Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 27, 2015 | 4-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Jason Industries, Inc. | |
Entity Central Index Key | 1579252 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 27-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 21,990,666 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Net sales | $175,836 | |
Cost of goods sold | 136,889 | |
Gross profit | 38,947 | |
Selling and administrative expenses | 31,493 | |
Loss on disposals of property, plant and equipment - net | 26 | |
Restructuring | 1,704 | |
Transaction-related expenses | 176 | |
Operating income | 5,548 | |
Interest expense | -7,506 | |
Equity income | 282 | |
Gain from sale of joint ventures | 0 | |
Other income - net | 35 | |
(Loss) income before income taxes | -1,641 | |
Tax (benefit) provision | -747 | |
Net (loss) income | -894 | |
Less net (loss) attributable to noncontrolling interests | -151 | |
Net (loss) income attributable to Jason Industries | -743 | |
Accretion of preferred stock dividends | 900 | |
Net (loss) income available to common shareholders of Jason Industries | -1,643 | |
Per Share Data [Abstract] | ||
Net income per share available to common shareholders of Jason Industries: Basic and diluted (in dollars per share) | ($0.07) | |
Weighted average number of common shares outstanding: Basic and diluted | 21,991 | |
Predecessor | ||
Net sales | 186,536 | |
Cost of goods sold | 144,492 | |
Gross profit | 42,044 | |
Selling and administrative expenses | 27,912 | |
Loss on disposals of property, plant and equipment - net | 123 | |
Restructuring | 647 | |
Transaction-related expenses | 1,541 | |
Operating income | 11,821 | |
Interest expense | -3,495 | |
Equity income | 315 | |
Gain from sale of joint ventures | 3,508 | |
Other income - net | 78 | |
(Loss) income before income taxes | 12,227 | |
Tax (benefit) provision | 4,492 | |
Net (loss) income | 7,735 | |
Less net (loss) attributable to noncontrolling interests | 0 | |
Net (loss) income attributable to Jason Industries | 7,735 | |
Accretion of preferred stock dividends | 0 | |
Net (loss) income available to common shareholders of Jason Industries | $7,735 | |
Per Share Data [Abstract] | ||
Net income per share available to common shareholders of Jason Industries: Basic and diluted (in dollars per share) | $7,735 | |
Weighted average number of common shares outstanding: Basic and diluted | 1 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Net (loss) income | ($894) | |
Other comprehensive (loss) income: | ||
Employee retirement plan adjustments, net of tax | 0 | |
Cumulative foreign currency translation adjustments associated with joint ventures sold | 0 | |
Foreign currency translation adjustments | -9,894 | |
Total other comprehensive loss | -9,894 | |
Comprehensive (loss) income | -10,788 | |
Less: Comprehensive (loss) attributable to noncontrolling interests | -1,823 | |
Comprehensive (loss) income attributable to Jason Industries | -8,965 | |
Predecessor | ||
Net (loss) income | 7,735 | |
Other comprehensive (loss) income: | ||
Employee retirement plan adjustments, net of tax | 57 | |
Cumulative foreign currency translation adjustments associated with joint ventures sold | -591 | |
Foreign currency translation adjustments | 129 | |
Total other comprehensive loss | -405 | |
Comprehensive (loss) income | 7,330 | |
Less: Comprehensive (loss) attributable to noncontrolling interests | 0 | |
Comprehensive (loss) income attributable to Jason Industries | $7,330 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Current assets | ||
Cash and cash equivalents | $54,928 | $62,279 |
Accounts receivable - net of allowances for doubtful accounts of $2,292 at March 27, 2015 and $2,415 at December 31, 2014 | 102,501 | |
Inventories - net | 79,994 | 80,546 |
Deferred income taxes | 10,538 | |
Other current assets | 21,645 | |
Total current assets | 269,606 | |
Property, plant and equipment - net of accumulated depreciation of $19,477 at March 27, 2015 and $12,920 at December 31, 2014 | 171,969 | |
Goodwill | 154,121 | 156,106 |
Other intangible assets - net | 193,223 | |
Other assets - net | 21,083 | |
Total assets | 810,002 | |
Current liabilities | ||
Current portion of long-term debt | 5,018 | 5,375 |
Accounts payable | 65,450 | |
Accrued compensation and employee benefits | 16,501 | |
Accrued interest | 6,657 | |
Other current liabilities | 21,763 | |
Total current liabilities | 115,389 | |
Long-term debt | 414,667 | 415,306 |
Deferred income taxes | 87,438 | |
Other long-term liabilities | 19,458 | |
Total liabilities | 636,952 | |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at March 27, 2015 and December 31, 2014) | 45,000 | |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized, 21,990,666 shares issued and outstanding at March 27, 2015 and December 31, 2014) | 2 | |
Additional paid-in capital | 141,475 | |
Retained deficit | -22,282 | |
Accumulated other comprehensive loss | -20,287 | -12,065 |
Shareholders' equity attributable to Jason Industries | 143,908 | |
Noncontrolling interests | 29,142 | |
Total equity | 173,050 | 182,675 |
Total liabilities and equity | 810,002 | |
Predecessor | ||
Current assets | ||
Cash and cash equivalents | 62,279 | |
Accounts receivable - net of allowances for doubtful accounts of $2,292 at March 27, 2015 and $2,415 at December 31, 2014 | 80,080 | |
Inventories - net | 80,546 | |
Deferred income taxes | 11,105 | |
Other current assets | 23,087 | |
Total current assets | 257,097 | |
Property, plant and equipment - net of accumulated depreciation of $19,477 at March 27, 2015 and $12,920 at December 31, 2014 | 176,478 | |
Goodwill | 156,106 | |
Other intangible assets - net | 198,683 | |
Other assets - net | 21,040 | |
Total assets | 809,404 | |
Current liabilities | ||
Current portion of long-term debt | 5,375 | |
Accounts payable | 57,704 | |
Accrued compensation and employee benefits | 14,035 | |
Accrued interest | 199 | |
Other current liabilities | 21,759 | |
Total current liabilities | 99,072 | |
Long-term debt | 415,306 | |
Deferred income taxes | 91,205 | |
Other long-term liabilities | 21,146 | |
Total liabilities | 626,729 | |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at March 27, 2015 and December 31, 2014) | 45,000 | |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized, 21,990,666 shares issued and outstanding at March 27, 2015 and December 31, 2014) | 2 | |
Additional paid-in capital | 140,312 | |
Retained deficit | -21,539 | |
Accumulated other comprehensive loss | -12,065 | |
Shareholders' equity attributable to Jason Industries | 151,710 | |
Noncontrolling interests | 30,965 | |
Total equity | 182,675 | |
Total liabilities and equity | $809,404 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Successor | ||
Allowance for doubtful accounts | $2,292 | |
Accumulated depreciation, property, plant and equipment | 19,477 | |
Common stock par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 21,990,666 | 21,990,666 |
Common stock, shares outstanding | 21,990,666 | 21,990,666 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 45,000 | 45,000 |
Preferred stock, shares outstanding | 45,000 | 45,000 |
Predecessor | ||
Allowance for doubtful accounts | 2,415 | |
Accumulated depreciation, property, plant and equipment | $12,920 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Cash flows from operating activities | ||
Net (loss) income | ($894) | |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | ||
Depreciation | 6,843 | |
Amortization of intangible assets | 3,568 | |
Amortization of deferred financing costs and debt discount | 753 | |
Equity income | -282 | |
Deferred income taxes | -2,713 | |
Loss on disposals of property, plant and equipment - net | 26 | |
Gain from sale of joint ventures | 0 | |
Non-cash stock compensation | 2,063 | |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | -24,186 | |
Inventories | -1,153 | |
Other current assets | -1,157 | |
Accounts payable | 8,818 | |
Accrued compensation and employee benefits | 2,829 | |
Accrued interest | 6,460 | |
Accrued income taxes | 1,083 | |
Other - net | 1,154 | |
Total adjustments | 4,106 | |
Net cash provided (used) by operating activities | 3,212 | |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 18 | |
Proceeds from sale of joint ventures | 0 | |
Payments for property, plant and equipment | -7,235 | |
Acquisition of business | 350 | |
Acquisitions of patents | -69 | |
Net cash (used) provided by investing activities | -7,636 | |
Cash flows from financing activities | ||
Payments of previous U.S. term loan | 0 | |
Proceeds from U.S. revolving loans | 0 | |
Payments of U.S. revolving loans | 0 | |
Proceeds from other long-term debt | 228 | |
Payments of other long-term debt | -612 | |
Payments of preferred stock dividends | -900 | |
Net cash (used) provided by financing activities | -1,284 | |
Effect of exchange rate changes on cash and cash equivalents | -1,643 | |
Net (decrease) increase in cash and cash equivalents | -7,351 | |
Cash and cash equivalents, beginning of period | 62,279 | |
Cash and cash equivalents, end of period | 54,928 | |
Supplemental disclosure of cash flow information | ||
Accretion of preferred stock dividends | 900 | |
Predecessor | ||
Cash flows from operating activities | ||
Net (loss) income | 7,735 | |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | ||
Depreciation | 4,960 | |
Amortization of intangible assets | 1,364 | |
Amortization of deferred financing costs and debt discount | 218 | |
Equity income | -315 | |
Deferred income taxes | -3,070 | |
Loss on disposals of property, plant and equipment - net | 123 | |
Gain from sale of joint ventures | -3,508 | |
Non-cash stock compensation | 49 | |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | -33,331 | |
Inventories | -4,329 | |
Other current assets | -826 | |
Accounts payable | 12,812 | |
Accrued compensation and employee benefits | -2,680 | |
Accrued interest | -11 | |
Accrued income taxes | 5,437 | |
Other - net | -560 | |
Total adjustments | -23,667 | |
Net cash provided (used) by operating activities | -15,932 | |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 123 | |
Proceeds from sale of joint ventures | 11,500 | |
Payments for property, plant and equipment | -4,430 | |
Acquisition of business | 0 | |
Acquisitions of patents | 0 | |
Net cash (used) provided by investing activities | 7,193 | |
Cash flows from financing activities | ||
Payments of previous U.S. term loan | -588 | |
Proceeds from U.S. revolving loans | 31,575 | |
Payments of U.S. revolving loans | -16,025 | |
Proceeds from other long-term debt | 1,055 | |
Payments of other long-term debt | -1,841 | |
Payments of preferred stock dividends | 0 | |
Net cash (used) provided by financing activities | 14,176 | |
Effect of exchange rate changes on cash and cash equivalents | 45 | |
Net (decrease) increase in cash and cash equivalents | 5,482 | |
Cash and cash equivalents, beginning of period | 16,318 | |
Cash and cash equivalents, end of period | 21,800 | |
Supplemental disclosure of cash flow information | ||
Accretion of preferred stock dividends | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Shareholders' Equity (Successor, USD $) | Successor | Successor | Successor | Successor | Successor | Successor | Successor | Successor |
In Thousands, unless otherwise specified | USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Shareholders' Equity Attributable to Jason Industries, Inc. | Noncontrolling Interest |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Balance at December 31, 2014, Successor at Dec. 31, 2014 | $182,675 | $45,000 | $2 | $140,312 | ($21,539) | ($12,065) | $151,710 | $30,965 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | -900 | -900 | -900 | |||||
Stock compensation expense | 2,063 | 2,063 | 2,063 | |||||
Net (loss) income | -894 | -743 | -743 | -151 | ||||
Foreign currency translation adjustments | -9,894 | -8,222 | -8,222 | -1,672 | ||||
Balance at March 27, 2015, Successor at Mar. 27, 2015 | $173,050 | $45,000 | $2 | $141,475 | ($22,282) | ($20,287) | $143,908 | $29,142 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 3 Months Ended | |
Mar. 27, 2015 | ||
Accounting Policies [Abstract] | ||
Description of Business and Basis of Presentation | ||
1 | Description of Business and Basis of Presentation | |
Description of Business | ||
Jason Industries, Inc. (“Jason Industries”) and its subsidiaries (collectively, the “Company”) is a diversified industrial manufacturing company with four reportable segments: seating, finishing, acoustics, and components. The segments have separate management teams and have operations within the United States and 14 foreign countries. The Company is a producer of seating for the motorcycle and off-road vehicle sectors, and a supplier of static seats to the commercial and residential lawn/turf sector. The Company is also a producer of non-woven acoustical fiber insulation for the automotive sector and a global manufacturer of industrial consumables (brushes, buffing wheels and buffing compounds). The Company also manufactures precision components, expanded and perforated metal, and slip-resistant walking surfaces. | ||
The Company was originally incorporated in Delaware on May 31, 2013 as a blank check company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. On June 30, 2014 (the “Closing Date”), the Company consummated its business combination with Jason Partners Holdings Inc. (“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. and commenced trading of its common stock and warrants under the symbols, “JASN” and “JASNW”, respectively, on NASDAQ. See Note 2 for a further discussion of the Business Combination. | ||
Basis of Presentation | ||
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. | ||
As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and Jason is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for Jason for periods prior to the Closing Date. The Company was subsequently re-established as Jason Industries, Inc. and is the “Successor” for periods after the Closing Date, which includes consolidation of Jason subsequent to the Business Combination on June 30, 2014. The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. See Note 2 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the effective time of the acquisition, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and, therefore, are not comparable. | ||
The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1, and the fourth quarter, which ends on December 31. For 2015, the Company’s fiscal quarters are comprised of the three months ending March 27, June 26, September 25 and December 31. In 2014, the Company’s fiscal quarters are comprised of the three months ended March 28, June 27, September 26 and December 31. | ||
In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. | ||
Recently issued accounting standards | ||
In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which amends existing consolidation guidance for reporting organizations such as limited partnerships and other similar entities that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the potential impact of this updated guidance on its consolidated financial statements and related disclosures. | ||
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. The guidance is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company is currently evaluating the potential impact of this updated guidance on its consolidated financial statements and related disclosures. |
Consummation_of_Business_Combi
Consummation of Business Combination | 3 Months Ended | |||
Mar. 27, 2015 | ||||
Business Combinations [Abstract] | ||||
Consummation of Business Combination | ||||
2 | Consummation of Business Combination | |||
On June 30, 2014, the Company and Jason completed the 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 $536.0 million was funded by the cash proceeds from the Company’s initial public offering, new debt, the issuance of 45,000 shares of 8% Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) and rollover equity invested by Jason’s former owners and management of Jason (collectively the “Rollover Participants”). During the three months ended March 28, 2014, the Company incurred approximately $1.5 million of transaction expenses directly related to 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 83.1 percent of JPHI and the Rollover Participants owning a noncontrolling interest of approximately 16.9 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. | ||||
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 $3.2 million of transaction-related expenses incurred in the three months ended March 28, 2014. The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting in accordance with GAAP. | ||||
(unaudited pro forma) | ||||
Three Months Ended | ||||
March 28, 2014 | ||||
Net sales | $ | 186,536 | ||
Net income attributable to common shareholders of Jason Industries | $ | 1,098 | ||
The Company has recorded an allocation of the purchase price to Jason’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 30, 2014 acquisition date. The calculation of the purchase price allocation is as follows: | ||||
Purchase | ||||
Price Allocation | ||||
Cash and cash equivalents | $ | 11,049 | ||
Accounts receivable | 97,693 | |||
Inventories | 83,538 | |||
Deferred income taxes - current (net) | 8,095 | |||
Other current assets | 18,973 | |||
Property, plant and equipment | 179,871 | |||
Goodwill | 158,263 | |||
Other intangible assets - net | 208,450 | |||
Other assets - net | 8,469 | |||
Current liabilities | (111,151 | ) | ||
Deferred income taxes (net) | (97,046 | ) | ||
Debt | (11,277 | ) | ||
Other long-term liabilities | (18,929 | ) | ||
Total purchase price | $ | 535,998 | ||
There were no adjustments made to the purchase price allocation during the three months ended March 27, 2015. |
Acquisition
Acquisition | 3 Months Ended | |
Mar. 27, 2015 | ||
Business Combinations [Abstract] | ||
Acquisition | ||
3 | Acquisition | |
On March 25, 2015, the Company acquired Herold Partco Manufacturing, Inc. for $0.4 million. Herold Partco Manufacturing, Inc. is a Cleveland-based manufacturer of industrial brushes. These brushes will be manufactured and distributed by the finishing segment and sold under the Osborn brand name. The purchase price allocation for this transaction resulted in goodwill of $0.1 million, other intangible assets of $0.2 million and inventory of $0.1 million. | ||
The acquisition of Herold Partco Manufacturing, Inc. was not material to the Company’s condensed consolidated financial statements. |
Sale_of_Joint_Ventures
Sale of Joint Ventures | 3 Months Ended | |
Mar. 27, 2015 | ||
Business Combinations [Abstract] | ||
Sale of Joint Ventures | ||
4 | Sale of Joint Ventures | |
During the first quarter of 2014, Jason completed the sale of its 50% equity interest in two of its joint ventures for a total of $11.5 million. The sale of one of the joint ventures in the amount of $7.5 million was completed in January 2014 and the sale of the second joint venture in the amount of $4.0 million was completed in March 2014. The Company recorded a $3.5 million gain on the sale of the joint ventures, which is reported separately on the condensed consolidated statements of operations. The gain includes the recognition of $0.6 million of cumulative translation adjustments which had been recorded in accumulated other comprehensive income. The $0.6 million is reported separately in the condensed consolidated statements of comprehensive income. Terms of the sale include a supply agreement which will allow Jason to purchase product at established prices over the agreement’s three-year term. |
Restructuring_Costs
Restructuring Costs | 3 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring Costs | ||||||||||||||||
5 | Restructuring Costs | |||||||||||||||
The Company has continued to make changes to its worldwide manufacturing footprint. These actions resulted in charges relating to employee severance and other related charges, such as exit costs for consolidation and closure of plant facilities, employee relocation and lease termination costs. During the three months ended March 27, 2015 and March 28, 2014, the Company incurred $1.7 million and $0.6 million of restructuring charges, respectively. These restructuring costs are presented separately on the condensed consolidated statements of operations. | ||||||||||||||||
The following table presents the restructuring liability: | ||||||||||||||||
Severance | Lease | Other costs | Total | |||||||||||||
costs | termination | |||||||||||||||
costs | ||||||||||||||||
Balance - December 31, 2014, Successor | $ | 88 | $ | 1,056 | $ | 97 | $ | 1,241 | ||||||||
Current period restructuring charges | 141 | 905 | 658 | 1,704 | ||||||||||||
Cash payments | (7 | ) | (150 | ) | (755 | ) | (912 | ) | ||||||||
Balance - March 27, 2015, Successor | $ | 222 | $ | 1,811 | $ | — | $ | 2,033 | ||||||||
Severance | Lease | Other costs | Total | |||||||||||||
costs | termination | |||||||||||||||
costs | ||||||||||||||||
Balance - December 31, 2013, Predecessor | $ | 1,112 | $ | 818 | $ | 65 | $ | 1,995 | ||||||||
Current period restructuring charges | 405 | — | 242 | 647 | ||||||||||||
Cash payments | (786 | ) | (120 | ) | (307 | ) | (1,213 | ) | ||||||||
Balance - March 28, 2014, Predecessor | $ | 731 | $ | 698 | $ | — | $ | 1,429 | ||||||||
The accruals for severance presented above relate to costs incurred in the finishing and acoustics segments. These accruals are expected to be utilized during the next twelve months and are recorded within other current liabilities on the condensed consolidated balance sheets. During the three months ended March 27, 2015, the accrual for lease termination costs of $0.9 million relates to restructuring costs within the acoustics segment due to the closure of the Norwalk facility. At March 27, 2015 and December 31, 2014, $0.9 million and $0.6 million, respectively, are recorded within other long-term liabilities and $0.9 million and $0.5 million, respectively, are recorded within other current liabilities on the condensed consolidated balance sheets. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | ||||||||
6 | Inventories | |||||||
Inventories consisted of the following: | ||||||||
Successor | ||||||||
27-Mar-15 | 31-Dec-14 | |||||||
Raw material | $ | 42,450 | $ | 42,803 | ||||
Work-in-process | 6,287 | 5,572 | ||||||
Finished goods | 31,257 | 32,171 | ||||||
Total Inventories | $ | 79,994 | $ | 80,546 | ||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 27, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||||||||||||
7 | Goodwill and Other Intangible Assets | |||||||||||||||||||||||
Changes in the carrying amount of goodwill are as follows: | ||||||||||||||||||||||||
Seating | Finishing | Acoustics | Components | Total | ||||||||||||||||||||
Balance as of December 31, 2014 (Successor) | $ | 58,139 | $ | 34,608 | $ | 30,176 | $ | 33,183 | $ | 156,106 | ||||||||||||||
Acquisition of business | — | 48 | — | — | 48 | |||||||||||||||||||
Foreign currency impact | — | (1,633 | ) | (400 | ) | — | (2,033 | ) | ||||||||||||||||
Balance as of March 27, 2015 (Successor) | $ | 58,139 | $ | 33,023 | $ | 29,776 | $ | 33,183 | $ | 154,121 | ||||||||||||||
The Company’s other intangible assets consisted of the following: | ||||||||||||||||||||||||
Successor | ||||||||||||||||||||||||
27-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Patents | $ | 2,910 | $ | (300 | ) | $ | 2,610 | $ | 2,841 | $ | (200 | ) | $ | 2,641 | ||||||||||
Customer relationships | 137,730 | (7,203 | ) | 130,527 | 138,864 | (4,846 | ) | 134,018 | ||||||||||||||||
Trademarks and other intangibles | 63,245 | (3,159 | ) | 60,086 | 64,162 | (2,138 | ) | 62,024 | ||||||||||||||||
Total amortized other intangible assets | $ | 203,885 | $ | (10,662 | ) | $ | 193,223 | $ | 205,867 | $ | (7,184 | ) | $ | 198,683 | ||||||||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | ||||||||
8 | Debt | |||||||
The Company’s debt consisted of the following: | ||||||||
Successor | ||||||||
27-Mar-15 | 31-Dec-14 | |||||||
First Lien Term Loans | $ | 309,225 | $ | 309,225 | ||||
Debt discount on First Lien Term Loans | (3,402 | ) | (3,538 | ) | ||||
Second Lien Term Loans | 110,000 | 110,000 | ||||||
Debt discount on Second Lien Term Loans | (3,364 | ) | (3,480 | ) | ||||
Foreign debt | 5,523 | 6,515 | ||||||
Capital lease obligations | 1,703 | 1,959 | ||||||
Total outstanding indebtedness | 419,685 | 420,681 | ||||||
Less: Current portion | (5,018 | ) | (5,375 | ) | ||||
Total long-term debt | $ | 414,667 | $ | 415,306 | ||||
Senior Secured Credit Facilities | ||||||||
The Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) includes (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing in 2021, (ii) term loans in an aggregate principal amount of $110.0 million (“Second Lien Term Loans”) maturing in 2022, and (iii) a revolving loan of up to $40.0 million (“Revolving Credit Facility”) maturing in 2019. | ||||||||
The principal amount of the First Lien Term Loans amortizes in quarterly installments equal to $0.8 million, with the balance payable at maturity. At the Company’s election, the interest rate per annum applicable to the loans under the Senior Secured Credit Facilities will be based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the “prime rate” of Deutsche Bank AG New York Branch, (b) the federal funds effective rate plus 0.50% and (c) the Eurocurrency rate applicable for an interest period of one month plus 1.00%, plus an applicable margin equal to (x) 3.50% in the case of the First Lien Term Loans, (y) 2.25% in the case of the Revolving Credit Facility or (z) 7.00% in the case of the Second Lien Term Loans or (ii) a Eurocurrency rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin equal to (x) 4.50% in the case of the First Lien Term Loans, (y) 3.25% in the case of the Revolving Credit Facility or (z) 8.00% in the case of the Second Lien Term Loans. Borrowings under the First Lien Term Facility and Second Lien Term Facility are subject to a floor of 1.00% in the case of Eurocurrency loans. The applicable margin for loans under the Revolving Credit Facility may be subject to adjustment based upon Jason Incorporated’s consolidated first lien net leverage ratio. | ||||||||
Under the Revolving Credit Facility, if the aggregate outstanding amount of all Revolving Loans, swingline loans and certain letter of credit obligations exceed 25 percent of the revolving credit commitments at the end of any fiscal quarter, Jason Inc and its Restricted Subsidiaries will be required to not exceed a consolidated first lien net leverage ratio, initially specified at 5.50 to 1.00, with periodic decreases beginning on July 1, 2016 to 5.25 to 1.00, and decreasing to 4.50 to 1.00 on December 31, 2017 and remaining at that level thereafter. If such outstanding amounts do not exceed 25 percent of the revolving credit commitments at the end of any fiscal quarter, no financial covenants are applicable. | ||||||||
At March 27, 2015, the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 5.5% and 9.0%, respectively. At March 27, 2015, the Company had a total of $36.2 million of availability for additional borrowings under the Revolving Credit Facility as the Company had no outstanding borrowings and letters of credit outstanding of $3.8 million which reduce availability under the facility. | ||||||||
Foreign debt | ||||||||
At March 27, 2015 and December 31, 2014, the Company has $5.5 million and $6.5 million, respectively, in foreign debt obligations, including various overdraft facilities and term loans. The largest foreign debt balances are held by the Company’s subsidiaries in Germany (approximately $4.6 million and $5.2 million as of March 27, 2015 and December 31, 2014, respectively) and Brazil (approximately $0.8 million and $1.1 million as of March 27, 2015 and December 31, 2014, respectively). These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $2.5 million and $0.1 million to $2.6 million as of March 27, 2015 and December 31, 2014, respectively. |
Share_Based_Compensation
Share Based Compensation | 3 Months Ended | |
Mar. 27, 2015 | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share Based Compensation | ||
9 | Share Based Compensation | |
Upon completion of the Business Combination, the Compensation Committee of the Company’s Board of Directors approved an initial grant under the 2014 Omnibus Incentive Plan (the “2014 Plan”) to certain executive officers, senior management employees, and the Board of Directors. The Company recognized approximately $2.1 million in share-based compensation expense for the three months ended March 27, 2015. The income tax benefit recognized relating to share-based compensation for the three months ended March 27, 2015 was approximately $0.8 million. The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock units and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. As of March 27, 2015, total unrecognized compensation cost related to share-based compensation awards was approximately $13.2 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 1.7 years . | ||
There were 3,473,435 shares of common stock reserved and authorized for issuance under the 2014 Plan. At March 27, 2015, there were 685,187 shares of common stock authorized and available for grant under the 2014 Plan. | ||
Restricted Stock Units | ||
Compensation expense related to restricted stock units was $0.8 million for the three months ended March 27, 2015. As of March 27, 2015, there was $5.6 million of unrecognized share-based compensation expense related to 762,075 restricted stock unit awards, with a weighted-average grant date fair value of $10.50, that are expected to vest over a weighted-average period of 2.1 years. The fair value of these awards was determined based on the Company’s stock price on the grant date. During the three months ended March 27, 2015, restricted stock units had no grant, vesting or forfeiture activity. | ||
Performance Share Units | ||
Adjusted EBITDA Vesting Awards | ||
Compensation expense for cumulative Adjusted EBITDA based performance share unit awards is currently being recognized based on estimated payout of 100% of target, or 810,469 shares. Compensation expense related to performance share unit awards for the three months ended March 27, 2015 was $0.7 million. As of March 27, 2015, there was $6.4 million of unrecognized compensation expense related to cumulative adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 2.3 years. During the three months ended March 27, 2015, cumulative adjusted EBITDA based vesting awards had no grant, vesting and forfeiture activity. | ||
Stock Price Vesting Awards | ||
Compensation expense related to stock price based performance share unit awards for the three months ended March 27, 2015 was $0.6 million. As of March 27, 2015, there was $1.2 million of unrecognized compensation expense related to stock price based performance share unit awards, which is expected to be recognized over a weighted average period of 0.9 years. During the three months ended March 27, 2015, stock price vesting awards had no grant, vesting or forfeiture activity. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | ||||||||
Mar. 27, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings per Share | |||||||||
10 | Earnings per Share | ||||||||
Basic income (loss) per share is calculated by dividing net income (loss) attributable to Jason Industries’ common shareholders by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including warrants, restricted stock units, performance share units, convertible preferred stock, and Rollover Shares of JPHI convertible into shares of Jason Industries. | |||||||||
The reconciliation of the numerator and denominator of the basic and diluted income (loss) per share calculation and the anti-dilutive shares is as follows: | |||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Net income (loss) per share attributable to Jason Industries common shareholders | |||||||||
Basic and dilutive income (loss) per share | $ | (0.07 | ) | $ | 7,735 | ||||
Numerator: | |||||||||
Net income available to common shareholders of Jason Industries | $ | (1,643 | ) | $ | 7,735 | ||||
Denominator: | |||||||||
Basic and diluted weighted-average shares outstanding | 21,991 | 1 | |||||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||||||
Warrants to purchase Jason Industries common stock | 13,994 | — | |||||||
Conversion of Series A 8% Perpetual Convertible Preferred | 3,653 | — | |||||||
Conversion of JPHI Rollover Shares convertible to Jason Industries common stock | 3,486 | — | |||||||
Restricted stock units | 762 | — | |||||||
Performance share units | 2,026 | — | |||||||
Total | 23,921 | — | |||||||
Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 27, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | ||
11 | Income Taxes | |
At the end of each three month period, the Company estimates a base effective tax rate expected for the full year based on the most recent forecast of its pre-tax income, permanent book and tax differences, and global tax planning strategies. The Company uses this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their related tax effects. The Company records the tax effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their tax effects in the period in which they occur. | ||
The effective income tax rate from continuing operations was 45.5% and 36.7% for the three months ended March 27, 2015 and March 28, 2014, respectively. Effective income tax rate for the three months ended March 27, 2015 reflects the benefits of tax losses at the higher U.S. Federal statutory rate and taxable earnings derived in foreign jurisdictions with tax rates that are lower than the U.S. Federal statutory rate. Net discrete tax expense was immaterial for the three month period ended March 27, 2015 and March 28, 2014. | ||
The amount of gross unrecognized tax benefits was $3.0 million and $2.7 million at March 27, 2015 and December 31, 2014, respectively. Of the $3.0 million of unrecognized tax benefits, $1.2 million would reduce the Company’s effective tax rate if recognized. | ||
During the next twelve months, the Company does not expect any significant changes in its unrecognized tax benefits. The Company recognizes interest and penalties related to tax matters in tax expense. The Company did not have any interest or penalties that were recognized as a component of the income tax provision at March 27, 2015 and December 31, 2014. |
Equity
Equity | 3 Months Ended | |||||||||||
Mar. 27, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Equity | ||||||||||||
12 | Equity | |||||||||||
The changes in the components of accumulated other comprehensive income (loss), net of taxes, for the three months ended March 27, 2015 and March 28, 2014 are as follows: | ||||||||||||
Employee | Foreign currency | Total | ||||||||||
retirement plan | translation | |||||||||||
adjustments | adjustments | |||||||||||
Balance at December 31, 2014, Successor | $ | (1,434 | ) | $ | (10,631 | ) | $ | (12,065 | ) | |||
Other comprehensive loss before reclassifications | — | (8,222 | ) | (8,222 | ) | |||||||
Balance at March 27, 2015, Successor | $ | (1,434 | ) | $ | (18,853 | ) | $ | (20,287 | ) | |||
Employee | Foreign currency | Total | ||||||||||
retirement plan | translation | |||||||||||
adjustments | adjustments | |||||||||||
Balance at December 31, 2013, Predecessor | $ | (156 | ) | $ | 630 | $ | 474 | |||||
Amount reclassified from accumulated other comprehensive income | 57 | — | 57 | |||||||||
Cumulative foreign currency translation adjustments associated with joint ventures sold | — | (591 | ) | (591 | ) | |||||||
Foreign currency translation adjustments | — | 129 | 129 | |||||||||
Balance at March 28, 2014, Predecessor | $ | (99 | ) | $ | 168 | $ | 69 | |||||
Series A Preferred Stock Dividends | ||||||||||||
On January 1, 2015 the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on November 15, 2014, totaling $0.9 million. |
Business_Segments_Geographic_a
Business Segments, Geographic and Customer Information | 3 Months Ended | ||||||||
Mar. 27, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Business Segments, Geographic and Customer Information | |||||||||
13 | Business Segments, Geographic and Customer Information | ||||||||
The Company identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. The Company has four reportable segments: Seating, Finishing, Acoustics and Components. | |||||||||
Net sales information relating to the Company’s reportable segments is as follows: | |||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Net sales | |||||||||
Seating | $ | 50,960 | $ | 52,291 | |||||
Finishing | 42,850 | 46,583 | |||||||
Acoustics | 50,921 | 53,007 | |||||||
Components | 31,105 | 34,655 | |||||||
$ | 175,836 | $ | 186,536 | ||||||
The Company uses “Adjusted EBITDA” as the primary measure of profit or loss for the purposes of assessing the operating performance of its segments. The Company defines EBITDA as net income (loss) before interest expense, provision (benefit) for income taxes, depreciation and amortization and (gain)/loss on disposal of property, plant and equipment. The Company defines Adjusted EBITDA as EBITDA, excluding the impact of non-cash or non-operational losses or gains, including long-lived asset impairment charges, integration and other operational restructuring charges, transactional legal fees, other professional fees and special employee bonuses, purchase accounting adjustments, sponsor fees and expenses, and non-cash share based compensation expense. | |||||||||
Management believes that Adjusted EBITDA provides a clear picture of the Company’s operating results by eliminating expenses and income that are not reflective of the underlying business performance. Certain corporate-level administrative expenses such as payroll and benefits, incentive compensation, travel, marketing, accounting, auditing and legal fees and certain other expenses are kept within its corporate results and not allocated to its business segments. Adjusted EBITDA is used to facilitate a comparison of the Company’s operating performance on a consistent basis from period to period and to analyze the factors and trends affecting its segments. The Company’s internal plans, budgets and forecasts use Adjusted EBITDA as a key metric. In addition, this measure is used to evaluate its operating performance and segment operating performance and to determine the level of incentive compensation paid to its employees. | |||||||||
As the Company uses Adjusted EBITDA as its primary measure of segment performance, generally accepted accounting principles in the United States of America (“US GAAP”) on segment reporting require the Company to include this measure in its discussion of segment operating results. The Company must also reconcile Adjusted EBITDA to operating results presented on a US GAAP basis. | |||||||||
Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated income before taxes: | |||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Segment Adjusted EBITDA | |||||||||
Seating | $ | 7,960 | $ | 8,111 | |||||
Finishing | 6,311 | 6,003 | |||||||
Acoustics | 4,854 | 4,439 | |||||||
Components | 5,173 | 6,539 | |||||||
$ | 24,298 | $ | 25,092 | ||||||
Interest expense, including intercompany | (410 | ) | (591 | ) | |||||
Depreciation and amortization | (10,354 | ) | (6,296 | ) | |||||
(Loss) gain on disposal of property, plant and equipment - net | (26 | ) | (122 | ) | |||||
Restructuring | (1,704 | ) | (647 | ) | |||||
Transaction-related expenses | — | — | |||||||
Integration and other restructuring costs | (462 | ) | (993 | ) | |||||
Gain from sale of joint ventures | — | 3,508 | |||||||
Total segment income before income taxes | 11,342 | 19,951 | |||||||
Corporate general and administrative expenses | (3,591 | ) | (3,250 | ) | |||||
Corporate interest expense, including intercompany | (7,096 | ) | (2,904 | ) | |||||
Corporate depreciation | (57 | ) | (28 | ) | |||||
Corporate transaction-related expenses | (176 | ) | (1,541 | ) | |||||
Corporate loss on disposal of property, plant and equipment | — | (1 | ) | ||||||
Corporate share based compensation | (2,063 | ) | — | ||||||
Consolidated (loss) income before taxes | $ | (1,641 | ) | $ | 12,227 | ||||
Assets held by reportable segments is as follows: | |||||||||
Successor | |||||||||
27-Mar-15 | 31-Dec-14 | ||||||||
Assets | |||||||||
Seating | $ | 227,039 | $ | 219,215 | |||||
Finishing | 211,257 | 221,074 | |||||||
Acoustics | 201,911 | 195,031 | |||||||
Components | 139,355 | 137,354 | |||||||
Total segments | 779,562 | 772,674 | |||||||
Corporate and eliminations | 30,440 | 36,730 | |||||||
Consolidated | $ | 810,002 | $ | 809,404 | |||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |
Mar. 27, 2015 | ||
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | ||
14 | Fair Value Measurements | |
Fair value of financial instruments | ||
Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: | ||
•Level 1 — Quoted prices for identical instruments in active markets. | ||
• | Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. | |
• | Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. | |
Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. | ||
The carrying amounts within the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. As of March 27, 2015 and December 31, 2014, the Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that such amounts approximated fair value. The Company considers the inputs related to these estimations to be Level 2 fair value measurements. |
Litigation_and_Contingencies
Litigation and Contingencies | 3 Months Ended | |
Mar. 27, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Litigation and Contingencies | ||
15 | Litigation and Contingencies | |
The Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, labor, and employment claims. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. | ||
At March 27, 2015 and December 31, 2014, the Company held reserves of $1.1 million for environmental matters at two locations. The ultimate cost of any remediation required will depend on the results of future investigation. Based upon available information, the Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its business. Based on the facts presently known, the Company does not expect environmental costs to have a material adverse effect on its financial condition, results of operations or cash flows. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 27, 2015 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | ||
16 | Subsequent Events | |
On April 1, 2015, the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on February 15, 2015, totaling $0.9 million. | ||
On April 1, 2015, the Company’s Chief Financial Officer (CFO) informed the Company of his intention to retire, effective May 31, 2015. The resignation, and related terms of the severance agreement, were finalized and accepted by the Company on April 6, 2015. As a result, the Company will recognize $1.1 million of severance expense and approximately $0.8 million of stock compensation expense related to the accelerated vesting of time-vesting RSUs during the second quarter of 2015. On April 6, 2015 the Board of Directors appointed a new CFO. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 27, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. |
As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and Jason is the acquiree and accounting predecessor. The Company’s financial statement presentation distinguishes a “Predecessor” for Jason for periods prior to the Closing Date. The Company was subsequently re-established as Jason Industries, Inc. and is the “Successor” for periods after the Closing Date, which includes consolidation of Jason subsequent to the Business Combination on June 30, 2014. The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. See Note 2 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the effective time of the acquisition, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and, therefore, are not comparable. | |
The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1, and the fourth quarter, which ends on December 31. For 2015, the Company’s fiscal quarters are comprised of the three months ending March 27, June 26, September 25 and December 31. In 2014, the Company’s fiscal quarters are comprised of the three months ended March 28, June 27, September 26 and December 31. | |
In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. | |
Recently issued accounting standards | In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis”, which amends existing consolidation guidance for reporting organizations such as limited partnerships and other similar entities that are required to evaluate whether they should consolidate certain legal entities. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the potential impact of this updated guidance on its consolidated financial statements and related disclosures. |
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. The guidance is effective for annual reporting periods beginning after December 15, 2015, but early adoption is permitted. The Company is currently evaluating the potential impact of this updated guidance on its consolidated financial statements and related disclosures. |
Consummation_of_Business_Combi1
Consummation of Business Combination (Tables) | 3 Months Ended | |||
Mar. 27, 2015 | ||||
Business Combinations [Abstract] | ||||
Pro Forma Information | The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting in accordance with GAAP. | |||
(unaudited pro forma) | ||||
Three Months Ended | ||||
March 28, 2014 | ||||
Net sales | $ | 186,536 | ||
Net income attributable to common shareholders of Jason Industries | $ | 1,098 | ||
Business Acquisitions, Purchase Price Allocation | The Company has recorded an allocation of the purchase price to Jason’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the June 30, 2014 acquisition date. The calculation of the purchase price allocation is as follows: | |||
Purchase | ||||
Price Allocation | ||||
Cash and cash equivalents | $ | 11,049 | ||
Accounts receivable | 97,693 | |||
Inventories | 83,538 | |||
Deferred income taxes - current (net) | 8,095 | |||
Other current assets | 18,973 | |||
Property, plant and equipment | 179,871 | |||
Goodwill | 158,263 | |||
Other intangible assets - net | 208,450 | |||
Other assets - net | 8,469 | |||
Current liabilities | (111,151 | ) | ||
Deferred income taxes (net) | (97,046 | ) | ||
Debt | (11,277 | ) | ||
Other long-term liabilities | (18,929 | ) | ||
Total purchase price | $ | 535,998 | ||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 3 Months Ended | |||||||||||||||
Mar. 27, 2015 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||
Restructuring and Related Costs | The following table presents the restructuring liability: | |||||||||||||||
Severance | Lease | Other costs | Total | |||||||||||||
costs | termination | |||||||||||||||
costs | ||||||||||||||||
Balance - December 31, 2014, Successor | $ | 88 | $ | 1,056 | $ | 97 | $ | 1,241 | ||||||||
Current period restructuring charges | 141 | 905 | 658 | 1,704 | ||||||||||||
Cash payments | (7 | ) | (150 | ) | (755 | ) | (912 | ) | ||||||||
Balance - March 27, 2015, Successor | $ | 222 | $ | 1,811 | $ | — | $ | 2,033 | ||||||||
Severance | Lease | Other costs | Total | |||||||||||||
costs | termination | |||||||||||||||
costs | ||||||||||||||||
Balance - December 31, 2013, Predecessor | $ | 1,112 | $ | 818 | $ | 65 | $ | 1,995 | ||||||||
Current period restructuring charges | 405 | — | 242 | 647 | ||||||||||||
Cash payments | (786 | ) | (120 | ) | (307 | ) | (1,213 | ) | ||||||||
Balance - March 28, 2014, Predecessor | $ | 731 | $ | 698 | $ | — | $ | 1,429 | ||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Current Inventory | Inventories consisted of the following: | |||||||
Successor | ||||||||
27-Mar-15 | 31-Dec-14 | |||||||
Raw material | $ | 42,450 | $ | 42,803 | ||||
Work-in-process | 6,287 | 5,572 | ||||||
Finished goods | 31,257 | 32,171 | ||||||
Total Inventories | $ | 79,994 | $ | 80,546 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 27, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Goodwill | Changes in the carrying amount of goodwill are as follows: | |||||||||||||||||||||||
Seating | Finishing | Acoustics | Components | Total | ||||||||||||||||||||
Balance as of December 31, 2014 (Successor) | $ | 58,139 | $ | 34,608 | $ | 30,176 | $ | 33,183 | $ | 156,106 | ||||||||||||||
Acquisition of business | — | 48 | — | — | 48 | |||||||||||||||||||
Foreign currency impact | — | (1,633 | ) | (400 | ) | — | (2,033 | ) | ||||||||||||||||
Balance as of March 27, 2015 (Successor) | $ | 58,139 | $ | 33,023 | $ | 29,776 | $ | 33,183 | $ | 154,121 | ||||||||||||||
Schedule of Other Intangible Assets | The Company’s other intangible assets consisted of the following: | |||||||||||||||||||||||
Successor | ||||||||||||||||||||||||
27-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Patents | $ | 2,910 | $ | (300 | ) | $ | 2,610 | $ | 2,841 | $ | (200 | ) | $ | 2,641 | ||||||||||
Customer relationships | 137,730 | (7,203 | ) | 130,527 | 138,864 | (4,846 | ) | 134,018 | ||||||||||||||||
Trademarks and other intangibles | 63,245 | (3,159 | ) | 60,086 | 64,162 | (2,138 | ) | 62,024 | ||||||||||||||||
Total amortized other intangible assets | $ | 203,885 | $ | (10,662 | ) | $ | 193,223 | $ | 205,867 | $ | (7,184 | ) | $ | 198,683 | ||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 27, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Revolving Loans and Other Long-Term Debt Instruments | The Company’s debt consisted of the following: | |||||||
Successor | ||||||||
27-Mar-15 | 31-Dec-14 | |||||||
First Lien Term Loans | $ | 309,225 | $ | 309,225 | ||||
Debt discount on First Lien Term Loans | (3,402 | ) | (3,538 | ) | ||||
Second Lien Term Loans | 110,000 | 110,000 | ||||||
Debt discount on Second Lien Term Loans | (3,364 | ) | (3,480 | ) | ||||
Foreign debt | 5,523 | 6,515 | ||||||
Capital lease obligations | 1,703 | 1,959 | ||||||
Total outstanding indebtedness | 419,685 | 420,681 | ||||||
Less: Current portion | (5,018 | ) | (5,375 | ) | ||||
Total long-term debt | $ | 414,667 | $ | 415,306 | ||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | ||||||||
Mar. 27, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of earnings per share, basic and diluted | The reconciliation of the numerator and denominator of the basic and diluted income (loss) per share calculation and the anti-dilutive shares is as follows: | ||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Net income (loss) per share attributable to Jason Industries common shareholders | |||||||||
Basic and dilutive income (loss) per share | $ | (0.07 | ) | $ | 7,735 | ||||
Numerator: | |||||||||
Net income available to common shareholders of Jason Industries | $ | (1,643 | ) | $ | 7,735 | ||||
Denominator: | |||||||||
Basic and diluted weighted-average shares outstanding | 21,991 | 1 | |||||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||||||
Warrants to purchase Jason Industries common stock | 13,994 | — | |||||||
Conversion of Series A 8% Perpetual Convertible Preferred | 3,653 | — | |||||||
Conversion of JPHI Rollover Shares convertible to Jason Industries common stock | 3,486 | — | |||||||
Restricted stock units | 762 | — | |||||||
Performance share units | 2,026 | — | |||||||
Total | 23,921 | — | |||||||
Equity_Tables
Equity (Tables) | 3 Months Ended | |||||||||||
Mar. 27, 2015 | ||||||||||||
Equity [Abstract] | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive income (loss), net of taxes, for the three months ended March 27, 2015 and March 28, 2014 are as follows: | |||||||||||
Employee | Foreign currency | Total | ||||||||||
retirement plan | translation | |||||||||||
adjustments | adjustments | |||||||||||
Balance at December 31, 2014, Successor | $ | (1,434 | ) | $ | (10,631 | ) | $ | (12,065 | ) | |||
Other comprehensive loss before reclassifications | — | (8,222 | ) | (8,222 | ) | |||||||
Balance at March 27, 2015, Successor | $ | (1,434 | ) | $ | (18,853 | ) | $ | (20,287 | ) | |||
Employee | Foreign currency | Total | ||||||||||
retirement plan | translation | |||||||||||
adjustments | adjustments | |||||||||||
Balance at December 31, 2013, Predecessor | $ | (156 | ) | $ | 630 | $ | 474 | |||||
Amount reclassified from accumulated other comprehensive income | 57 | — | 57 | |||||||||
Cumulative foreign currency translation adjustments associated with joint ventures sold | — | (591 | ) | (591 | ) | |||||||
Foreign currency translation adjustments | — | 129 | 129 | |||||||||
Balance at March 28, 2014, Predecessor | $ | (99 | ) | $ | 168 | $ | 69 | |||||
Business_Segments_Geographic_a1
Business Segments, Geographic and Customer Information (Tables) | 3 Months Ended | ||||||||
Mar. 27, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Schedule of Net Sales by Reportable Segment | Net sales information relating to the Company’s reportable segments is as follows: | ||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Net sales | |||||||||
Seating | $ | 50,960 | $ | 52,291 | |||||
Finishing | 42,850 | 46,583 | |||||||
Acoustics | 50,921 | 53,007 | |||||||
Components | 31,105 | 34,655 | |||||||
$ | 175,836 | $ | 186,536 | ||||||
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated income before taxes: | ||||||||
Successor | Predecessor | ||||||||
Three Months Ended | Three Months Ended | ||||||||
27-Mar-15 | 28-Mar-14 | ||||||||
Segment Adjusted EBITDA | |||||||||
Seating | $ | 7,960 | $ | 8,111 | |||||
Finishing | 6,311 | 6,003 | |||||||
Acoustics | 4,854 | 4,439 | |||||||
Components | 5,173 | 6,539 | |||||||
$ | 24,298 | $ | 25,092 | ||||||
Interest expense, including intercompany | (410 | ) | (591 | ) | |||||
Depreciation and amortization | (10,354 | ) | (6,296 | ) | |||||
(Loss) gain on disposal of property, plant and equipment - net | (26 | ) | (122 | ) | |||||
Restructuring | (1,704 | ) | (647 | ) | |||||
Transaction-related expenses | — | — | |||||||
Integration and other restructuring costs | (462 | ) | (993 | ) | |||||
Gain from sale of joint ventures | — | 3,508 | |||||||
Total segment income before income taxes | 11,342 | 19,951 | |||||||
Corporate general and administrative expenses | (3,591 | ) | (3,250 | ) | |||||
Corporate interest expense, including intercompany | (7,096 | ) | (2,904 | ) | |||||
Corporate depreciation | (57 | ) | (28 | ) | |||||
Corporate transaction-related expenses | (176 | ) | (1,541 | ) | |||||
Corporate loss on disposal of property, plant and equipment | — | (1 | ) | ||||||
Corporate share based compensation | (2,063 | ) | — | ||||||
Consolidated (loss) income before taxes | $ | (1,641 | ) | $ | 12,227 | ||||
Reconciliation of Assets from Segment to Consolidated | Assets held by reportable segments is as follows: | ||||||||
Successor | |||||||||
27-Mar-15 | 31-Dec-14 | ||||||||
Assets | |||||||||
Seating | $ | 227,039 | $ | 219,215 | |||||
Finishing | 211,257 | 221,074 | |||||||
Acoustics | 201,911 | 195,031 | |||||||
Components | 139,355 | 137,354 | |||||||
Total segments | 779,562 | 772,674 | |||||||
Corporate and eliminations | 30,440 | 36,730 | |||||||
Consolidated | $ | 810,002 | $ | 809,404 | |||||
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation (Details) (Successor) | 3 Months Ended |
Mar. 27, 2015 | |
segment | |
country | |
Successor | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Number of countries Jason in | 14 |
Quarterly period | 91 days |
Consummation_of_Business_Combi2
Consummation of Business Combination (Details) (Jason, USD $) | 0 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Mar. 27, 2015 | Sep. 27, 2013 | |
Successor | |||
Business Acquisition [Line Items] | |||
Total purchase price | $536,000,000 | ||
Transaction costs | 1,500,000 | ||
Percentage of voting interests acquired | 83.10% | ||
Noncontrolling interest, percentage of voting interests following acquisition | 16.90% | ||
Rollover equity conversion ratio | 1 | ||
Successor | Acquisition-related Costs | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | 3,200,000 | ||
Successor | JPHI Holdings, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired | 100.00% | ||
Noncontrolling Interest, Ownership Of Shares By Noncontrolling Owners | 3,485,623 | ||
Successor | Series A Preferred Stock | |||
Business Acquisition [Line Items] | |||
Noncontrolling Interest, Ownership Of Shares By Noncontrolling Owners | 45,000 | ||
Preferred stock, dividend rate, percentage | 8.00% | ||
Predecessor | |||
Business Acquisition [Line Items] | |||
Pro forma revenue | $186,536,000 |
Consummation_of_Business_Combi3
Consummation of Business Combination (Additional Information) (Details) (Predecessor, Jason, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2013 |
Predecessor | Jason | |
Business Acquisition, Pro Forma Information [Abstract] | |
Pro forma revenue | $186,536 |
Net income attributable to common shareholders of Jason Industries | $1,098 |
Consummation_of_Business_Combi4
Consummation of Business Combination - Purchase Price Allocation (Details) (Successor, USD $) | Mar. 27, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | |||
Goodwill | $154,121 | $156,106 | |
Jason | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 11,049 | ||
Accounts receivable | 97,693 | ||
Inventories | 83,538 | ||
Deferred income taxes - current (net) | 8,095 | ||
Other current assets | 18,973 | ||
Property, plant and equipment | 179,871 | ||
Goodwill | 158,263 | ||
Other intangible assets - net | 208,450 | ||
Other assets - net | 8,469 | ||
Current liabilities | -111,151 | ||
Deferred income taxes (net) | -97,046 | ||
Debt | -11,277 | ||
Other long-term liabilities | -18,929 | ||
Total purchase price | $535,998 |
Acquisition_Details
Acquisition (Details) (Herold Partco Manufacturing, Inc., USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Mar. 25, 2015 | Mar. 25, 2015 |
Herold Partco Manufacturing, Inc. | ||
Business Acquisition [Line Items] | ||
Consideration transferred, net of cash | $350 | |
Goodwill | 100 | 100 |
Other intangible assets - net | 200 | 200 |
Inventories | $100 | $100 |
Sale_of_Joint_Ventures_Details
Sale of Joint Ventures (Details) (Predecessor, USD $) | 3 Months Ended | 1 Months Ended | |
Mar. 28, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | |
Joint_Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments, ownership percentage | 50.00% | ||
Number of entities in disposal group | 2 | ||
Proceeds from sale of equity method investments | $11,500,000 | ||
Gain from sale of joint ventures | 3,508,000 | ||
Foreign currency transaction and translation reclassification adjustment from AOCI | 600,000 | ||
Supply agreement, term (in years) | 3 years | ||
Joint Venture A | |||
Schedule of Equity Method Investments [Line Items] | |||
Proceeds from sale of equity method investments | 7,500,000 | ||
Joint Venture B | |||
Schedule of Equity Method Investments [Line Items] | |||
Proceeds from sale of equity method investments | $4,000,000 |
Restructuring_Costs_Details
Restructuring Costs (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Dec. 31, 2014 |
Successor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | $1,241 | ||
Current period restructuring charges | 1,704 | ||
Cash payments | -912 | ||
Restructuring Reserve Ending Balance | 2,033 | ||
Predecessor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 1,995 | ||
Current period restructuring charges | 647 | ||
Cash payments | -1,213 | ||
Restructuring Reserve Ending Balance | 1,429 | ||
Severance costs | Successor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 88 | ||
Current period restructuring charges | 141 | ||
Cash payments | -7 | ||
Restructuring Reserve Ending Balance | 222 | ||
Severance costs | Predecessor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 1,112 | ||
Current period restructuring charges | 405 | ||
Cash payments | -786 | ||
Restructuring Reserve Ending Balance | 731 | ||
Lease termination costs | Successor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 1,056 | ||
Current period restructuring charges | 905 | ||
Cash payments | -150 | ||
Restructuring Reserve Ending Balance | 1,811 | ||
Lease termination costs | Successor | Components And Finishing | Other Noncurrent Liabilities | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 600 | ||
Restructuring Reserve Ending Balance | 900 | 600 | |
Lease termination costs | Successor | Components And Finishing | Other Current Liabilities | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 500 | ||
Restructuring Reserve Ending Balance | 900 | 500 | |
Lease termination costs | Predecessor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 818 | ||
Current period restructuring charges | 0 | ||
Cash payments | -120 | ||
Restructuring Reserve Ending Balance | 698 | ||
Other costs | Successor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 97 | ||
Current period restructuring charges | 658 | ||
Cash payments | -755 | ||
Restructuring Reserve Ending Balance | 0 | ||
Other costs | Predecessor | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 65 | ||
Current period restructuring charges | 242 | ||
Cash payments | -307 | ||
Restructuring Reserve Ending Balance | $0 |
Inventories_Details
Inventories (Details) (Successor, USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Inventory [Line Items] | ||
Raw material | $42,450 | $42,803 |
Work-in-process | 6,287 | 5,572 |
Finished goods | 31,257 | 32,171 |
Total Inventories | $79,994 | $80,546 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (Successor, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 27, 2015 |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | $156,106 |
Acquisition of business | 48 |
Foreign currency impact | -2,033 |
Goodwill, End of Period | 154,121 |
Seating | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 58,139 |
Acquisition of business | 0 |
Foreign currency impact | 0 |
Goodwill, End of Period | 58,139 |
Finishing | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 34,608 |
Acquisition of business | 48 |
Foreign currency impact | -1,633 |
Goodwill, End of Period | 33,023 |
Acoustics | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 30,176 |
Acquisition of business | 0 |
Foreign currency impact | -400 |
Goodwill, End of Period | 29,776 |
Components | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 33,183 |
Acquisition of business | 0 |
Foreign currency impact | 0 |
Goodwill, End of Period | $33,183 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets Disclosure (Intangible Assets) (Details) (Successor, USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $203,885 | $205,867 |
Accumulated Amortization | -10,662 | -7,184 |
Net | 193,223 | 198,683 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,910 | 2,841 |
Accumulated Amortization | -300 | -200 |
Net | 2,610 | 2,641 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 137,730 | 138,864 |
Accumulated Amortization | -7,203 | -4,846 |
Net | 130,527 | 134,018 |
Trademarks And Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 63,245 | 64,162 |
Accumulated Amortization | -3,159 | -2,138 |
Net | $60,086 | $62,024 |
Debt_Details
Debt (Details) (Successor, USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instruments [Abstract] | ||
Long-term debt including current maturities | $419,685 | $420,681 |
Current portion of long-term debt | -5,018 | -5,375 |
Long-term debt | 414,667 | 415,306 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 309,225 | 309,225 |
Unamortized discount | -3,402 | -3,538 |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 110,000 | 110,000 |
Unamortized discount | -3,364 | -3,480 |
Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 5,523 | 6,515 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $1,703 | $1,959 |
Debt_Narrative_Details
Debt (Narrative) (Details) (Successor, USD $) | 0 Months Ended | 3 Months Ended | ||
Jun. 30, 2014 | Mar. 27, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | |
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 0.50% | |||
Senior Secured Credit Facilities | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 1.00% | |||
First Lien Term Loan | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 3.50% | |||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 4.50% | |||
Second Lien Term Loan | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 7.00% | |||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 8.00% | |||
Secured Debt | First Lien Term Loan | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $310,000,000 | $310,000,000 | ||
Amortization of debt discount (premium) | 800,000 | |||
Consolidated net leverage ratio | 5.5 | |||
Consolidated net leverage ratio, first periodic decrease | 5.25 | |||
Consolidated net leverage ratio, second periodic decrease | 4.5 | |||
Interest rate, effective percentage | 5.50% | |||
Foreign Debt [Abstract] | ||||
Long-term debt | 309,225,000 | 309,225,000 | ||
Secured Debt | Revolving Credit Facility | ||||
Long-term Debt, Successor [Abstract] | ||||
Restrictive covenant, qualification percentage for net leverage ratio | 25.00% | |||
Secured Debt | Second Lien Term Loan | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | 110,000,000 | 110,000,000 | ||
Interest rate, effective percentage | 9.00% | |||
Foreign Debt [Abstract] | ||||
Long-term debt | 110,000,000 | 110,000,000 | ||
Secured Debt | Foreign Debt | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 5,523,000 | 6,515,000 | ||
Foreign Debt | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 5,523,000 | 6,515,000 | ||
Foreign Debt | GERMANY | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 4,600,000 | 5,200,000 | ||
Foreign Debt | BRAZIL | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 800,000 | 1,100,000 | ||
Minimum | Secured Debt | Individual Foreign Loans | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 100,000 | 100,000 | ||
Maximum | Secured Debt | Individual Foreign Loans | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 2,500,000 | 2,600,000 | ||
Revolving Credit Facility | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 2.25% | |||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 3.25% | |||
Revolving Credit Facility | Secured Debt | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 40,000,000 | ||
Line of credit facility, remaining borrowing capacity | 36,200,000 | |||
Outstanding letters of credit | $3,800,000 |
Share_Based_Compensation_Narra
Share Based Compensation (Narrative) (Details) (Successor, USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 27, 2015 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated share-based compensation expense | $0.80 |
Unrecognized share-based compensation expense to be recognized in future periods | 5.6 |
Nonvested shares | 762,075 |
Weighted average grant date fair value | $10.50 |
Restricted stock outstanding, weighted average period for vesting | 2 years 26 days |
Adjusted EBITDA Based Performance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated share-based compensation expense | 0.7 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 3 months 18 days |
Unrecognized share-based compensation expense to be recognized in future periods | 6.4 |
Equity instruments awarded based on target payout, shares | 810,469 |
Stock Price Based Performance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated share-based compensation expense | 0.6 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 10 months 28 days |
Unrecognized share-based compensation expense to be recognized in future periods | 1.2 |
2014 Omnibus Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocated share-based compensation expense | 2.1 |
Income tax expense (benefit) from compensation expense | 0.8 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 8 months 12 days |
Capital shares reserved for future issuance | 3,473,435 |
Common stock shares available for grant | 685,187 |
Unrecognized share-based compensation expense to be recognized in future periods | $13.20 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income per share available to common shareholders: Basic and diluted (in dollars per share) | ($0.07) | |
Net income available to common shareholders of Jason Industries | ($1,643) | |
Basic and diluted weighted-average shares outstanding | 21,991 | |
Weighted average number of anti-dilutive shares excluded from denominator: | 23,921 | |
Successor | Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 13,994 | |
Successor | Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 762 | |
Successor | Performance Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 2,026 | |
Predecessor | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income per share available to common shareholders: Basic and diluted (in dollars per share) | $7,735 | |
Net income available to common shareholders of Jason Industries | $7,735 | |
Basic and diluted weighted-average shares outstanding | 1 | |
Weighted average number of anti-dilutive shares excluded from denominator: | 0 | |
Common Stock | Successor | Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 3,486 | |
Series A Preferred Stock | Successor | Equity Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 3,653 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Dec. 31, 2014 |
Successor | |||
Income Tax Contingency [Line Items] | |||
Effective income tax rate | 45.50% | ||
Unrecognized tax benefits | $3 | $2.70 | |
Unrecognized tax benefits that would impact effective tax rate | $1.20 | ||
Predecessor | |||
Income Tax Contingency [Line Items] | |||
Effective income tax rate | 36.70% |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 | Dec. 31, 2014 |
Successor | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | ($12,065) | ||
Other comprehensive loss before reclassifications | -8,222 | ||
Foreign currency translation adjustments | -9,894 | ||
Accumulated other comprehensive income (loss) Ending Balance | -20,287 | ||
Successor | Accumulated Defined Benefit Plans Adjustment | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | -1,434 | ||
Other comprehensive loss before reclassifications | 0 | ||
Accumulated other comprehensive income (loss) Ending Balance | -1,434 | ||
Successor | Accumulated Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | -10,631 | ||
Other comprehensive loss before reclassifications | -8,222 | ||
Accumulated other comprehensive income (loss) Ending Balance | -18,853 | ||
Predecessor | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | 474 | -12,065 | |
Foreign currency translation adjustments | 129 | ||
Accumulated other comprehensive income (loss) Ending Balance | 69 | -12,065 | |
Predecessor | Accumulated Defined Benefit Plans Adjustment | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | -156 | ||
Amount reclassified from accumulated other comprehensive income | 57 | ||
Accumulated other comprehensive income (loss) Ending Balance | -99 | ||
Predecessor | Accumulated Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Accumulated other comprehensive income (loss) Beginning Balance | 630 | ||
Amount reclassified from accumulated other comprehensive income | -591 | ||
Accumulated other comprehensive income (loss) Ending Balance | $168 |
Equity_Narrative_Details
Equity (Narrative) (Details) (Successor, USD $) | 3 Months Ended | 0 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 27, 2015 | Jan. 01, 2015 |
Class of Stock Disclosures [Abstract] | ||
Preferred stock cash dividends | $900 | |
Series A Preferred Stock | ||
Class of Stock Disclosures [Abstract] | ||
Dividends declared per share | $20 | |
Preferred stock cash dividends | $900 |
Business_Segments_Geographic_a2
Business Segments, Geographic and Customer Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
segment | ||
Successor | ||
Segment Reporting Information [Line Items] | ||
Net sales | $175,836 | |
Number of reportable segments | 4 | |
Predecessor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 186,536 | |
Seating | Successor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 50,960 | |
Seating | Predecessor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 52,291 | |
Finishing | Successor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 42,850 | |
Finishing | Predecessor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 46,583 | |
Acoustics | Successor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 50,921 | |
Acoustics | Predecessor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 53,007 | |
Components | Successor | ||
Segment Reporting Information [Line Items] | ||
Net sales | 31,105 | |
Components | Predecessor | ||
Segment Reporting Information [Line Items] | ||
Net sales | $34,655 |
Business_Segments_Geographic_a3
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | ($7,506) | |
(Loss) gain on disposal of property, plant and equipment - net | -26 | |
Restructuring | -1,704 | |
Transaction-related expenses | -176 | |
Gain from sale of joint ventures | 0 | |
(Loss) income before income taxes | -1,641 | |
Successor | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 24,298 | |
Interest expense | -410 | |
Depreciation and amortization | -10,354 | |
(Loss) gain on disposal of property, plant and equipment - net | -26 | |
Restructuring | -1,704 | |
Transaction-related expenses | 0 | |
Integration and other restructuring costs | -462 | |
Gain from sale of joint ventures | 0 | |
(Loss) income before income taxes | 11,342 | |
Successor | Corporate Segment And Eliminations | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | 7,096 | |
Depreciation and amortization | 57 | |
(Loss) gain on disposal of property, plant and equipment - net | 0 | |
Transaction-related expenses | 176 | |
Successor | Seating | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 7,960 | |
Successor | Finishing | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 6,311 | |
Successor | Acoustics | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 4,854 | |
Successor | Components | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 5,173 | |
Predecessor | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | -3,495 | |
(Loss) gain on disposal of property, plant and equipment - net | -123 | |
Restructuring | -647 | |
Transaction-related expenses | -1,541 | |
Gain from sale of joint ventures | 3,508 | |
(Loss) income before income taxes | 12,227 | |
Predecessor | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 25,092 | |
Interest expense | -591 | |
Depreciation and amortization | -6,296 | |
(Loss) gain on disposal of property, plant and equipment - net | -122 | |
Restructuring | -647 | |
Transaction-related expenses | 0 | |
Integration and other restructuring costs | -993 | |
Gain from sale of joint ventures | 3,508 | |
(Loss) income before income taxes | 19,951 | |
Predecessor | Corporate Segment And Eliminations | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | 2,904 | |
Depreciation and amortization | 28 | |
(Loss) gain on disposal of property, plant and equipment - net | -1 | |
Transaction-related expenses | 1,541 | |
Predecessor | Seating | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 8,111 | |
Predecessor | Finishing | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 6,003 | |
Predecessor | Acoustics | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | 4,439 | |
Predecessor | Components | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income Before Income Taxes, Depreciation And Amortization | $6,539 |
Business_Segments_Geographic_a4
Business Segments, Geographic and Customer Information (EBITDA Reconciliation Continued) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 27, 2015 | Mar. 28, 2014 |
Successor | ||
Corporate [Abstract] | ||
Interest Expense | $7,506 | |
Transaction-related expenses | 176 | |
(Loss) gain on disposal of property, plant and equipment - net | -26 | |
Non-cash stock compensation | 2,063 | |
Consolidated (loss) income before taxes | -1,641 | |
Successor | Corporate Segment And Eliminations | ||
Corporate [Abstract] | ||
General and Administrative Expense | -3,591 | |
Interest Expense | -7,096 | |
Depreciation, Depletion and Amortization | -57 | |
Transaction-related expenses | -176 | |
(Loss) gain on disposal of property, plant and equipment - net | 0 | |
Non-cash stock compensation | -2,063 | |
Predecessor | ||
Corporate [Abstract] | ||
Interest Expense | 3,495 | |
Transaction-related expenses | 1,541 | |
(Loss) gain on disposal of property, plant and equipment - net | -123 | |
Non-cash stock compensation | 49 | |
Consolidated (loss) income before taxes | 12,227 | |
Predecessor | Corporate Segment And Eliminations | ||
Corporate [Abstract] | ||
General and Administrative Expense | -3,250 | |
Interest Expense | -2,904 | |
Depreciation, Depletion and Amortization | -28 | |
Transaction-related expenses | -1,541 | |
(Loss) gain on disposal of property, plant and equipment - net | -1 | |
Non-cash stock compensation | $0 |
Business_Segments_Geographic_a5
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) (USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $810,002 | |
Successor | Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 779,562 | |
Successor | Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 227,039 | |
Successor | Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 211,257 | |
Successor | Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 201,911 | |
Successor | Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 139,355 | |
Successor | Corporate Segment And Eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 30,440 | |
Predecessor | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 809,404 | |
Predecessor | Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 772,674 | |
Predecessor | Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 219,215 | |
Predecessor | Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 221,074 | |
Predecessor | Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 195,031 | |
Predecessor | Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 137,354 | |
Predecessor | Corporate Segment And Eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $36,730 |
Litigation_and_Contingencies_D
Litigation and Contingencies (Details) (USD $) | Mar. 27, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | site | site |
Successor | ||
Site Contingency [Line Items] | ||
Reserve for environmental loss contingencies | $1.10 | |
Accrual For Environmental Loss Contingencies, Number Of Sites | 2 | |
Predecessor | ||
Site Contingency [Line Items] | ||
Reserve for environmental loss contingencies | $1.10 | |
Accrual For Environmental Loss Contingencies, Number Of Sites | 2 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended |
Mar. 27, 2015 | Apr. 01, 2015 | Jun. 26, 2015 | |
Successor | |||
Subsequent Event [Line Items] | |||
Preferred stock cash dividends | $900,000 | ||
Successor | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Preferred stock cash dividends per share | $20 | ||
Preferred stock cash dividends | 900,000 | ||
Chief Financial Officer | Scenario, Forecast | |||
Subsequent Event [Line Items] | |||
Severance costs | 1,100,000 | ||
Restricted Stock Units (RSUs) | Successor | |||
Subsequent Event [Line Items] | |||
Allocated share-based compensation expense | 800,000 | ||
Restricted Stock Units (RSUs) | Chief Financial Officer | Scenario, Forecast | |||
Subsequent Event [Line Items] | |||
Allocated share-based compensation expense | $800,000 |