Document and Entity Information
Document and Entity Information Document and Entity Information - shares | 6 Months Ended | |
Jun. 26, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Jason Industries, Inc. | |
Entity Central Index Key | 1,579,252 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 26, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 22,189,336 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Successor | ||||
Net sales | $ 187,578 | $ 363,414 | ||
Cost of goods sold | 145,954 | 282,843 | ||
Gross profit | 41,624 | 80,571 | ||
Selling and administrative expenses | 32,521 | 64,014 | ||
(Gain) loss on disposals of property, plant and equipment - net | (4) | 22 | ||
Restructuring | 1,010 | 2,714 | ||
Transaction-related expenses | 710 | 886 | ||
Operating income | 7,387 | 12,935 | ||
Interest expense | (7,918) | (15,424) | ||
Equity income | 260 | 542 | ||
Gain from sale of joint ventures | 0 | 0 | ||
Other income - net | 50 | 85 | ||
(Loss) income before income taxes | (221) | (1,862) | ||
Tax provision (benefit) | 644 | (103) | ||
Net (loss) income | (865) | (1,759) | ||
Less net loss attributable to noncontrolling interests | (146) | (297) | ||
Net (loss) income attributable to Jason Industries | (719) | (1,462) | ||
Accretion of preferred stock dividends | 900 | 1,800 | ||
Net (loss) income available to common shareholders of Jason Industries | $ (1,619) | $ (3,262) | ||
Per Share Data [Abstract] | ||||
Net income per share available to common shareholders: Basic and Diluted (in dollars per share) | $ (0.07) | $ (0.15) | ||
Weighted-average shares outstanding, Basic and Diluted (in shares) | 22,011 | 22,001 | ||
Predecessor | ||||
Net sales | $ 190,615 | $ 377,151 | ||
Cost of goods sold | 148,993 | 293,485 | ||
Gross profit | 41,622 | 83,666 | ||
Selling and administrative expenses | 27,263 | 55,175 | ||
(Gain) loss on disposals of property, plant and equipment - net | 215 | 338 | ||
Restructuring | 1,907 | 2,554 | ||
Transaction-related expenses | 3,233 | 4,774 | ||
Operating income | 9,004 | 20,825 | ||
Interest expense | (3,724) | (7,219) | ||
Equity income | 516 | 831 | ||
Gain from sale of joint ventures | 0 | 3,508 | ||
Other income - net | 29 | 107 | ||
(Loss) income before income taxes | 5,825 | 18,052 | ||
Tax provision (benefit) | 588 | 5,080 | ||
Net (loss) income | 5,237 | 12,972 | ||
Less net loss attributable to noncontrolling interests | 0 | 0 | ||
Net (loss) income attributable to Jason Industries | 5,237 | 12,972 | ||
Accretion of preferred stock dividends | 0 | 0 | ||
Net (loss) income available to common shareholders of Jason Industries | $ 5,237 | $ 12,972 | ||
Per Share Data [Abstract] | ||||
Net income per share available to common shareholders: Basic and Diluted (in dollars per share) | $ 5,237,000 | $ 12,972,000 | ||
Weighted-average shares outstanding, Basic and Diluted (in shares) | 1 | 1 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Successor | ||||
Net (loss) income | $ (865) | $ (1,759) | ||
Other comprehensive (loss) income: | ||||
Employee retirement plan adjustments, net of tax | 0 | 0 | ||
Cumulative foreign currency translation adjustments associated with joint ventures sold | 0 | 0 | ||
Foreign currency translation adjustments | 1,852 | (8,042) | ||
Total other comprehensive income (loss) | 1,852 | (8,042) | ||
Comprehensive income (loss) | 987 | (9,801) | ||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 167 | (1,656) | ||
Comprehensive income (loss) attributable to Jason Industries | $ 820 | $ (8,145) | ||
Predecessor | ||||
Net (loss) income | $ 5,237 | $ 12,972 | ||
Other comprehensive (loss) income: | ||||
Employee retirement plan adjustments, net of tax | 48 | 105 | ||
Cumulative foreign currency translation adjustments associated with joint ventures sold | 0 | (591) | ||
Foreign currency translation adjustments | (592) | (463) | ||
Total other comprehensive income (loss) | (544) | (949) | ||
Comprehensive income (loss) | 4,693 | 12,023 | ||
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | ||
Comprehensive income (loss) attributable to Jason Industries | $ 4,693 | $ 12,023 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 32,967 | $ 62,279 |
Accounts receivable - net of allowances for doubtful accounts of $2,296 at June 26, 2015 and $2,415 at December 31, 2014 | 102,418 | 80,080 |
Inventories - net | 82,994 | 80,546 |
Deferred income taxes | 10,750 | 11,105 |
Other current assets | 24,199 | 23,087 |
Total current assets | 253,328 | 257,097 |
Property, plant and equipment - net of accumulated depreciation of $27,147 at June 26, 2015 and $12,920 at December 31, 2014 | 197,799 | 176,478 |
Goodwill | 163,586 | 156,106 |
Other intangible assets - net | 202,871 | 198,683 |
Other assets - net | 20,810 | 21,040 |
Total assets | 838,394 | 809,404 |
Current liabilities | ||
Current portion of long-term debt | 6,259 | 5,375 |
Accounts payable | 62,925 | 57,704 |
Accrued compensation and employee benefits | 21,718 | 14,035 |
Accrued interest | 6,724 | 199 |
Other current liabilities | 24,850 | 21,759 |
Total current liabilities | 122,476 | 99,072 |
Long-term debt | 428,443 | 415,306 |
Deferred income taxes | 92,223 | 91,205 |
Other long-term liabilities | 19,474 | 21,146 |
Total liabilities | $ 662,616 | $ 626,729 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at June 26, 2015 and December 31, 2014) | $ 45,000 | $ 45,000 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 22,058,399 shares at June 26, 2015 and 21,990,666 shares at December 31, 2014) | 2 | 2 |
Additional paid-in capital | 143,216 | 140,312 |
Retained deficit | (23,001) | (21,539) |
Accumulated other comprehensive loss | (18,748) | (12,065) |
Shareholders' equity attributable to Jason Industries | 146,469 | 151,710 |
Noncontrolling interests | 29,309 | 30,965 |
Total equity | 175,778 | 182,675 |
Total liabilities and equity | $ 838,394 | $ 809,404 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 2,296 | $ 2,415 |
Accumulated depreciation | $ 27,147 | $ 12,920 |
Common Stock, Par (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 120,000,000 | 120,000,000 |
Common Stock, shares issued | 22,058,399 | 21,990,666 |
Common Stock, shares outstanding | 22,058,399 | 21,990,666 |
Preferred Stock, Par (in dollars per share) | $ 0.0001 | $ 0.0001 |
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 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | |
Successor | ||
Cash flows from operating activities | ||
Net (loss) income | $ (1,759) | |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | ||
Depreciation | 14,659 | |
Amortization of intangible assets | 7,228 | |
Amortization of deferred financing costs and debt discount | 1,504 | |
Equity income | (542) | |
Deferred income taxes | (4,692) | |
Loss on disposals of property, plant and equipment - net | 22 | |
Gain from sale of joint ventures | 0 | |
Non-cash stock compensation | 4,952 | |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (20,031) | |
Inventories | 3,755 | |
Other current assets | (3,085) | |
Accounts payable | 4,173 | |
Accrued compensation and employee benefits | 6,638 | |
Accrued interest | 6,526 | |
Accrued income taxes | 2,521 | |
Other - net | (614) | |
Total adjustments | 23,014 | |
Net cash provided by operating activities | 21,255 | |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 78 | |
Proceeds from sale of joint ventures | 0 | |
Payments for property, plant and equipment | (15,318) | |
Acquisition of business, net of cash acquired | (34,763) | |
Acquisitions of patents | (105) | |
Other investing activities | 0 | |
Net cash (used) provided by investing activities | (50,108) | |
Cash flows from financing activities | ||
Proceeds from U.S. revolving loans | 0 | |
Payments of U.S. revolving loans | 0 | |
Proceeds from other long-term debt | 5,031 | |
Payments of other long-term debt | (1,378) | |
Payments of preferred stock dividends | (1,800) | |
Net cash provided by financing activities | 1,078 | |
Effect of exchange rate changes on cash and cash equivalents | (1,537) | |
Net (decrease) increase in cash and cash equivalents | (29,312) | |
Cash and cash equivalents, beginning of period | 62,279 | |
Cash and cash equivalents, end of period | 32,967 | |
Supplemental disclosure of cash flow information | ||
Accretion of preferred stock dividends | 900 | |
Successor | Previous Term Loan | Secured Debt | ||
Cash flows from financing activities | ||
Payment of capitalized debt issuance costs | 0 | |
Payment of secured debt | (775) | |
Successor | Senior Secured Facility 2013 | Secured Debt | ||
Cash flows from financing activities | ||
Payment of secured debt | $ 0 | |
Predecessor | ||
Cash flows from operating activities | ||
Net (loss) income | $ 12,972 | |
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | ||
Depreciation | 10,125 | |
Amortization of intangible assets | 2,727 | |
Amortization of deferred financing costs and debt discount | 426 | |
Equity income | (831) | |
Deferred income taxes | (4,476) | |
Loss on disposals of property, plant and equipment - net | 338 | |
Gain from sale of joint ventures | (3,508) | |
Non-cash stock compensation | 97 | |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (20,632) | |
Inventories | (5,602) | |
Other current assets | 1,249 | |
Accounts payable | 6,498 | |
Accrued compensation and employee benefits | 1,141 | |
Accrued interest | (2,716) | |
Accrued income taxes | 4,398 | |
Other - net | 2,035 | |
Total adjustments | (8,731) | |
Net cash provided by operating activities | 4,241 | |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 159 | |
Proceeds from sale of joint ventures | 11,500 | |
Payments for property, plant and equipment | (10,998) | |
Acquisition of business, net of cash acquired | 0 | |
Acquisitions of patents | (33) | |
Other investing activities | (490) | |
Net cash (used) provided by investing activities | 138 | |
Cash flows from financing activities | ||
Proceeds from U.S. revolving loans | 64,725 | |
Payments of U.S. revolving loans | (53,725) | |
Proceeds from other long-term debt | 1,383 | |
Payments of other long-term debt | (3,868) | |
Payments of preferred stock dividends | 0 | |
Net cash provided by financing activities | 6,896 | |
Effect of exchange rate changes on cash and cash equivalents | (122) | |
Net (decrease) increase in cash and cash equivalents | 11,153 | |
Cash and cash equivalents, beginning of period | 16,318 | |
Cash and cash equivalents, end of period | 27,471 | |
Supplemental disclosure of cash flow information | ||
Accretion of preferred stock dividends | 0 | |
Predecessor | Previous Term Loan | Secured Debt | ||
Cash flows from financing activities | ||
Payment of capitalized debt issuance costs | (444) | |
Payment of secured debt | 0 | |
Predecessor | Senior Secured Facility 2013 | Secured Debt | ||
Cash flows from financing activities | ||
Payment of secured debt | $ (1,175) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Shareholders' Equity - 6 months ended Jun. 26, 2015 - Successor - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Shareholders' Equity Attributable to Jason Industries, Inc. | Noncontrolling Interest |
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 | (1,800) | (1,800) | (1,800) | |||||
Stock compensation expense | 4,952 | 4,952 | 4,952 | |||||
Tax withholding related to vesting of restricted stock units | (248) | (248) | (248) | |||||
Net (loss) income | (1,759) | (1,462) | (1,462) | (297) | ||||
Foreign currency translation adjustments | (8,042) | (6,683) | (6,683) | (1,359) | ||||
Balance at June 26, 2015, Successor at Jun. 26, 2015 | $ 175,778 | $ 45,000 | $ 2 | $ 143,216 | $ (23,001) | $ (18,748) | $ 146,469 | $ 29,309 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 26, 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”), including 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, buffing compounds, and abrasives). 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 the Company’s 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 the 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 date 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 were 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
Consummation of Business Combin
Consummation of Business Combination | 6 Months Ended |
Jun. 26, 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 and six months ended June 27, 2014 , the Company incurred approximately $3.2 million and $4.8 million , respectively, 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 $4.8 million and $9.8 million , respectively, of transaction-related expenses incurred in the three and six months ended June 27, 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 June 27, 2014 Six Months Ended June 27, 2014 Net sales $ 190,615 $ 377,151 Net income attributable to common shareholders of Jason Industries $ 1,650 $ 3,537 The Company 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 - net 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 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 six months ended June 26, 2015 . |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 26, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions DRONCO GmbH (“DRONCO”) On May 29, 2015, the Company acquired all of the outstanding shares of DRONCO. DRONCO is a European manufacturer of bonded abrasives. These abrasives are being manufactured and distributed by the finishing segment. The Company paid cash consideration of $34.4 million , net of cash acquired, and, pursuant to the transaction, assumed certain liabilities. The related purchase agreement includes customary representations, warranties and covenants between the named parties. The acquisition was accounted for using the acquisition method. The operating results and cash flows of DRONCO are included in the Company’s condensed consolidated financial statements from May 29, 2015, the date the Company entered into the purchase agreement. The Company has recorded a preliminary allocation of the purchase price for tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the May 29, 2015 acquisition date. The preliminary consideration and preliminary purchase price allocation is as follows: Calculation of Purchase Price Cash $ 34,938 Debt 11,031 Purchase consideration $ 45,969 Preliminary Purchase Price Allocation Cash and cash equivalents $ 524 Accounts receivable 3,430 Inventories - net 7,156 Deferred income taxes - current (net) 89 Other current assets 1,495 Property, plant and equipment 23,931 Goodwill 8,828 Other intangible assets 11,715 Other assets - net 42 Current liabilities (4,650 ) Deferred income taxes (net) (6,439 ) Other long-term liabilities (152 ) Total purchase price $ 45,969 The preliminary purchase price allocation resulted in goodwill of $8.8 million in the finishing segment, of which none is deductible for tax purposes. Goodwill generated from DRONCO is primarily attributable to expected synergies from leveraging the finishing segment’s global distribution and sales network and cross-selling of DRONCO’s product portfolio to the finish segment’s customer base. The preliminary values allocated to other intangible assets and the weighted average useful lives are as follows: Gross Carrying Amount Weighted Average Useful Life (years) Customer relationships $ 8,560 15 Tradenames 3,155 15 $ 11,715 The preliminary allocation of the purchase price is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustments to reflect the final valuations. The Company recognized $0.9 million of acquisition-related costs that were expensed in the six months ended June 26, 2015. These costs are included in the condensed consolidated statements of operations as “Transaction-related expenses”. During the three months ended June 26, 2015, $3.5 million of net sales from DRONCO were included in the Company’s condensed consolidated statements of operations. Pro forma historical results of operations related to the acquisition of DRONCO have not been presented as they are not material to the Company’s condensed consolidated statements of operations. Herold Partco 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 are now 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 | 6 Months Ended |
Jun. 26, 2015 | |
Equity Method Investments and Joint Ventures [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 allows Jason to purchase product at established prices over the agreement’s three -year term. |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 26, 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 the consolidation and closure of plant facilities, employee relocation and lease termination costs. During the three and six months ended June 26, 2015 , the Company incurred $1.0 million and $2.7 million of restructuring charges, respectively. During the three and six months ended June 27, 2014 , the Company incurred $1.9 million and $2.6 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 costs Lease termination costs Other costs Total Balance - December 31, 2014, Successor $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 831 905 978 2,714 Cash payments (400 ) (533 ) (882 ) (1,815 ) Non-cash charges and other 269 — (193 ) 76 Balance - June 26, 2015, Successor $ 788 $ 1,428 $ — $ 2,216 Severance costs Lease termination costs Other costs Total Balance - December 31, 2013, Predecessor $ 1,112 $ 818 $ 65 $ 1,995 Current period restructuring charges 629 631 1,294 2,554 Cash payments (1,088 ) (104 ) (899 ) (2,091 ) Balance - June 27, 2014, Predecessor $ 653 $ 1,345 $ 460 $ 2,458 The accruals for severance presented above relate to costs incurred in the finishing and acoustics segments as of the period ended June 26, 2015. 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 six months ended June 26, 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 June 26, 2015 and December 31, 2014 , $ 0.5 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 | 6 Months Ended |
Jun. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consisted of the following: Successor June 26, 2015 December 31, 2014 Raw material $ 43,704 $ 42,803 Work-in-process 4,963 5,572 Finished goods 34,327 32,171 Total Inventories $ 82,994 $ 80,546 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 26, 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 businesses — 8,876 — — 8,876 Foreign currency impact — (1,076 ) (320 ) — (1,396 ) Balance as of June 26, 2015 (Successor) $ 58,139 $ 42,408 $ 29,856 $ 33,183 $ 163,586 The Company’s other intangible assets consisted of the following: Successor June 26, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,946 $ (403 ) $ 2,543 $ 2,841 $ (200 ) $ 2,641 Customer relationships 146,773 (9,627 ) 137,146 138,864 (4,846 ) 134,018 Trademarks and other intangibles 67,650 (4,468 ) 63,182 64,162 (2,138 ) 62,024 Total amortized other intangible assets $ 217,369 $ (14,498 ) $ 202,871 $ 205,867 $ (7,184 ) $ 198,683 |
Debt
Debt | 6 Months Ended |
Jun. 26, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The Company’s debt consisted of the following: Successor June 26, 2015 December 31, 2014 First Lien Term Loans $ 308,450 $ 309,225 Debt discount on First Lien Term Loans (3,266 ) (3,538 ) Second Lien Term Loans 110,000 110,000 Debt discount on Second Lien Term Loans (3,248 ) (3,480 ) Foreign debt 21,066 6,515 Capital lease obligations 1,700 1,959 Total debt 434,702 420,681 Less: Current portion (6,259 ) (5,375 ) Total long-term debt $ 428,443 $ 415,306 Senior Secured Credit Facilities As of June 26, 2015, the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) includes (i) term loans in an aggregate principal amount of $308.5 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 is 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 exceeds 25 percent of the revolving credit commitments at the end of any fiscal quarter, Jason Incorporated 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 June 26, 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 June 26, 2015 , the Company had a total of $36.2 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $3.8 million , which reduce availability under the facility. Foreign debt At June 26, 2015 and December 31, 2014 , the Company had $21.1 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 $18.6 million and $5.2 million as of June 26, 2015 and December 31, 2014 , respectively), Mexico (approximately $1.8 million and $0.0 million as of June 26, 2015 and December 31, 2014 , respectively), and Brazil (approximately $0.6 million and $1.1 million as of June 26, 2015 and December 31, 2014 , respectively). These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $3.3 million and $0.1 million to $2.6 million as of June 26, 2015 and December 31, 2014 , respectively. In connection with the acquisition of DRONCO, the Company assumed $11.0 million of long-term debt comprised of term loan borrowings totaling $8.5 million and revolving line of credit borrowings totaling $2.5 million . Borrowings bear interest at rates ranging from 2.3% to 4.6% and are subject to repayment in varying amounts through 2030. |
Share Based Compensation
Share Based Compensation | 6 Months Ended |
Jun. 26, 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 members of the Board of Directors. 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. Share based compensation expense is reported in selling and administrative expenses in the Company’s condensed consolidated statements of operations. There were 3,473,435 shares of common stock reserved and authorized for issuance under the 2014 Plan. At June 26, 2015 , 607,690 shares of common stock remain authorized and available for future grant under the 2014 Plan. The Company recognized the following share-based compensation expense during the three and six months ended June 26, 2015 : June 26, 2015 Three Months Ended Six Months Ended Compensation Expense: Restricted Stock Units $ 795 $ 1,579 Adjusted EBITDA Vesting Awards 725 1,434 Stock Price Vesting Awards 493 1,063 2,013 4,076 Impact of accelerated vesting (1) 876 876 Total share-based compensation expense $ 2,889 $ 4,952 Total income tax benefit recognized $ 942 $ 1,722 (1) Represents the impact of the acceleration of certain vesting schedules for restricted stock units and stock price vesting awards related to the transition of the Company’s CFO. As of June 26, 2015 , total unrecognized compensation cost related to share-based compensation awards was approximately $10.3 million , net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 1.9 years. The following table sets forth the restricted and performance share unit activity during the six months ended June 26, 2015 : Restricted Stock Units Adjusted EBITDA Vesting Awards Stock Price Vesting Awards Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 762,075 $ 10.49 1,215,704 $ 10.49 810,469 $ 3.54 Granted 52,102 7.70 91,178 7.70 60,785 1.08 Vested (104,204 ) 10.49 — — — — Forfeited or expired — — (126,567 ) 10.49 — — Nonvested at June 26, 2015 709,973 $ 10.29 1,180,315 $ 10.27 871,254 $ 3.36 Restricted Stock Units As of June 26, 2015 , there was $4.5 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 2.0 years. In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the three and six months ended June 26, 2015 , 36,471 shares with an aggregate value of $0.2 million were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying condensed consolidated statements of shareholders’ equity. Performance Share Units Adjusted EBITDA Vesting Awards Compensation expense for cumulative Adjusted EBITDA based performance share unit awards is currently being recognized based on an estimated payout of 100% of target or 786,876 shares. As of June 26, 2015 , there was $5.2 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 2.0 years. Stock Price Vesting Awards As of June 26, 2015 , there was $0.6 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. The following summarizes the assumptions used in the Monte Carlo option pricing model to value stock price vesting awards granted during the six months ended June 26, 2015 : Risk-free interest rate 0.24% - 1.33% Weighted average volatility 27.0 % Dividend yield — |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 26, 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 Six Months Ended Three Months Ended Six Months Ended Net (loss) income per share attributable to Jason Industries common shareholders Basic and diluted income (loss) per share $ (0.07 ) $ (0.15 ) $ 5,237 $ 12,972 Numerator: Net (loss) income available to common shareholders of Jason Industries $ (1,619 ) $ (3,262 ) $ 5,237 $ 12,972 Denominator: Basic and diluted weighted-average shares outstanding 22,011 22,001 1 1 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 — — Conversion of Series A 8% Perpetual Convertible Preferred 3,653 3,653 — — Conversion of JPHI Rollover Shares convertible to Jason Industries common stock 3,486 3,486 — — Restricted stock units 710 710 — — Performance share units 2,052 2,052 — — Total 23,895 23,895 — — 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 are 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 | 6 Months Ended |
Jun. 26, 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 (291.4) %, and 10.1% for the three months ended June 26, 2015 and June 27, 2014, respectively. The effective income tax rate was 5.5% and 28.1% for the six months ended June 26, 2015 and June 27, 2014, respectively. The effective income tax rate for 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, and discrete items. Net discrete tax expense for the three months ended June 26, 2015 was impacted by $0.2 million and $0.3 million due to foreign losses and non-deductible transaction costs, respectively, in foreign jurisdictions for which no tax benefit was recognized, and the recognition of $0.1 million of deferred tax assets related to the vesting of restricted stock units for which no tax benefit will be realized. Net discrete tax expense for the three and six months ended June 27, 2014 was immaterial. The amount of gross unrecognized tax benefits was $3.0 million and $2.7 million at June 26, 2015 and December 31, 2014, respectively. Of the $3.0 million of unrecognized tax benefits, $1.3 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 June 26, 2015 and December 31, 2014. |
Equity
Equity | 6 Months Ended |
Jun. 26, 2015 | |
Equity [Abstract] | |
Equity | 12. Equity The changes in the components of accumulated other comprehensive income (loss), net of taxes, for the six months ended June 26, 2015 and June 27, 2014 are as follows: Employee retirement plan adjustments Foreign currency translation adjustments Total Balance at December 31, 2014, Successor $ (1,434 ) $ (10,631 ) $ (12,065 ) Other comprehensive loss before reclassifications — (6,683 ) (6,683 ) Balance at June 26, 2015, Successor $ (1,434 ) $ (17,314 ) $ (18,748 ) Employee Foreign currency Total Balance at December 31, 2013, Predecessor $ (156 ) $ 630 $ 474 Amount reclassified from accumulated other comprehensive income 105 — 105 Cumulative foreign currency translation adjustments associated with joint ventures sold — (591 ) (591 ) Foreign currency translation adjustments — (463 ) (463 ) Balance at June 27, 2014, Predecessor $ (51 ) $ (424 ) $ (475 ) 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 . 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 . |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 6 Months Ended |
Jun. 26, 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 Six Months Ended Three Months Ended Six Months Ended Net sales Seating $ 51,909 $ 102,869 $ 52,587 $ 104,878 Finishing 46,646 89,496 50,109 96,692 Acoustics 56,052 106,973 56,923 109,930 Components 32,971 64,076 30,996 65,651 $ 187,578 $ 363,414 $ 190,615 $ 377,151 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 Six Months Ended Three Months Ended Six Months Ended Segment Adjusted EBITDA Seating $ 9,311 $ 17,271 $ 9,557 $ 17,668 Finishing 6,727 13,038 7,529 13,532 Acoustics 7,338 12,192 5,237 9,676 Components 5,529 10,702 4,474 11,013 $ 28,905 $ 53,203 $ 26,797 $ 51,889 Interest expense, including intercompany (379 ) (790 ) (678 ) (1,269 ) Depreciation and amortization (11,414 ) (21,767 ) (6,500 ) (12,796 ) (Loss) gain on disposal of property, plant and equipment - net 4 (22 ) (214 ) (336 ) Restructuring (1,010 ) (2,714 ) (1,907 ) (2,554 ) Transaction-related expenses (789 ) (789 ) (242 ) (242 ) Integration and other restructuring costs 258 (204 ) (1,927 ) (2,575 ) Gain from sale of joint ventures — — — 3,508 Total segment income before income taxes 15,575 26,917 15,329 35,625 Corporate general and administrative expenses (5,384 ) (8,976 ) (3,438 ) (7,032 ) Corporate interest expense, including intercompany (7,539 ) (14,634 ) (3,046 ) (5,950 ) Corporate depreciation (63 ) (120 ) (29 ) (57 ) Corporate transaction-related expenses 79 (97 ) (2,991 ) (4,532 ) Corporate loss on disposal of property, plant and equipment — — — (2 ) Corporate share based compensation (2,889 ) (4,952 ) — — Consolidated (loss) income before taxes $ (221 ) $ (1,862 ) $ 5,825 $ 18,052 Assets held by reportable segments is as follows: Successor June 26, 2015 December 31, 2014 Assets Seating $ 221,248 $ 219,215 Finishing 264,842 221,074 Acoustics 207,505 195,031 Components 133,225 137,354 Total segments 826,820 772,674 Corporate and eliminations 11,574 36,730 Consolidated $ 838,394 $ 809,404 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 26, 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. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $430.8 million as of June 26, 2015 . As of December 31, 2014 , the fair value of total debt approximated its recorded value. The Company considers the inputs related to these estimations to be Level 2 fair value measurements. |
Litigation and Contingencies
Litigation and Contingencies | 6 Months Ended |
Jun. 26, 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 June 26, 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 26, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Jason was part of a Management Services Agreement with Saw Mill Capital LLC (“Saw Mill”) and Falcon Investment Advisors, LLC (“FIA”, together with Saw Mill, the “Service Providers”), affiliates of Jason’s majority shareholders, which terminated upon consummation of the Business Combination. Management fees and related expenses paid to the Service Providers under this agreement were approximately $0.6 million for the six months ended June 29, 2014. In addition, during the period January 1, 2014 through June 29, 2014 the Company incurred sale transaction fees of $5.4 million which were paid to the Service Providers on June 30, 2014 upon completion of the Business Combination. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 26, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On July 1, 2015 , the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on May 15, 2015, totaling $0.9 million . |
Description of Business and B25
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 26, 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 the Company’s 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 the 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 date 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 were 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 May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers." Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
Consummation of Business Comb26
Consummation of Business Combination (Tables) | 6 Months Ended |
Jun. 26, 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 June 27, 2014 Six Months Ended June 27, 2014 Net sales $ 190,615 $ 377,151 Net income attributable to common shareholders of Jason Industries $ 1,650 $ 3,537 |
Business Acquisitions, Purchase Price Allocation | The calculation of the purchase price allocation is as follows: Purchase Price Allocation Cash and cash equivalents $ 11,049 Accounts receivable 97,693 Inventories - net 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 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 Preliminary Purchase Price Allocation Cash and cash equivalents $ 524 Accounts receivable 3,430 Inventories - net 7,156 Deferred income taxes - current (net) 89 Other current assets 1,495 Property, plant and equipment 23,931 Goodwill 8,828 Other intangible assets 11,715 Other assets - net 42 Current liabilities (4,650 ) Deferred income taxes (net) (6,439 ) Other long-term liabilities (152 ) Total purchase price $ 45,969 Calculation of Purchase Price Cash $ 34,938 Debt 11,031 Purchase consideration $ 45,969 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions, Purchase Price Allocation | The calculation of the purchase price allocation is as follows: Purchase Price Allocation Cash and cash equivalents $ 11,049 Accounts receivable 97,693 Inventories - net 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 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 Preliminary Purchase Price Allocation Cash and cash equivalents $ 524 Accounts receivable 3,430 Inventories - net 7,156 Deferred income taxes - current (net) 89 Other current assets 1,495 Property, plant and equipment 23,931 Goodwill 8,828 Other intangible assets 11,715 Other assets - net 42 Current liabilities (4,650 ) Deferred income taxes (net) (6,439 ) Other long-term liabilities (152 ) Total purchase price $ 45,969 Calculation of Purchase Price Cash $ 34,938 Debt 11,031 Purchase consideration $ 45,969 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary values allocated to other intangible assets and the weighted average useful lives are as follows: Gross Carrying Amount Weighted Average Useful Life (years) Customer relationships $ 8,560 15 Tradenames 3,155 15 $ 11,715 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring liability: Severance costs Lease termination costs Other costs Total Balance - December 31, 2014, Successor $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 831 905 978 2,714 Cash payments (400 ) (533 ) (882 ) (1,815 ) Non-cash charges and other 269 — (193 ) 76 Balance - June 26, 2015, Successor $ 788 $ 1,428 $ — $ 2,216 Severance costs Lease termination costs Other costs Total Balance - December 31, 2013, Predecessor $ 1,112 $ 818 $ 65 $ 1,995 Current period restructuring charges 629 631 1,294 2,554 Cash payments (1,088 ) (104 ) (899 ) (2,091 ) Balance - June 27, 2014, Predecessor $ 653 $ 1,345 $ 460 $ 2,458 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories consisted of the following: Successor June 26, 2015 December 31, 2014 Raw material $ 43,704 $ 42,803 Work-in-process 4,963 5,572 Finished goods 34,327 32,171 Total Inventories $ 82,994 $ 80,546 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 26, 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 businesses — 8,876 — — 8,876 Foreign currency impact — (1,076 ) (320 ) — (1,396 ) Balance as of June 26, 2015 (Successor) $ 58,139 $ 42,408 $ 29,856 $ 33,183 $ 163,586 |
Schedule of Other Intangible Assets | The Company’s other intangible assets consisted of the following: Successor June 26, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,946 $ (403 ) $ 2,543 $ 2,841 $ (200 ) $ 2,641 Customer relationships 146,773 (9,627 ) 137,146 138,864 (4,846 ) 134,018 Trademarks and other intangibles 67,650 (4,468 ) 63,182 64,162 (2,138 ) 62,024 Total amortized other intangible assets $ 217,369 $ (14,498 ) $ 202,871 $ 205,867 $ (7,184 ) $ 198,683 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Debt Disclosure [Abstract] | |
Revolving Loans and Other Long-Term Debt Instruments | The Company’s debt consisted of the following: Successor June 26, 2015 December 31, 2014 First Lien Term Loans $ 308,450 $ 309,225 Debt discount on First Lien Term Loans (3,266 ) (3,538 ) Second Lien Term Loans 110,000 110,000 Debt discount on Second Lien Term Loans (3,248 ) (3,480 ) Foreign debt 21,066 6,515 Capital lease obligations 1,700 1,959 Total debt 434,702 420,681 Less: Current portion (6,259 ) (5,375 ) Total long-term debt $ 428,443 $ 415,306 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The Company recognized the following share-based compensation expense during the three and six months ended June 26, 2015 : June 26, 2015 Three Months Ended Six Months Ended Compensation Expense: Restricted Stock Units $ 795 $ 1,579 Adjusted EBITDA Vesting Awards 725 1,434 Stock Price Vesting Awards 493 1,063 2,013 4,076 Impact of accelerated vesting (1) 876 876 Total share-based compensation expense $ 2,889 $ 4,952 Total income tax benefit recognized $ 942 $ 1,722 (1) Represents the impact of the acceleration of certain vesting schedules for restricted stock units and stock price vesting awards related to the transition of the Company’s CFO. |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table sets forth the restricted and performance share unit activity during the six months ended June 26, 2015 : Restricted Stock Units Adjusted EBITDA Vesting Awards Stock Price Vesting Awards Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Nonvested at December 31, 2014 762,075 $ 10.49 1,215,704 $ 10.49 810,469 $ 3.54 Granted 52,102 7.70 91,178 7.70 60,785 1.08 Vested (104,204 ) 10.49 — — — — Forfeited or expired — — (126,567 ) 10.49 — — Nonvested at June 26, 2015 709,973 $ 10.29 1,180,315 $ 10.27 871,254 $ 3.36 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following summarizes the assumptions used in the Monte Carlo option pricing model to value stock price vesting awards granted during the six months ended June 26, 2015 : Risk-free interest rate 0.24% - 1.33% Weighted average volatility 27.0 % Dividend yield — |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 26, 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 Six Months Ended Three Months Ended Six Months Ended Net (loss) income per share attributable to Jason Industries common shareholders Basic and diluted income (loss) per share $ (0.07 ) $ (0.15 ) $ 5,237 $ 12,972 Numerator: Net (loss) income available to common shareholders of Jason Industries $ (1,619 ) $ (3,262 ) $ 5,237 $ 12,972 Denominator: Basic and diluted weighted-average shares outstanding 22,011 22,001 1 1 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 — — Conversion of Series A 8% Perpetual Convertible Preferred 3,653 3,653 — — Conversion of JPHI Rollover Shares convertible to Jason Industries common stock 3,486 3,486 — — Restricted stock units 710 710 — — Performance share units 2,052 2,052 — — Total 23,895 23,895 — — |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 26, 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 six months ended June 26, 2015 and June 27, 2014 are as follows: Employee retirement plan adjustments Foreign currency translation adjustments Total Balance at December 31, 2014, Successor $ (1,434 ) $ (10,631 ) $ (12,065 ) Other comprehensive loss before reclassifications — (6,683 ) (6,683 ) Balance at June 26, 2015, Successor $ (1,434 ) $ (17,314 ) $ (18,748 ) Employee Foreign currency Total Balance at December 31, 2013, Predecessor $ (156 ) $ 630 $ 474 Amount reclassified from accumulated other comprehensive income 105 — 105 Cumulative foreign currency translation adjustments associated with joint ventures sold — (591 ) (591 ) Foreign currency translation adjustments — (463 ) (463 ) Balance at June 27, 2014, Predecessor $ (51 ) $ (424 ) $ (475 ) |
Business Segments, Geographic35
Business Segments, Geographic and Customer Information (Tables) | 6 Months Ended |
Jun. 26, 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 Six Months Ended Three Months Ended Six Months Ended Net sales Seating $ 51,909 $ 102,869 $ 52,587 $ 104,878 Finishing 46,646 89,496 50,109 96,692 Acoustics 56,052 106,973 56,923 109,930 Components 32,971 64,076 30,996 65,651 $ 187,578 $ 363,414 $ 190,615 $ 377,151 |
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 Six Months Ended Three Months Ended Six Months Ended Segment Adjusted EBITDA Seating $ 9,311 $ 17,271 $ 9,557 $ 17,668 Finishing 6,727 13,038 7,529 13,532 Acoustics 7,338 12,192 5,237 9,676 Components 5,529 10,702 4,474 11,013 $ 28,905 $ 53,203 $ 26,797 $ 51,889 Interest expense, including intercompany (379 ) (790 ) (678 ) (1,269 ) Depreciation and amortization (11,414 ) (21,767 ) (6,500 ) (12,796 ) (Loss) gain on disposal of property, plant and equipment - net 4 (22 ) (214 ) (336 ) Restructuring (1,010 ) (2,714 ) (1,907 ) (2,554 ) Transaction-related expenses (789 ) (789 ) (242 ) (242 ) Integration and other restructuring costs 258 (204 ) (1,927 ) (2,575 ) Gain from sale of joint ventures — — — 3,508 Total segment income before income taxes 15,575 26,917 15,329 35,625 Corporate general and administrative expenses (5,384 ) (8,976 ) (3,438 ) (7,032 ) Corporate interest expense, including intercompany (7,539 ) (14,634 ) (3,046 ) (5,950 ) Corporate depreciation (63 ) (120 ) (29 ) (57 ) Corporate transaction-related expenses 79 (97 ) (2,991 ) (4,532 ) Corporate loss on disposal of property, plant and equipment — — — (2 ) Corporate share based compensation (2,889 ) (4,952 ) — — Consolidated (loss) income before taxes $ (221 ) $ (1,862 ) $ 5,825 $ 18,052 |
Reconciliation of Assets from Segment to Consolidated | Assets held by reportable segments is as follows: Successor June 26, 2015 December 31, 2014 Assets Seating $ 221,248 $ 219,215 Finishing 264,842 221,074 Acoustics 207,505 195,031 Components 133,225 137,354 Total segments 826,820 772,674 Corporate and eliminations 11,574 36,730 Consolidated $ 838,394 $ 809,404 |
Description of Business and B36
Description of Business and Basis of Presentation (Details) - Jun. 26, 2015 - Successor | segmentcountry |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Number of countries Jason in | country | 14 |
Quarterly period | 91 days |
Consummation of Business Comb37
Consummation of Business Combination (Details) - Successor $ in Millions | Jun. 30, 2014USD ($)shares | Jun. 26, 2015USD ($) | Jun. 27, 2014USD ($) | Jun. 26, 2015USD ($) | Jun. 27, 2014USD ($) |
Jason | |||||
Business Acquisition [Line Items] | |||||
Total purchase price | $ 536 | ||||
Transaction costs | $ 3.2 | $ 4.8 | |||
Percentage of voting interests acquired | 83.10% | ||||
Noncontrolling interest, percentage of voting interests following acquisition | 16.90% | ||||
Rollover equity conversion ratio | 1 | ||||
Jason | Acquisition-related Costs | |||||
Business Acquisition [Line Items] | |||||
Pro forma revenue | $ 4.8 | $ 9.8 | |||
JPHI Holdings, Inc. | Jason | |||||
Business Acquisition [Line Items] | |||||
Percentage of voting interests acquired | 100.00% | ||||
Noncontrolling Interest, Ownership Of Shares By Noncontrolling Owners | shares | 3,485,623 | ||||
Series A Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Preferred stock, dividend rate, percentage | 8.00% | ||||
Series A Preferred Stock | Jason | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Ownership Of Shares By Noncontrolling Owners | shares | 45,000 | ||||
Preferred stock, dividend rate, percentage | 8.00% |
Consummation of Business Comb38
Consummation of Business Combination - Pro Forma Information (Details) - Jun. 27, 2014 - Predecessor - Jason - USD ($) $ in Thousands | Total | Total |
Business Acquisition, Pro Forma Information [Abstract] | ||
Pro forma revenue | $ 190,615 | $ 377,151 |
Net income attributable to common shareholders of Jason Industries | $ 1,650 | $ 3,537 |
Consummation of Business Comb39
Consummation of Business Combination - Purchase Price Allocation (Details) - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 163,586 | $ 156,106 | |
Jason | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 11,049 | ||
Accounts receivable | 97,693 | ||
Inventories - net | 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 | 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 |
Acquisitions (Details)
Acquisitions (Details) - Successor - USD ($) | May. 29, 2015 | Mar. 25, 2015 | Jun. 26, 2015 | Jun. 26, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Cash consideration paid for acquisition | $ 34,763,000 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Transaction-related expenses | $ 710,000 | 886,000 | |||
Net sales | 187,578,000 | 363,414,000 | |||
Goodwill | 163,586,000 | 163,586,000 | $ 156,106,000 | ||
Finishing | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Net sales | 46,646,000 | 89,496,000 | |||
Goodwill | 42,408,000 | 42,408,000 | $ 34,608,000 | ||
DRONCO | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid for acquisition | $ 34,400,000 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Cash | 34,938,000 | ||||
Debt | 11,031,000 | ||||
Purchase consideration | 45,969,000 | ||||
Intangible assets acquired, gross carrying amount | 11,715,000 | ||||
Transaction-related expenses | $ 900,000 | ||||
Net sales | $ 3,500,000 | ||||
Goodwill | 8,828,000 | ||||
Other intangible assets | 11,715,000 | ||||
Inventories - net | 7,156,000 | ||||
DRONCO | Finishing | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Goodwill deductible for tax purposes | 0 | ||||
Goodwill | 8,800,000 | ||||
DRONCO | Customer Relationships | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets acquired, gross carrying amount | $ 8,560,000 | ||||
Intangible assets acquired, weighted average useful life | 15 years | ||||
DRONCO | Trade Names | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Intangible assets acquired, gross carrying amount | $ 3,155,000 | ||||
Intangible assets acquired, weighted average useful life | 15 years | ||||
Herold Partco Manufacturing, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Purchase consideration | $ 400,000 | ||||
Goodwill | 100,000 | ||||
Other intangible assets | 200,000 | ||||
Inventories - net | $ 100,000 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | May. 29, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 163,586 | $ 156,106 | |
Finishing | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 42,408 | $ 34,608 | |
DRONCO | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 524 | ||
Accounts receivable | 3,430 | ||
Inventories - net | 7,156 | ||
Deferred income taxes - current (net) | 89 | ||
Other current assets | 1,495 | ||
Property, plant and equipment | 23,931 | ||
Goodwill | 8,828 | ||
Other intangible assets | 11,715 | ||
Other assets - net | 42 | ||
Current liabilities | (4,650) | ||
Deferred income taxes (net) | (6,439) | ||
Other long-term liabilities | (152) | ||
Total purchase price | 45,969 | ||
DRONCO | Finishing | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 8,800 |
Sale of Joint Ventures (Details
Sale of Joint Ventures (Details) - Predecessor $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2014USD ($) | Jan. 31, 2014USD ($) | Mar. 28, 2014USD ($)Joint_Venture | Jun. 27, 2014USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments, ownership percentage | 50.00% | |||
Number of entities in disposal group | Joint_Venture | 2 | |||
Proceeds from sale of equity method investments | $ 11,500 | $ 11,500 | ||
Gain from sale of joint ventures | 3,508 | $ 3,508 | ||
Foreign currency transaction and translation reclassification adjustment from AOCI | $ 600 | |||
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 | |||
Joint Venture B | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of equity method investments | $ 4,000 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Successor | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | $ 1,241 | |||
Current period restructuring charges | $ 1,010 | 2,714 | ||
Cash payments | (1,815) | |||
Non-cash charges and other | 76 | |||
Restructuring Reserve Ending Balance | 2,216 | 2,216 | ||
Successor | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 88 | |||
Current period restructuring charges | 831 | |||
Cash payments | (400) | |||
Non-cash charges and other | 269 | |||
Restructuring Reserve Ending Balance | 788 | 788 | ||
Successor | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 1,056 | |||
Current period restructuring charges | 905 | |||
Cash payments | (533) | |||
Non-cash charges and other | 0 | |||
Restructuring Reserve Ending Balance | 1,428 | 1,428 | ||
Successor | Lease termination costs | Components And Finishing | Other Noncurrent Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 600 | |||
Restructuring Reserve Ending Balance | 500 | 500 | ||
Successor | Lease termination costs | Components And Finishing | Other Current Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 500 | |||
Restructuring Reserve Ending Balance | 900 | 900 | ||
Successor | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 97 | |||
Current period restructuring charges | 978 | |||
Cash payments | (882) | |||
Non-cash charges and other | (193) | |||
Restructuring Reserve Ending Balance | $ 0 | $ 0 | ||
Predecessor | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | $ 1,995 | |||
Current period restructuring charges | $ 1,907 | 2,554 | ||
Cash payments | (2,091) | |||
Restructuring Reserve Ending Balance | 2,458 | 2,458 | ||
Predecessor | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 1,112 | |||
Current period restructuring charges | 629 | |||
Cash payments | (1,088) | |||
Restructuring Reserve Ending Balance | 653 | 653 | ||
Predecessor | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 818 | |||
Current period restructuring charges | 631 | |||
Cash payments | (104) | |||
Restructuring Reserve Ending Balance | 1,345 | 1,345 | ||
Predecessor | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 65 | |||
Current period restructuring charges | 1,294 | |||
Cash payments | (899) | |||
Restructuring Reserve Ending Balance | $ 460 | $ 460 |
Inventories (Details)
Inventories (Details) - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw material | $ 43,704 | $ 42,803 |
Work-in-process | 4,963 | 5,572 |
Finished goods | 34,327 | 32,171 |
Total Inventories | $ 82,994 | $ 80,546 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Details) - Successor $ in Thousands | 6 Months Ended |
Jun. 26, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | $ 156,106 |
Acquisition of businesses | 8,876 |
Foreign currency impact | (1,396) |
Goodwill, End of Period | 163,586 |
Seating | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 58,139 |
Acquisition of businesses | 0 |
Foreign currency impact | 0 |
Goodwill, End of Period | 58,139 |
Finishing | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 34,608 |
Acquisition of businesses | 8,876 |
Foreign currency impact | (1,076) |
Goodwill, End of Period | 42,408 |
Acoustics | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 30,176 |
Acquisition of businesses | 0 |
Foreign currency impact | (320) |
Goodwill, End of Period | 29,856 |
Components | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 33,183 |
Acquisition of businesses | 0 |
Foreign currency impact | 0 |
Goodwill, End of Period | $ 33,183 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets Disclosure (Intangible Assets) (Details) - Successor - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 217,369 | $ 205,867 |
Accumulated Amortization | (14,498) | (7,184) |
Net | 202,871 | 198,683 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,946 | 2,841 |
Accumulated Amortization | (403) | (200) |
Net | 2,543 | 2,641 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 146,773 | 138,864 |
Accumulated Amortization | (9,627) | (4,846) |
Net | 137,146 | 134,018 |
Trademarks And Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 67,650 | 64,162 |
Accumulated Amortization | (4,468) | (2,138) |
Net | $ 63,182 | $ 62,024 |
Debt (Details)
Debt (Details) - Successor - USD ($) | Jun. 26, 2015 | Dec. 31, 2014 |
Debt Instruments [Abstract] | ||
Long-term debt including current maturities | $ 434,702,000 | $ 420,681,000 |
Current portion of long-term debt | (6,259,000) | (5,375,000) |
Long-term debt | 428,443,000 | 415,306,000 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 308,450,000 | 309,225,000 |
Unamortized discount | (3,266,000) | (3,538,000) |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 110,000,000 | 110,000,000 |
Unamortized discount | (3,248,000) | (3,480,000) |
Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 21,066,000 | 6,515,000 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 1,700,000 | $ 1,959,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - Successor | May. 29, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 26, 2015USD ($) | Dec. 31, 2014USD ($) |
DRONCO | ||||
Foreign Debt [Abstract] | ||||
Debt | $ 11,031,000 | |||
Minimum | DRONCO | ||||
Long-term Debt, Successor [Abstract] | ||||
Interest rate on acquired long-term debt | 2.30% | |||
Maximum | DRONCO | ||||
Long-term Debt, Successor [Abstract] | ||||
Interest rate on acquired long-term debt | 4.60% | |||
Revolving Credit Facility | DRONCO | ||||
Long-term Debt, Successor [Abstract] | ||||
Debt | $ 2,500,000 | |||
Eurodollar | Revolving Credit Facility | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 2.25% | |||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 3.25% | |||
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% | |||
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% | |||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 8.00% | |||
Term Loan | DRONCO | ||||
Long-term Debt, Successor [Abstract] | ||||
Debt | $ 8,500,000 | |||
Secured Debt | Revolving Credit Facility | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | |||
Line of credit facility, remaining borrowing capacity | $ 36,200,000 | |||
Outstanding letters of credit | $ 3,800,000 | |||
Secured Debt | First Lien Term Loan | ||||
Long-term Debt, Successor [Abstract] | ||||
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 | $ 308,450,000 | $ 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 | |||
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 | 21,066,000 | 6,515,000 | ||
Secured Debt | Individual Foreign Loans | Minimum | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 100,000 | 100,000 | ||
Secured Debt | Individual Foreign Loans | Maximum | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 3,300,000 | 2,600,000 | ||
Foreign Debt | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 21,066,000 | 6,515,000 | ||
Foreign Debt | GERMANY | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 18,600,000 | 5,200,000 | ||
Foreign Debt | MEXICO | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | 1,800,000 | 0 | ||
Foreign Debt | BRAZIL | ||||
Foreign Debt [Abstract] | ||||
Long-term debt | $ 600,000 | $ 1,100,000 |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) - Jun. 26, 2015 - Successor - USD ($) | Total | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Tax withholding related to vesting of restricted stock units | $ (248,000) | |
Risk-free interest rate, minimum | 0.24% | |
Risk-free interest rate, maximum | 1.33% | |
Weighted average volatility | 27.00% | |
Dividend yield | 0.00% | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense to be recognized in future periods | $ 4,500,000 | $ 4,500,000 |
Restricted stock outstanding, weighted average period for vesting | 2 years | |
Statutory tax withholding, shares | 36,471 | 36,471 |
Tax withholding related to vesting of restricted stock units | $ 246,543.96 | $ 200,000 |
Adjusted EBITDA Based Performance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense to be recognized in future periods | $ 5,200,000 | $ 5,200,000 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years | |
Estimated payout percent | 100.00% | |
Target shares for calculation of compensation expense | 786,876 | 786,876 |
Stock Price Based Performance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized share-based compensation expense to be recognized in future periods | $ 600,000 | $ 600,000 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 10 months 24 days | |
2014 Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Capital shares reserved for future issuance | 3,473,435 | 3,473,435 |
Common stock shares available for grant | 607,690 | 607,690 |
Unrecognized share-based compensation expense to be recognized in future periods | $ 10,300,000 | $ 10,300,000 |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 11 months 5 days |
Share Based Compensation - Comp
Share Based Compensation - Compensation Expense (Details) - Jun. 26, 2015 - Successor - USD ($) $ in Thousands | Total | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 2,013 | $ 4,076 |
Impact of accelerated vesting | 876 | 876 |
Total share-based compensation expense | 2,889 | 4,952 |
Income tax expense (benefit) from compensation expense | 942 | 1,722 |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 795 | 1,579 |
Adjusted EBITDA Based Performance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 725 | 1,434 |
Stock Price Based Performance | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 493 | $ 1,063 |
Share Based Compensation - Perf
Share Based Compensation - Performance and Restricted Share Units Activity (Details) - 6 months ended Jun. 26, 2015 - Successor - $ / shares | Total |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 2014 | 762,075 |
Granted | 52,102 |
Vested | (104,204) |
Forfeited or expired | 0 |
Nonvested at June 26, 2015 | 709,973 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested at December 31, 2014 | $ 10.49 |
Granted | 7.70 |
Vested | 10.49 |
Forfeited or expired | 0 |
Nonvested at June 26, 2015 | $ 10.29 |
Adjusted EBITDA Based Performance | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 2014 | 1,215,704 |
Granted | 91,178 |
Vested | 0 |
Forfeited or expired | (126,567) |
Nonvested at June 26, 2015 | 1,180,315 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested at December 31, 2014 | $ 10.49 |
Granted | 7.70 |
Vested | 0 |
Forfeited or expired | 10.49 |
Nonvested at June 26, 2015 | $ 10.27 |
Stock Price Based Performance | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 2014 | 810,469 |
Granted | 60,785 |
Vested | 0 |
Forfeited or expired | 0 |
Nonvested at June 26, 2015 | 871,254 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested at December 31, 2014 | $ 3.54 |
Granted | 1.08 |
Vested | 0 |
Forfeited or expired | 0 |
Nonvested at June 26, 2015 | $ 3.36 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Predecessor | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Basic and diluted income (loss) per share | $ 5,237,000 | $ 12,972,000 | ||
Net (loss) income available to common shareholders of Jason Industries | $ 5,237 | $ 12,972 | ||
Basic and diluted weighted-average shares outstanding | 1 | 1 | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 0 | 0 | ||
Successor | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Basic and diluted income (loss) per share | $ (0.07) | $ (0.15) | ||
Net (loss) income available to common shareholders of Jason Industries | $ (1,619) | $ (3,262) | ||
Basic and diluted weighted-average shares outstanding | 22,011 | 22,001 | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 23,895 | 23,895 | ||
Successor | Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred stock, dividend rate, percentage | 8.00% | |||
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 | 13,994 | ||
Successor | Equity Option | Series A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator: | 3,653 | 3,653 | ||
Successor | Equity Option | Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator: | 3,486 | 3,486 | ||
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: | 710 | 710 | ||
Successor | Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator: | 2,052 | 2,052 |
Income Taxes (Details)
Income Taxes (Details) - Successor - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | |||||
Effective income tax rate | (291.40%) | 10.10% | 5.50% | 28.10% | |
Income tax reconciliation, foreign losses | $ 0.2 | ||||
Unrecognized tax benefits | 3 | $ 3 | $ 2.7 | ||
Unrecognized tax benefits that would impact effective tax rate | 1.3 | 1.3 | |||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense, non-deductible transaction costs | 0.3 | ||||
Restricted Stock Units (RSUs) | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax assets related to vesting of units | $ 0.1 | $ 0.1 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 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 | (6,683) | |||
Foreign currency translation adjustments | $ 1,852 | (8,042) | ||
Accumulated other comprehensive income (loss) Ending Balance | (18,748) | (18,748) | ||
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) | (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 | (6,683) | |||
Accumulated other comprehensive income (loss) Ending Balance | $ (17,314) | $ (17,314) | ||
Predecessor | ||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | ||||
Accumulated other comprehensive income (loss) Beginning Balance | $ 474 | |||
Foreign currency translation adjustments | $ (592) | (463) | ||
Accumulated other comprehensive income (loss) Ending Balance | (475) | (475) | ||
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 | 105 | |||
Accumulated other comprehensive income (loss) Ending Balance | (51) | (51) | ||
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 | $ (424) | $ (424) |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - Successor - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2015 | Jan. 01, 2015 | Jun. 26, 2015 |
Class of Stock Disclosures [Abstract] | |||
Preferred stock cash dividends | $ 1,800 | ||
Series A Preferred Stock | |||
Class of Stock Disclosures [Abstract] | |||
Dividends declared per share | $ 20 | $ 20 | |
Preferred stock cash dividends | $ 900 | $ 900 |
Business Segments, Geographic56
Business Segments, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015USD ($) | Jun. 27, 2014USD ($) | Jun. 26, 2015USD ($)segment | Jun. 27, 2014USD ($) | |
Successor | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 187,578 | $ 363,414 | ||
Number of reportable segments | segment | 4 | |||
Successor | Seating | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 51,909 | $ 102,869 | ||
Successor | Finishing | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 46,646 | 89,496 | ||
Successor | Acoustics | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 56,052 | 106,973 | ||
Successor | Components | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 32,971 | $ 64,076 | ||
Predecessor | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 190,615 | $ 377,151 | ||
Predecessor | Seating | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 52,587 | 104,878 | ||
Predecessor | Finishing | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 50,109 | 96,692 | ||
Predecessor | Acoustics | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 56,923 | 109,930 | ||
Predecessor | Components | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 30,996 | $ 65,651 |
Business Segments, Geographic57
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 26, 2015 | Jun. 27, 2014 | Mar. 28, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Successor | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Interest expense | $ (7,918) | $ (15,424) | |||
(Loss) gain on disposal of property, plant and equipment - net | 4 | (22) | |||
Non-cash stock compensation | (4,952) | ||||
Restructuring | (1,010) | (2,714) | |||
Transaction-related expenses | (710) | (886) | |||
Gain from sale of joint ventures | 0 | ||||
(Loss) income before income taxes | (221) | (1,862) | |||
Successor | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 28,905 | 53,203 | |||
Interest expense | (379) | (790) | |||
Depreciation and amortization | (11,414) | (21,767) | |||
(Loss) gain on disposal of property, plant and equipment - net | 4 | (22) | |||
Restructuring | (1,010) | (2,714) | |||
Transaction-related expenses | (789) | (789) | |||
Integration and other restructuring costs | 258 | (204) | |||
Gain from sale of joint ventures | 0 | 0 | |||
(Loss) income before income taxes | 15,575 | 26,917 | |||
Successor | Corporate Segment And Eliminations | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Corporate general and administrative expenses | (5,384) | (8,976) | |||
Interest expense | (7,539) | (14,634) | |||
Depreciation and amortization | (63) | (120) | |||
(Loss) gain on disposal of property, plant and equipment - net | 0 | 0 | |||
Non-cash stock compensation | (2,889) | (4,952) | |||
Transaction-related expenses | 79 | (97) | |||
Successor | Seating | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 9,311 | 17,271 | |||
Successor | Finishing | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 6,727 | 13,038 | |||
Successor | Acoustics | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 7,338 | 12,192 | |||
Successor | Components | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | $ 5,529 | $ 10,702 | |||
Predecessor | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Interest expense | $ (3,724) | $ (7,219) | |||
(Loss) gain on disposal of property, plant and equipment - net | (215) | (338) | |||
Non-cash stock compensation | (97) | ||||
Restructuring | (1,907) | (2,554) | |||
Transaction-related expenses | (3,233) | (4,774) | |||
Gain from sale of joint ventures | $ 3,508 | 3,508 | |||
(Loss) income before income taxes | 5,825 | 18,052 | |||
Predecessor | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 26,797 | 51,889 | |||
Interest expense | (678) | (1,269) | |||
Depreciation and amortization | (6,500) | (12,796) | |||
(Loss) gain on disposal of property, plant and equipment - net | (214) | (336) | |||
Restructuring | (1,907) | (2,554) | |||
Transaction-related expenses | (242) | (242) | |||
Integration and other restructuring costs | (1,927) | (2,575) | |||
Gain from sale of joint ventures | 0 | 3,508 | |||
(Loss) income before income taxes | 15,329 | 35,625 | |||
Predecessor | Corporate Segment And Eliminations | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Corporate general and administrative expenses | (3,438) | (7,032) | |||
Interest expense | (3,046) | (5,950) | |||
Depreciation and amortization | (29) | (57) | |||
(Loss) gain on disposal of property, plant and equipment - net | 0 | (2) | |||
Non-cash stock compensation | 0 | 0 | |||
Transaction-related expenses | (2,991) | (4,532) | |||
Predecessor | Seating | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 9,557 | 17,668 | |||
Predecessor | Finishing | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 7,529 | 13,532 | |||
Predecessor | Acoustics | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | 5,237 | 9,676 | |||
Predecessor | Components | Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Income Before Income Taxes, Depreciation And Amortization | $ 4,474 | $ 11,013 |
Business Segments, Geographic58
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 31, 2014 |
Successor | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 838,394 | $ 809,404 |
Successor | Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 826,820 | |
Successor | Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 221,248 | |
Successor | Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 264,842 | |
Successor | Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 207,505 | |
Successor | Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 133,225 | |
Successor | Corporate Segment And Eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 11,574 | |
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 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Jun. 26, 2015USD ($) |
Successor | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term debt, fair value | $ 430.8 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) - Successor $ in Millions | Jun. 26, 2015USD ($)site | Dec. 31, 2014USD ($)site |
Site Contingency [Line Items] | ||
Reserve for environmental loss contingencies | $ | $ 1.1 | $ 1.1 |
Accrual For Environmental Loss Contingencies, Number Of Sites | 2 | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jun. 30, 2014 | Jun. 29, 2014 |
Successor | Limited Liability Company | ||
Related Party Transaction [Line Items] | ||
Transaction-related expenses | $ 5.4 | |
Predecessor | Management Fee | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related parties | $ 0.6 |
Subsequent Events (Details)
Subsequent Events (Details) - Successor - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2015 | Apr. 01, 2015 | Jan. 01, 2015 | Jun. 26, 2015 |
Subsequent Event [Line Items] | ||||
Preferred stock cash dividends | $ 1,800 | |||
Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share | $ 20 | $ 20 | ||
Preferred stock cash dividends | $ 900 | $ 900 | ||
Series A Preferred Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Dividends declared per share | $ 20 | |||
Preferred stock cash dividends | $ 900 |
Uncategorized Items - jasn-2015
Label | Element | Value |
Predecessor [Member] | ||
Income (Loss) from Equity Method Investments | us-gaap_IncomeLossFromEquityMethodInvestments | $ 516 |