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC. | |||||||||||||||||||||||||
Development stage company | ' | ||||||||||||||||||||||||
Development stage company | |||||||||||||||||||||||||
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At June 27, 2014, the Company had not commenced any operations nor generated revenue to date. All activity through June 27, 2014, relates to the Company’s formation and the Public Offering, and since August 14, 2013, the identification of potential target businesses and assets. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on the designated Trust Account. Following the consummation of the Business Combination on June 30, 2014, the Company is no longer considered to be a development stage company. | |||||||||||||||||||||||||
The audited financial statements of Jason for the years ended December 31, 2011, 2012 and 2013, and the unaudited financial statements of Jason for the three months ended March 28, 2014, were previously included in the Company’s definitive proxy statement, dated June 16, 2014, and incorporated by reference into the Company’s 8-K filed on July 7, 2014. The Company will be amending the Form 8-K filed on July 7, 2014, to include unaudited financial statements for Jason for the period ended June 27, 2014. | |||||||||||||||||||||||||
Net loss per common share | ' | ||||||||||||||||||||||||
Net loss per common share | |||||||||||||||||||||||||
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and Private Placement, as calculated using the treasury stock method. For the period presented, the effect of the warrants has not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all of the periods presented. | |||||||||||||||||||||||||
Offering costs | ' | ||||||||||||||||||||||||
Offering costs | |||||||||||||||||||||||||
Offering costs related to the Public Offering, totaling $10,819,071 (including $5,175,000 of underwriting fees paid at closing and $5,175,000 of deferred underwriting compensation) were charged to stockholders’ equity upon the completion of the Public Offering on August 14, 2013. | |||||||||||||||||||||||||
Deferred financing costs represent legal, due diligence and other direct costs incurred to raise capital or obtain debt that the Company incurred in connection with the Business Combination discussed in Note 9. Deferred financing costs related to debt are amortized over the life of the debt. Deferred financing costs related to issuing equity are charged to additional paid-in capital. During the three-month period ended June 27, 2014, the Company incurred approximately $660,000 in deferred financing costs (see Note 9). | |||||||||||||||||||||||||
Redeemable common stock | ' | ||||||||||||||||||||||||
Redeemable common stock | |||||||||||||||||||||||||
All of the 17,250,000 common shares sold as part of the units in the Public Offering contained a redemption feature which allowed for the redemption of common shares under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with FASB ASC 480 “Distinguishing Liabilities from Equity,” redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provided that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. | |||||||||||||||||||||||||
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings and in the absence of retained earnings, by charges against paid-in capital. | |||||||||||||||||||||||||
Accordingly, at June 27, 2014 and December 31, 2013, 15,840,893 and 16,344,282 of the 17,250,000 Public Shares are classified outside of permanent equity at their redemption value, respectively. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.26 per share at June 27, 2014 and December 31, 2013). See Note 9. | |||||||||||||||||||||||||
Fair value of financial instruments | ' | ||||||||||||||||||||||||
Fair value of financial instruments | |||||||||||||||||||||||||
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed interim balance sheet, primarily due to their short-term nature. | |||||||||||||||||||||||||
Use of estimates | ' | ||||||||||||||||||||||||
Use of estimates | |||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Reclassification | ' | ||||||||||||||||||||||||
Reclassification | |||||||||||||||||||||||||
Certain amounts were reclassified from the June 30, 2012 presentations to conform to the current year presentation. | |||||||||||||||||||||||||
Income taxes | ' | ||||||||||||||||||||||||
Income taxes | |||||||||||||||||||||||||
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |||||||||||||||||||||||||
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 27, 2014 and December 31, 2013. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 27, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |||||||||||||||||||||||||
The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. | |||||||||||||||||||||||||
Concentration of credit risk | ' | ||||||||||||||||||||||||
Concentration of credit risk | |||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |||||||||||||||||||||||||
Recently issued accounting standards | ' | ||||||||||||||||||||||||
Recently issued accounting standards | |||||||||||||||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed interim financial statements. | |||||||||||||||||||||||||
Restated Prior Period Amounts | ' | ||||||||||||||||||||||||
Restated Prior Period Amounts | |||||||||||||||||||||||||
While preparing its condensed interim financial statements for the three months ended June 27, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014. The Company determined that its changes in amounts subject to possible redemption should have been accounted for in accordance with the accounting treatment described in FASB ASC 480-10-S99 with changes against additional paid-in capital in the absence of retained earnings and not as a decrease in accumulated deficit. There was no change in previously reported net loss for any of the periods. The balance sheets for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014, have been restated to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital. | |||||||||||||||||||||||||
The adjustments for balances at September 30, 2013, December 31, 2013 and March 31, 2014 are as follows: | |||||||||||||||||||||||||
30-Sep-13 | 31-Dec-13 | 31-Mar-14 | |||||||||||||||||||||||
As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | ||||||||||||||||||||
Additional paid-in capital | $ | 4,999,188 | $ | 5,212,991 | $ | 4,999,184 | $ | 5,512,771 | $ | 4,999,150 | $ | 9,044,239 | |||||||||||||
Deficit accumulated during the development stage | $ | - | $ | (213,803 | ) | $ | - | $ | (513,587 | ) | $ | - | $ | (4,045,089 | ) | ||||||||||
In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, and has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 27, 2014 | |||||||||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Summary of adjustments of prior balances | ' | ||||||||||||||||||||||||
30-Sep-13 | 31-Dec-13 | 31-Mar-14 | |||||||||||||||||||||||
As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | ||||||||||||||||||||
Additional paid-in capital | $ | 4,999,188 | $ | 5,212,991 | $ | 4,999,184 | $ | 5,512,771 | $ | 4,999,150 | $ | 9,044,239 | |||||||||||||
Deficit accumulated during the development stage | $ | - | $ | (213,803 | ) | $ | - | $ | (513,587 | ) | $ | - | $ | (4,045,089 | ) |
Trust_account_Tables
Trust account (Tables) | 6 Months Ended | ||||||||||||||
Jun. 27, 2014 | |||||||||||||||
Trust Account [Abstract] | ' | ||||||||||||||
Schedule of carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities | ' | ||||||||||||||
Unrealized | |||||||||||||||
Carrying | Holding | Fair | |||||||||||||
Amount | Gain | Value | |||||||||||||
Held-to-maturity | |||||||||||||||
U.S. Treasury Securities – December 31, 2013 | $ | 177,096,391 | $ | 3,296 | $ | 177,099,687 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 27, 2014 | |||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||
Shedule of unaudited pro forma combined financial information | ' | ||||||||||||||||
(unaudited, in thousands) | |||||||||||||||||
Three months | Six months ended | Three months | Six months ended | ||||||||||||||
ended | June 28, | ended | June 27, | ||||||||||||||
June 28, | 2013 | June 27, | 2014 | ||||||||||||||
2013 | (pro forma) | 2014 | (pro forma) | ||||||||||||||
(pro forma) | (pro forma) | ||||||||||||||||
Pro forma net sales | $ | 176,196 | $ | 355,865 | $ | 190,615 | $ | 377,151 | |||||||||
Pro forma net income (loss) attributable to common shareholders | 3,758 | (2,879 | ) | 1,650 | 3,537 | ||||||||||||
Shedule of purchase price allocation assets acquired liabilities assumed based on their fair values | ' | ||||||||||||||||
Calculation of | |||||||||||||||||
Consideration | |||||||||||||||||
Purchase price | $ | 538,650 | |||||||||||||||
Purchase price adjustments in accordance with the Purchase Agreement | |||||||||||||||||
Add: Working capital adjustment | 10,751 | ||||||||||||||||
Less: Bank debt, including accrued interest | (250,826 | ) | |||||||||||||||
Add: Cash and cash equivalents | 16,271 | ||||||||||||||||
Less: Seller transaction costs paid by Jason | (17,500 | ) | |||||||||||||||
Total consideration transferred | $ | 297,346 | |||||||||||||||
Schedule of preliminary purchase price allocation | ' | ||||||||||||||||
Preliminary Purchase Price Allocation | |||||||||||||||||
Cash and cash equivalents | $ | 9,971 | |||||||||||||||
Accounts receivable | 97,692 | ||||||||||||||||
Inventories | 81,702 | ||||||||||||||||
Other current assets | 25,094 | ||||||||||||||||
Property, plant and equipment | 197,396 | ||||||||||||||||
Goodwill | 173,881 | ||||||||||||||||
Other identifiable intangible assets | 183,323 | ||||||||||||||||
Other assets | 10,951 | ||||||||||||||||
Current liabilities | (122,544 | ) | |||||||||||||||
Deferred income taxes | (98,408 | ) | |||||||||||||||
Long-term debt | (244,150 | ) | |||||||||||||||
Other long-term liabilities | (17,562 | ) | |||||||||||||||
Total consideration transferred | $ | 297,346 |
Description_of_Organization_an1
Description of Organization and Business Operations (Details) (USD $) | 0 Months Ended | 1 Months Ended | 6 Months Ended | 7 Months Ended | 13 Months Ended |
Aug. 14, 2013 | Jun. 28, 2013 | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 27, 2014 | |
Description Of Organization And Business Operations Textual | ' | ' | ' | ' | ' |
Capital account, sale of units | ' | ' | ' | $172,500,000 | ' |
Deferred underwriters' compensation | ' | ' | ' | ' | 5,175,000 |
Sale of placement per units | ' | ' | $10 | ' | ' |
Sale of placement units value to stockholder | ' | ' | ' | 11,500,000 | ' |
Public Offering and the Private Placement of the placement units | 177,075,000 | ' | ' | ' | ' |
Common Stock [Member] | ' | ' | ' | ' | ' |
Description Of Organization And Business Operations Textual | ' | ' | ' | ' | ' |
Proposed offering, Units | ' | ' | ' | 17,250,000 | ' |
Sale of per units | ' | ' | ' | $10 | ' |
Capital account, sale of units | ' | ' | ' | 1,725 | ' |
Sale of placement unit shares | ' | ' | ' | 1,150,000 | ' |
Sale of placement per units | ' | ' | ' | $10 | ' |
Sale of placement units value to stockholder | ' | ' | ' | 115 | ' |
Net tangible assets | ' | ' | 5,000,001 | ' | 5,000,001 |
Over-Allotment Option [Member] | ' | ' | ' | ' | ' |
Description Of Organization And Business Operations Textual | ' | ' | ' | ' | ' |
Proposed offering, Units | ' | ' | 17,250,000 | ' | ' |
Underwriters' exercise Shares | ' | ' | 2,250,000 | ' | ' |
Sale of per units | ' | ' | $10 | ' | ' |
Capital account, sale of units | ' | ' | 172,500,000 | ' | ' |
Underwriters exercise value | ' | ' | 22,500,000 | ' | ' |
Deferred underwriters' compensation | ' | ' | $5,175,000 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Jun. 27, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
Additional Paid in Capital | $10,677,497 | $4,999,150 | $5,512,771 | $4,999,188 |
Deficit accumulated during the development stage | 5,678,363 | ' | 513,587 | ' |
As Restated [Member] | ' | ' | ' | ' |
Additional Paid in Capital | ' | 9,044,239 | 5,512,771 | 5,212,991 |
Deficit accumulated during the development stage | ' | ($4,045,089) | ($513,587) | ($213,803) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 13 Months Ended | 6 Months Ended | 7 Months Ended | |
Jun. 28, 2013 | Jun. 27, 2014 | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 27, 2014 | Dec. 31, 2013 | |
Common Stock [Member] | Common Stock [Member] | |||||
Summary Of Significant Accounting Policies Textual [Abstract] | ' | ' | ' | ' | ' | ' |
Public Offering Costs | ' | $10,819,071 | ' | ' | ' | ' |
Deferred Underwriters Fee | ' | ' | ' | 5,175,000 | ' | ' |
Deferred Underwriters Compensation | ' | ' | 5,175,000 | ' | ' | ' |
Public offering completion date | ' | 14-Aug-14 | ' | ' | ' | ' |
Partners' Capital Account, Units, Sale of Units | ' | ' | ' | ' | ' | 17,250,000 |
Tangible Assets Net | ' | ' | ' | ' | 5,000,001 | ' |
Common Stock Possible Redemption Shares | ' | 15,840,893 | 15,840,893 | 16,344,282 | 15,840,893 | 16,344,282 |
Redemption Value Per Share | ' | ' | ' | ' | $10.26 | ' |
Unrecognized tax benefits description | ' | ' | ' | ' | ' | ' |
The total amount of unrecognized tax benefits will materially change over the next 12 months | ||||||
Federal depository insurance coverage | ' | 250,000 | ' | ' | ' | ' |
Deferred financing costs | ' | $660,000 | $660,000 | ' | ' | ' |
Public_Offering_and_Private_Pl1
Public Offering and Private Placement (Details) (USD $) | 6 Months Ended | 6 Months Ended | |||
Jun. 27, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 27, 2014 | Aug. 14, 2013 | |
Subsequent Event [Member] | Private Placement [Member] | Private Placement [Member] | |||
Public Offering And Private Placement Textual | ' | ' | ' | ' | ' |
Proposed offering, Units | ' | ' | ' | 17,250,000 | ' |
Underwriters' exercise Shares | ' | ' | ' | 2,250,000 | ' |
Proposed offering per unit | ' | ' | ' | $10 | ' |
Common stock, par value | $0.00 | $0.00 | $12 | $0.00 | $10 |
Stock issued during period shares issued for cash details | 'Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of our Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of our Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | ' | ' | ' | ' |
Proposed offer in private placement, details | ' | ' | ' | 'In connection with the Public Offering, the Sponsor purchased 1,150,000 placement units, each consisting of one share of common stock and one warrant to purchase one share of our common stock exercisable at $12.00, at a price of $10.00 per unit ($11.5 million in the aggregate) in a Private Placement that occurred simultaneously with the consummation of the Public Offering. | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 13 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 13 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||
Jun. 28, 2013 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 31-May-13 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 30, 2014 | 31-May-13 | Jun. 27, 2014 | Jun. 14, 2013 | Jun. 27, 2014 | 12-May-14 | |
Administrative Services Agreement [Member] | Administrative Services Agreement [Member] | Administrative Services Agreement [Member] | Administrative Services Agreement [Member] | Subsequent event [Member] | Founder Shares [Member] | Founder Shares [Member] | Quinpario Partners LLC [Member] | Quinpario Partners LLC [Member] | Quinpario Partners LLC [Member] | |||||||
Unsecured promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' | $2,500,000 |
Advances to Affiliate | ' | ' | ' | ' | 344,149 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating expenses and costs pertaining to promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 232,139 | ' | ' |
General and Administrative Expense | 17,162 | 82,867 | 206,356 | 379,391 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,915 | ' |
Common stock issued to Founder, shares | ' | 8,767,440 | 8,767,440 | 8,767,440 | ' | 8,264,051 | ' | ' | ' | ' | ' | 6,208,333 | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' |
Common stock subject to forfeiture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 75,000 | ' | ' | ' |
Founder shares per extension | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' |
Founder percentage on common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' |
sale of stock, description of transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '(i) with respect to 20% of such shares, upon consummation of our initial business combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier | ' | ' | ' |
Office space and administrative expenses per month | ' | ' | ' | ' | ' | ' | 10,000 | 30,000 | 60,000 | 110,000 | ' | ' | ' | ' | ' | ' |
Outstanding on promissory note | ' | 617,157 | 617,157 | 617,157 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments made on unsecured promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $617,157 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 6 Months Ended | 1 Months Ended |
Jun. 27, 2014 | Jun. 30, 2014 | |
Subsequent Event [Member] | ||
Commitments and Contingencies (Textual) | ' | ' |
Under writing discount percentage | -3.00% | ' |
Deferred fee of percentage | -3.00% | ' |
Deferred underwriters fee paid | ' | $5,200,000 |
Trust_account_Details
Trust account (Details) (USD $) | 7 Months Ended |
Dec. 31, 2013 | |
Schedule of held-to-maturity securities | ' |
Carrying Amount | $177,096,391 |
US Treasury Securities [Member] | ' |
Schedule of held-to-maturity securities | ' |
Carrying Amount | 177,096,391 |
Unrealized Holding Gain | 3,296 |
Fair Value | $177,099,687 |
Trust_account_Details_Textual
Trust account (Details Textual) (USD $) | 0 Months Ended | |
Aug. 14, 2013 | Dec. 31, 2013 | |
Trust Account [Abstract] | ' | ' |
Public Offering and the Private Placement of the placement units | $177,075,000 | ' |
Securities maturity period | '180 days | ' |
Carrying Amount | ' | 177,096,391 |
Cash equivalents | ' | $649 |
Stockholders_Equity_Details
Stockholder's Equity (Details) (USD $) | 6 Months Ended | 3 Months Ended | 0 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 27, 2014 | 9-May-14 | Jun. 27, 2014 | Dec. 31, 2013 |
Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||
Backstop And Subscription Agreement [Member] | ||||||
Common stock, shares authorized | 43,000,000 | 43,000,000 | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' |
Common stock shares outstanding | 8,767,440 | 8,264,051 | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ' | ' | ' | ' |
Common stock possible redemption shares | 15,840,893 | 16,344,282 | ' | ' | 15,840,893 | 16,344,282 |
Common stock voting rights description | 'Holders of the Company's common stock are entitled to one vote for each common share. | ' | ' | ' | ' | ' |
8.0% Series A Convertible Perpetual Preferred Stock | ' | ' | ' | 45,000 | ' | ' |
Series A Convertible Perpetual Preferred Stock, Dividend | ' | ' | ' | 8.00% | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | $45 | $45 | ' | ' |
Convertible preferred shares, conversion description | ' | ' | ' | 'Each share of 8.0% Series A Convertible Perpetual Preferred Stock will be convertible, at the holder's option at any time, initially into approximately 81.18 shares of the Company's common stock (which is equivalent to an initial conversion price of approximately $12.32 per share), subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 3,653,113 shares of the Company's common stock would be issuable upon conversion of all 45,000 shares of Series A Convertible Perpetual Preferred Stock, when issued, assuming the absence of in-kind dividends. | ' | ' |
Number of share issued for each share of preferred stock | ' | ' | ' | 81.18 | ' | ' |
Conversion of stock, shares issued | ' | ' | ' | 3,653,113 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Pro forma condensed consolidated financial information [Abstract] | ' | ' | ' | ' |
Pro forma net sales | $190,615 | $176,196 | $377,151 | $355,865 |
Pro forma net income (loss) attributable to common shareholders | $1,650 | $3,758 | $3,537 | ($2,879) |
Subsequent_Events_Details_1
Subsequent Events (Details 1) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 28, 2013 | 31-May-13 | 29-May-13 | Jun. 30, 2014 |
Subsequent Event [Member] | ||||||
Assumed Fair Values Intangible Assets And Liabilities [Abstract] | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | $538,650 |
Purchase price adjustments in accordance with the Purchase Agreement | ' | ' | ' | ' | ' | ' |
Add: Working capital adjustment | ' | ' | ' | ' | ' | 10,751 |
Less: Bank debt, including accrued interest | ' | ' | ' | ' | ' | -250,826 |
Add: Cash and cash equivalents | -54,158 | -741,632 | -25,000 | ' | ' | 16,271 |
Less: Seller transaction costs paid by Jason | ' | ' | ' | ' | ' | -17,500 |
Total consideration transferred | ' | ' | ' | ' | ' | $297,346 |
Subsequent_Events_Details_2
Subsequent Events (Details 2) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 30, 2014 |
Subsequent Event [Member] | |||
Preliminary Purchase Price Allocation [Abstract] | ' | ' | ' |
Cash and cash equivalents | ' | ($649) | $9,971 |
Accounts receivable | ' | ' | 97,692 |
Inventories | ' | ' | 81,702 |
Other current assets | ' | ' | 25,094 |
Property, plant and equipment | ' | ' | 197,396 |
Goodwill | ' | ' | 173,881 |
Other identifiable intangible assets | ' | ' | 183,323 |
Other assets | ' | ' | 10,951 |
Current liabilities | 55,329,312 | 85,298 | -122,544 |
Deferred income taxes | ' | ' | -98,408 |
Long-term debt | ' | ' | -244,150 |
Other long-term liabilities | ' | ' | -17,562 |
Total consideration transferred | ' | ' | $297,346 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 13 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||
Jun. 18, 2014 | 6-May-14 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Dec. 31, 2013 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jun. 27, 2014 | Jul. 07, 2014 | Jul. 18, 2014 | Jun. 30, 2014 | Jun. 27, 2014 | |
Fair value adjustment to acquisition date inventory [Member] | Majority-Owned Subsidiary [Member] | Rollover Participants [Member] | Maximum [Member] | Minimum [Member] | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Events Textual [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | ' | ' | ' | ' | ' |
Capitalized costs of preferred offering | ' | ' | ' | ' | ' | 660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent cost of preferred offering | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued under business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,870,040 | ' |
Common stock redeemed shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,542,667 | ' |
Common stock redeemed value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,101,273 | ' |
Common stock, shares authorized | ' | ' | ' | 43,000,000 | ' | 43,000,000 | ' | 43,000,000 | 43,000,000 | ' | ' | ' | 120,000,000 | 43,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | 1,000,000 | ' | 1,000,000 | ' | 1,000,000 | 1,000,000 | ' | ' | ' | 5,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' |
Common stock and preferred stock authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000,000 | 44,000,000 | ' | ' | ' | ' | ' | ' |
Acquired percentage of Jason | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' |
Purchase price of acquisation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 538,650 | ' |
Excess amount of normalized working capital requirements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,485,623 | ' | ' | ' | ' | ' | ' | 10,751,000 | ' |
Transaction expenses | ' | ' | ' | 1,559,585 | ' | 4,981,963 | ' | 5,344,555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs related to business combination | ' | ' | ' | 1,400,000 | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of financial advisory fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,250,000 | ' |
Percentage of subsidiary owned | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81.80% | 18.20% | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' |
Wrrants exercisable for common stock | ' | ' | ' | ' | ' | 18,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of outstanding warrants | $1 | $0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 | ' | ' | ' |
Proceeds from issuance of warrants at offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,609,000 | ' | ' |
Maximum purchase of outstanding warrants | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,406,227 | ' | 13,993,773 |
Common stock, par value | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12 | ' |
Business combination, transaction-related expenses | ' | ' | ' | 4,793,000 | ' | 9,756,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount Adjusted in pro forma earnings attributable to common shareholders | ' | ' | ' | $1,650,000 | $3,758,000 | $3,537,000 | ($2,879,000) | ' | ' | $3,868,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |