Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 01, 2016 | May. 06, 2016 | |
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 | Apr. 1, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 22,328,869 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Statement of Financial Position [Abstract] | ||
Net sales | $ 190,974 | $ 175,836 |
Cost of goods sold | 153,083 | 136,889 |
Gross profit | 37,891 | 38,947 |
Selling and administrative expenses | 32,301 | 31,493 |
Loss on disposals of property, plant and equipment - net | 703 | 26 |
Restructuring | 2,717 | 1,704 |
Transaction-related expenses | 0 | 176 |
Operating income | 2,170 | 5,548 |
Interest expense | (8,024) | (7,506) |
Equity income | 169 | 282 |
Other income - net | 118 | 35 |
Loss before income taxes | (5,567) | (1,641) |
Tax benefit | (2,551) | (747) |
Net loss | (3,016) | (894) |
Less net loss attributable to noncontrolling interests | (510) | (151) |
Net loss attributable to Jason Industries | (2,506) | (743) |
Accretion of preferred stock dividends | 900 | 900 |
Net loss available to common shareholders of Jason Industries | $ (3,406) | $ (1,643) |
Per Share Data [Abstract] | ||
Net loss per share attributable to Jason Industries common shareholders | $ (0.15) | $ (0.07) |
Weighted-average number of common shares outstanding, Basic and Diluted (in shares) | 22,388 | 21,991 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,016,000) | $ (894,000) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 3,276,000 | (9,894,000) |
Net change in unrealized losses on cash flow hedges, net of tax expense of ($1,284) for 2016 and $0 for 2015 | (2,099,000) | 0 |
Total other comprehensive income (loss) | 1,177,000 | (9,894,000) |
Comprehensive loss | (1,839,000) | (10,788,000) |
Less: Comprehensive loss attributable to noncontrolling interests | (311,000) | (1,823,000) |
Comprehensive loss attributable to Jason Industries | (1,528,000) | (8,965,000) |
Unrealized losses on cash flow hedges, tax expense | $ 1,284 | $ 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 37,382 | $ 35,944 |
Accounts receivable - net of allowances for doubtful accounts of $2,673 at April 1, 2016 and $2,524 at December 31, 2015 | 98,052 | 79,088 |
Inventories - net | 79,220 | 80,432 |
Other current assets | 27,926 | 30,903 |
Total current assets | 242,580 | 226,367 |
Property, plant and equipment - net of accumulated depreciation of $51,632 at April 1, 2016 and $44,254 at December 31, 2015 | 193,399 | 196,150 |
Goodwill | 107,442 | 106,170 |
Other intangible assets - net | 156,049 | 157,915 |
Other assets - net | 10,072 | 10,490 |
Total assets | 709,542 | 697,092 |
Current liabilities | ||
Current portion of long-term debt | 6,202 | 6,186 |
Accounts payable | 66,914 | 56,838 |
Accrued compensation and employee benefits | 25,683 | 18,750 |
Accrued interest | 150 | 75 |
Other current liabilities | 27,520 | 28,733 |
Total current liabilities | 126,469 | 110,582 |
Long-term debt | 427,367 | 426,150 |
Deferred income taxes | 54,817 | 57,247 |
Other long-term liabilities | 18,093 | 18,119 |
Total liabilities | $ 626,746 | $ 612,098 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at April 1, 2016 and December 31, 2015) | $ 45,000 | $ 45,000 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 22,326,982 shares at April 1, 2016 and 22,295,003 shares at December 31, 2015) | 2 | 2 |
Additional paid-in capital | 143,174 | 143,533 |
Retained deficit | (98,503) | (95,997) |
Accumulated other comprehensive loss | (20,478) | (21,456) |
Shareholders’ equity attributable to Jason Industries | 69,195 | 71,082 |
Noncontrolling interests | 13,601 | 13,912 |
Total equity | 82,796 | 84,994 |
Total liabilities and equity | $ 709,542 | $ 697,092 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,673 | $ 2,524 |
Accumulated depreciation | $ 51,632 | $ 44,254 |
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 | 22,326,982 | 22,295,003 |
Common Stock, shares outstanding | 22,326,982 | 22,295,003 |
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 (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (3,016) | $ (894) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 7,218 | 6,843 |
Amortization of intangible assets | 3,079 | 3,568 |
Amortization of deferred financing costs and debt discount | 752 | 753 |
Equity income | (169) | (282) |
Deferred income taxes | (1,880) | (2,713) |
Loss on disposals of property, plant and equipment - net | 703 | 26 |
Non-cash stock compensation | 576 | 2,063 |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (18,238) | (24,186) |
Inventories | 2,164 | (1,153) |
Other current assets | 2,202 | (1,157) |
Accounts payable | 10,755 | 8,818 |
Accrued compensation and employee benefits | 6,729 | 2,829 |
Accrued interest | 75 | 6,460 |
Accrued income taxes | (1,057) | 1,083 |
Other - net | 376 | 1,154 |
Total adjustments | 13,285 | 4,106 |
Net cash provided by operating activities | 10,269 | 3,212 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 91 | 18 |
Payments for property, plant and equipment | (6,449) | (7,235) |
Acquisitions of business, net of cash acquired | 0 | (350) |
Acquisitions of patents | (31) | (69) |
Net cash used in investing activities | (6,389) | (7,636) |
Cash flows from financing activities | ||
Proceeds from other long-term debt | 2,874 | 228 |
Payments of other long-term debt | (2,630) | (612) |
Payments of preferred stock dividends | (1,800) | (900) |
Other financing activities - net | (35) | 0 |
Net cash used in financing activities | (2,366) | (1,284) |
Effect of exchange rate changes on cash and cash equivalents | (76) | (1,643) |
Net increase (decrease) in cash and cash equivalents | 1,438 | (7,351) |
Cash and cash equivalents, beginning of period | 35,944 | 62,279 |
Cash and cash equivalents, end of period | 37,382 | 54,928 |
Supplemental disclosure of cash flow information | ||
Accrued purchases of property, plant and equipment | 709 | 1,590 |
Accretion of preferred stock dividends | 0 | 900 |
Secured Debt | First Lien Term Loan | ||
Cash flows from financing activities | ||
Payments of First Lien term loan | $ (775) | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - 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 |
Beginning balance at Dec. 31, 2014 | $ 182,675 | $ 45,000 | $ 2 | $ 140,312 | $ (21,539) | $ (12,065) | $ 151,710 | $ 30,965 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (900) | (900) | (900) | |||||
Stock compensation expense | 2,063 | 2,063 | 2,063 | |||||
Net loss | (894) | (743) | (743) | (151) | ||||
Foreign currency translation adjustments | (9,894) | (8,222) | (8,222) | (1,672) | ||||
Net changes in unrealized losses on cash flow hedges | 0 | |||||||
Ending balance at Mar. 27, 2015 | 173,050 | 45,000 | 2 | 141,475 | (22,282) | (20,287) | 143,908 | 29,142 |
Beginning balance at Dec. 31, 2015 | 84,994 | 45,000 | 2 | 143,533 | (95,997) | (21,456) | 71,082 | 13,912 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (900) | (900) | (900) | |||||
Stock compensation expense | 576 | 576 | 576 | |||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (3,016) | (2,506) | (2,506) | (510) | ||||
Foreign currency translation adjustments | 3,276 | 2,723 | 2,723 | 553 | ||||
Net changes in unrealized losses on cash flow hedges | (2,099) | (1,745) | (1,745) | (354) | ||||
Ending balance at Apr. 01, 2016 | $ 82,796 | $ 45,000 | $ 2 | $ 143,174 | $ (98,503) | $ (20,478) | $ 69,195 | $ 13,601 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Apr. 01, 2016 | |
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 global industrial manufacturing company with four reportable segments: seating, finishing, acoustics, and components. The segments have operations within the United States and 14 foreign countries. Through these segments, the Company is a global or domestic leader in a number of product categories. The Company is a leading producer of seating for the motorcycle and off-road vehicle sectors, and a leading 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 manufacturer of industrial consumables (brushes, buffing wheels and buffing compounds) and abrasives. The Company also manufactures precision components, expanded and perforated metal, and slip-resistant walking surfaces. 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, 2015 . 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 2016 , the Company’s fiscal quarters are comprised of the three months ending April 1 , July 1 , September 30 and December 31 . In 2015 , the Company’s fiscal quarters were comprised of the three months ended March 27 , June 26 , September 25 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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “ Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). This standard requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. The standard does not affect the recognition and measurement of debt issuance costs; therefore, the amortization of such costs will continue to be reported as interest expense. For public entities, ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The new guidance is to be applied on a retrospective basis to all prior periods. The Company adopted ASU 2015-03 effective April 1, 2016. Accordingly, $9.1 million of debt issuance costs, previously included within other long-term assets, have been reclassified as a reduction of long-term debt on the December 31, 2015 consolidated balance sheet. In August 2015, the FASB issued ASU 2015-15, “ Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements ” (“ASU 2015-15”). ASU 2015-15 indicates that previously issued guidance did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs as assets and amortizing the deferred costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. The guidance is effective for annual reporting periods beginning after December 15, 2015. The Company adopted ASU 2015-15 effective April 1, 2016. There was no impact to previously reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, condensed consolidated balance sheets, or condensed consolidated statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This standard simplifies several aspects of the accounting for share-based payment award transactions, including recognition of income tax consequences of stock compensation, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. For public entities, ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permissible in any interim or annual period. The Company early adopted ASU 2016-09 effective April 1, 2016. As a result of the adoption, there was an immaterial impact to the condensed consolidated statement of cash flows for the period ended April 1, 2016 and no impact to the condensed consolidated statement of cash flows for the period ended March 27, 2015. There was no impact to reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, or condensed consolidated balance sheets for the periods ended April 1, 2016 and March 27, 2015. The adoption will result in reclassification of cash paid for shares withheld for taxes from operating to financing activities on the consolidated statement of cash flows for comparative periods in future quarters. The impact of the reclassification will be an increase in operating activities and decrease in financing activities of $0.2 million , $0.7 million , and $1.1 million for the six month period ended June 26, 2015, the nine month period ended September 25, 2015, and the twelve month period ended December 31, 2015, respectively. |
Acquisitions
Acquisitions | 3 Months Ended |
Apr. 01, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 2. 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. No adjustments were made to the purchase price allocation during the three months ended April 1, 2016 . During the three months ended April 1, 2016 , $9.5 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. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Apr. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 3. Restructuring Costs During the first quarter of 2016, as part of a strategic review of organizational structure and operations, the Company announced a global cost reduction and restructuring program (the “2016 program”). The 2016 program, as used herein, refers to costs related to various restructuring activities across business segments. This includes entering into severance and termination agreements with employees and footprint rationalization activities, including exit and relocation costs for the consolidation and closure of plant facilities and lease termination costs. These activities will be ongoing during 2016 and are expected to be completed in 2017. In 2015, the Company incurred certain restructuring costs related to 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. These costs related to decisions that preceded the 2016 program and are therefore not considered to be part of such plan. During the three months ended April 1, 2016 , the Company incurred $2.7 million of restructuring costs under the 2016 program. By segment, such costs totaled $1.3 million within the Finishing segment, $0.7 million within the Acoustics segment, $0.6 million within the Components segment, and $0.1 million in the Corporate segment. During the three months ended March 27, 2015 , the Company incurred $1.7 million of restructuring charges. By segment, such costs totaled $0.3 million within the Finishing segment and $1.4 million within the Acoustics segment. These restructuring costs are presented separately on the condensed consolidated statements of operations. The following table presents the restructuring liabilities, including both the 2016 program and previous activities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 2,613 104 — 2,717 Cash payments (1,195 ) (344 ) — (1,539 ) Balance - April 1, 2016 $ 2,012 $ 798 $ — $ 2,810 Severance costs Lease termination costs Other costs Total Balance - December 31, 2014 $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 141 905 658 1,704 Cash payments (7 ) (150 ) (755 ) (912 ) Balance - March 27, 2015 $ 222 $ 1,811 $ — $ 2,033 The accruals for severance presented above are expected to be paid during the next twelve months and are recorded within other current liabilities on the condensed consolidated balance sheets. During the three months ended April 1, 2016 , the accrual for lease termination costs of $0.8 million relates to restructuring costs within the acoustics segment due to the 2015 closure of the Norwalk facility and restructuring costs associated with a 2016 lease termination in the finishing segment. At April 1, 2016 and December 31, 2015 , accruals for lease termination costs of $ 0.2 million and $ 0.3 million , respectively, are recorded within other long-term liabilities and $ 0.6 million and $ 0.7 million , respectively, are recorded within other current liabilities on the condensed consolidated balance sheets. |
Inventories
Inventories | 3 Months Ended |
Apr. 01, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: April 1, 2016 December 31, 2015 Raw material $ 39,006 $ 40,310 Work-in-process 6,259 4,809 Finished goods 33,955 35,313 Total Inventories $ 79,220 $ 80,432 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Apr. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill by reporting segment was as follows: Finishing Acoustics Components Total Balance as of December 31, 2015 $ 43,229 $ 29,758 $ 33,183 $ 106,170 Foreign currency impact 1,112 160 — 1,272 Balance as of April 1, 2016 $ 44,341 $ 29,918 $ 33,183 $ 107,442 The Company’s other amortizable intangible assets consisted of the following: April 1, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,833 $ (147 ) $ 1,686 $ 1,800 $ (62 ) $ 1,738 Customer relationships 111,512 (10,785 ) 100,727 110,722 (8,745 ) 101,977 Trademarks and other intangibles 59,479 (5,843 ) 53,636 58,962 (4,762 ) 54,200 Total amortized other intangible assets $ 172,824 $ (16,775 ) $ 156,049 $ 171,484 $ (13,569 ) $ 157,915 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 3 Months Ended |
Apr. 01, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 6. Debt and Hedging Instruments The Company’s debt consisted of the following: April 1, 2016 December 31, 2015 First Lien Term Loans $ 305,350 $ 306,125 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (5,761 ) (6,010 ) Deferred financing costs on Term Loans (8,691 ) (9,087 ) Foreign debt 31,061 29,731 Capital lease obligations 1,610 1,577 Total debt 433,569 432,336 Less: Current portion (6,202 ) (6,186 ) Total long-term debt $ 427,367 $ 426,150 Senior Secured Credit Facilities As of April 1, 2016 , the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) included (i) term loans in an aggregate principal amount of $305.4 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 the London Interbank Offered Rate (“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, an indirect majority-owned subsidiary of the Company, 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 April 1, 2016 , 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 April 1, 2016 , the Company had a total of $35.6 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $4.4 million , which reduce availability under the facility. Foreign debt At April 1, 2016 and December 31, 2015 , the Company had $31.1 million and $29.7 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 $29.1 million and $27.6 million as of April 1, 2016 and December 31, 2015 , respectively), Mexico (approximately $1.3 million and $1.5 million as of April 1, 2016 and December 31, 2015 , respectively), and Brazil (approximately $0.4 million and $0.4 million as of April 1, 2016 and December 31, 2015 , respectively). These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $13.7 million and $0.1 million to $13.1 million as of April 1, 2016 and December 31, 2015 , respectively. In connection with the acquisition of DRONCO, the Company assumed $11.0 million of debt comprised of term loan borrowings totaling $8.5 million and revolving line of credit borrowings totaling $2.5 million . Borrowings bear interest at fixed and variable rates ranging from 2.3% to 4.6% and are subject to repayment in varying amounts through 2030. During the third quarter of 2015, the Company entered into a new $13.5 million term loan in Germany. Borrowings bear interest at a fixed rate of 2.25% and are subject to repayment in equal quarterly amounts of approximately $0.4 million beginning September 30, 2017 through June 30, 2025. Interest Rate Hedge Contracts To manage exposure to fluctuations in interest rates, the Company entered into forward starting interest rate swap agreements (“Swaps”) in 2015 with notional values totaling $210 million at April 1, 2016 and December 31, 2015 . The Swaps have been designated by the Company as cash flow hedges, and effectively fix the variable portion of interest rates on variable rate term loan borrowings at a rate of approximately 2.08% prior to financing spreads and related fees. The Swaps have a forward start date of December 30, 2016 and have an expiration date of June 30, 2020. The fair values of the Swaps totaled $3.7 million at April 1, 2016 and $0.3 million at December 31, 2015 , respectively. These amounts were recorded in other current liabilities at April 1, 2016 and other long-term liabilities at December 31, 2015 in the consolidated balance sheets. In 2015 there was no interest expense recognized. The Company will begin recognizing interest expense related to the interest rate hedge contracts in 2017. |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Apr. 01, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 7. Share Based Compensation In 2014, 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 (“RSUs”) 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 April 1, 2016 , 614,041 shares of common stock remain authorized and available for future grant under the 2014 Plan. The Company recognized the following share-based compensation expense: Three Months Ended April 1, 2016 March 27, 2015 Compensation Expense: Restricted Stock Units $ 254 $ 785 Adjusted EBITDA Vesting Awards 20 708 Stock Price Vesting Awards 29 570 ROIC Vesting Awards 45 — 348 2,063 Impact of accelerated vesting 228 — Total share-based compensation expense $ 576 $ 2,063 Total income tax benefit recognized $ 214 $ 774 As of April 1, 2016 , total unrecognized compensation cost related to share-based compensation awards was approximately $2.4 million , which the Company expects to recognize over a weighted average period of approximately 1.8 years. The following table sets forth the restricted and performance share unit activity: Restricted Stock Units Adjusted EBITDA Vesting Awards Stock Price Vesting Awards ROIC Vesting Awards Units (thousands) Weighted-Average Grant-Date Fair Value 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, 2015 401 $ 8.70 871 $ 9.81 878 $ 3.27 — $ — Granted 74 3.46 — — — — 381 3.46 Vested (41 ) 10.49 — — — — — — Forfeited (64 ) 9.83 (122 ) 10.49 (30 ) 3.54 (29 ) 3.46 Nonvested at April 1, 2016 370 $ 7.27 749 $ 9.47 848 $ 3.26 352 $ 3.46 Restricted Stock Units As of April 1, 2016 , there was $1.1 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 1.4 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 months ended April 1, 2016 , 8,545 shares 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 62.5% of target or 301,382 shares. As of April 1, 2016 , there was $0.5 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 1.3 years. There were no Adjusted EBITDA vesting awards granted during 2016. Stock Price Vesting Awards As of April 1, 2016 , there was $0.1 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 0.7 years. There were no stock price vesting awards granted during 2016. ROIC Vesting Awards In the first quarter of 2016, the Company granted performance share unit awards based on achievement of an average return on invested capital (“ROIC”) performance target during a three year measurement period. Performance share unit awards based on ROIC performance metrics are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 150% depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of three years. Compensation expense for ROIC based performance share unit awards is currently being recognized based on an estimated payout of 100.0% of target or 235,000 shares. As of April 1, 2016 , there was $0.8 million of unrecognized compensation expense related to ROIC based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 2.9 years. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Apr. 01, 2016 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 8. 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 certain “Rollover Shares” of JPHI Holdings Inc. (“JPHI”), a majority owned subsidiary of the Company, convertible into shares of Jason Industries. Such Rollover Shares were invested by former owners and management of JPHI prior to the Company’s acquisition of JPHI. 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: Three Months Ended April 1, 2016 March 27, 2015 Net loss per share attributable to Jason Industries common shareholders Basic and diluted income (loss) per share $ (0.15 ) $ (0.07 ) Numerator: Net loss available to common shareholders of Jason Industries $ (3,406 ) $ (1,643 ) Denominator: Basic and diluted weighted-average shares outstanding 22,388 21,991 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 302 762 Performance share units 1,185 2,026 Total 22,620 23,921 Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses available to the Company’s common shareholders for each of the periods presented, potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method, in accordance with Accounting Standards Codification Topic 260. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 01, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. 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 (loss), 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 was 45.8% and 45.5% for the three months ended April 1, 2016 and March 27, 2015 , respectively. The effective income tax rate for both 2016 and 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 was immaterial for the three months ended April 1, 2016 and March 27, 2015 . The amount of gross unrecognized tax benefits was $3.1 million and $2.9 million at April 1, 2016 and December 31, 2015 , respectively. Of the $3.1 million of unrecognized tax benefits, $1.7 million would reduce the Company’s effective tax rate if recognized. During the next twelve months, the Company believes it is reasonably possible that the amount of unrecognized tax benefits could decrease by $1.2 million . The Company recognizes interest and penalties related to tax matters in tax expense. The Company has an immaterial amount of accrued interest and penalties that were recognized as a component of the income tax provision at April 1, 2016 and December 31, 2015 . |
Equity
Equity | 3 Months Ended |
Apr. 01, 2016 | |
Equity [Abstract] | |
Equity | 10. Equity The changes in the components of accumulated other comprehensive loss, net of taxes, for the three months ended April 1, 2016 and March 27, 2015 are as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 2,723 (1,745 ) 978 Balance at April 1, 2016 $ (1,051 ) $ (17,514 ) $ (1,913 ) $ (20,478 ) Employee Foreign currency Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2014 $ (1,434 ) $ (10,631 ) $ — $ (12,065 ) Other comprehensive (loss) before reclassifications — (8,222 ) — (8,222 ) Balance at March 27, 2015 $ (1,434 ) $ (18,853 ) $ — $ (20,287 ) Series A Preferred Stock Dividends On January 1, 2016 , the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on November 15, 2015 , totaling $0.9 million . On April 1, 2016 , the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on February 15, 2016 , totaling $0.9 million . |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 3 Months Ended |
Apr. 01, 2016 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 11. 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: Three Months Ended April 1, 2016 March 27, 2015 Net sales Seating $ 51,950 $ 50,960 Finishing 50,276 42,850 Acoustics 61,911 50,921 Components 26,837 31,105 $ 190,974 $ 175,836 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. 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 (“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 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: Three Months Ended April 1, 2016 March 27, 2015 Segment Adjusted EBITDA Seating $ 6,629 $ 7,960 Finishing 5,229 6,311 Acoustics 6,615 4,854 Components 4,613 5,173 Total segment Adjusted EBITDA $ 23,086 $ 24,298 Interest expense (422 ) (410 ) Depreciation and amortization of intangible assets (10,205 ) (10,354 ) Loss on disposal of property, plant and equipment - net (703 ) (26 ) Restructuring (2,717 ) (1,704 ) Integration and other restructuring costs (1,589 ) (462 ) Total segment income before income taxes 7,450 11,342 Corporate general and administrative expenses (4,747 ) (3,591 ) Corporate interest expense (7,602 ) (7,096 ) Corporate depreciation (92 ) (57 ) Corporate transaction-related expenses — (176 ) Corporate share based compensation (576 ) (2,063 ) Consolidated loss before income taxes $ (5,567 ) $ (1,641 ) Assets held by reportable segments are as follows: April 1, 2016 December 31, 2015 Assets Seating $ 122,776 $ 119,019 Finishing 254,820 248,210 Acoustics 208,500 206,117 Components 125,929 124,480 Total segments 712,025 697,826 Corporate and eliminations (2,483 ) (734 ) Consolidated $ 709,542 $ 697,092 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 01, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. 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 $397.5 million as of April 1, 2016 . As of December 31, 2015 , the fair value of total debt was approximately $403.3 million . The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual term of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy. |
Litigation and Contingencies
Litigation and Contingencies | 3 Months Ended |
Apr. 01, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation and Contingencies | 13. Commitments 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 April 1, 2016 and December 31, 2015 , the Company held reserves of $1.0 million for environmental matters at one location. 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. |
Description of Business and B21
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Apr. 01, 2016 | |
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, 2015 . 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 2016 , the Company’s fiscal quarters are comprised of the three months ending April 1 , July 1 , September 30 and December 31 . In 2015 , the Company’s fiscal quarters were comprised of the three months ended March 27 , June 26 , September 25 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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “ Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). This standard requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of a deferred charge. The standard does not affect the recognition and measurement of debt issuance costs; therefore, the amortization of such costs will continue to be reported as interest expense. For public entities, ASU 2015-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The new guidance is to be applied on a retrospective basis to all prior periods. The Company adopted ASU 2015-03 effective April 1, 2016. Accordingly, $9.1 million of debt issuance costs, previously included within other long-term assets, have been reclassified as a reduction of long-term debt on the December 31, 2015 consolidated balance sheet. In August 2015, the FASB issued ASU 2015-15, “ Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements ” (“ASU 2015-15”). ASU 2015-15 indicates that previously issued guidance did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs as assets and amortizing the deferred costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. The guidance is effective for annual reporting periods beginning after December 15, 2015. The Company adopted ASU 2015-15 effective April 1, 2016. There was no impact to previously reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, condensed consolidated balance sheets, or condensed consolidated statements of cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This standard simplifies several aspects of the accounting for share-based payment award transactions, including recognition of income tax consequences of stock compensation, classification of awards as either equity or liabilities, accounting for forfeitures, and classification on the statement of cash flows. For public entities, ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permissible in any interim or annual period. The Company early adopted ASU 2016-09 effective April 1, 2016. As a result of the adoption, there was an immaterial impact to the condensed consolidated statement of cash flows for the period ended April 1, 2016 and no impact to the condensed consolidated statement of cash flows for the period ended March 27, 2015. There was no impact to reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, or condensed consolidated balance sheets for the periods ended April 1, 2016 and March 27, 2015. The adoption will result in reclassification of cash paid for shares withheld for taxes from operating to financing activities on the consolidated statement of cash flows for comparative periods in future quarters. The impact of the reclassification will be an increase in operating activities and decrease in financing activities of $0.2 million , $0.7 million , and $1.1 million for the six month period ended June 26, 2015, the nine month period ended September 25, 2015, and the twelve month period ended December 31, 2015, respectively. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring liabilities, including both the 2016 program and previous activities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 2,613 104 — 2,717 Cash payments (1,195 ) (344 ) — (1,539 ) Balance - April 1, 2016 $ 2,012 $ 798 $ — $ 2,810 Severance costs Lease termination costs Other costs Total Balance - December 31, 2014 $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 141 905 658 1,704 Cash payments (7 ) (150 ) (755 ) (912 ) Balance - March 27, 2015 $ 222 $ 1,811 $ — $ 2,033 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories consisted of the following: April 1, 2016 December 31, 2015 Raw material $ 39,006 $ 40,310 Work-in-process 6,259 4,809 Finished goods 33,955 35,313 Total Inventories $ 79,220 $ 80,432 |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reporting segment was as follows: Finishing Acoustics Components Total Balance as of December 31, 2015 $ 43,229 $ 29,758 $ 33,183 $ 106,170 Foreign currency impact 1,112 160 — 1,272 Balance as of April 1, 2016 $ 44,341 $ 29,918 $ 33,183 $ 107,442 |
Schedule of Other Intangible Assets | The Company’s other amortizable intangible assets consisted of the following: April 1, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,833 $ (147 ) $ 1,686 $ 1,800 $ (62 ) $ 1,738 Customer relationships 111,512 (10,785 ) 100,727 110,722 (8,745 ) 101,977 Trademarks and other intangibles 59,479 (5,843 ) 53,636 58,962 (4,762 ) 54,200 Total amortized other intangible assets $ 172,824 $ (16,775 ) $ 156,049 $ 171,484 $ (13,569 ) $ 157,915 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Loans and Other Long-Term Debt Instruments | The Company’s debt consisted of the following: April 1, 2016 December 31, 2015 First Lien Term Loans $ 305,350 $ 306,125 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (5,761 ) (6,010 ) Deferred financing costs on Term Loans (8,691 ) (9,087 ) Foreign debt 31,061 29,731 Capital lease obligations 1,610 1,577 Total debt 433,569 432,336 Less: Current portion (6,202 ) (6,186 ) Total long-term debt $ 427,367 $ 426,150 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
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: Three Months Ended April 1, 2016 March 27, 2015 Compensation Expense: Restricted Stock Units $ 254 $ 785 Adjusted EBITDA Vesting Awards 20 708 Stock Price Vesting Awards 29 570 ROIC Vesting Awards 45 — 348 2,063 Impact of accelerated vesting 228 — Total share-based compensation expense $ 576 $ 2,063 Total income tax benefit recognized $ 214 $ 774 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table sets forth the restricted and performance share unit activity: Restricted Stock Units Adjusted EBITDA Vesting Awards Stock Price Vesting Awards ROIC Vesting Awards Units (thousands) Weighted-Average Grant-Date Fair Value 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, 2015 401 $ 8.70 871 $ 9.81 878 $ 3.27 — $ — Granted 74 3.46 — — — — 381 3.46 Vested (41 ) 10.49 — — — — — — Forfeited (64 ) 9.83 (122 ) 10.49 (30 ) 3.54 (29 ) 3.46 Nonvested at April 1, 2016 370 $ 7.27 749 $ 9.47 848 $ 3.26 352 $ 3.46 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
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: Three Months Ended April 1, 2016 March 27, 2015 Net loss per share attributable to Jason Industries common shareholders Basic and diluted income (loss) per share $ (0.15 ) $ (0.07 ) Numerator: Net loss available to common shareholders of Jason Industries $ (3,406 ) $ (1,643 ) Denominator: Basic and diluted weighted-average shares outstanding 22,388 21,991 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 302 762 Performance share units 1,185 2,026 Total 22,620 23,921 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive loss, net of taxes, for the three months ended April 1, 2016 and March 27, 2015 are as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 2,723 (1,745 ) 978 Balance at April 1, 2016 $ (1,051 ) $ (17,514 ) $ (1,913 ) $ (20,478 ) Employee Foreign currency Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2014 $ (1,434 ) $ (10,631 ) $ — $ (12,065 ) Other comprehensive (loss) before reclassifications — (8,222 ) — (8,222 ) Balance at March 27, 2015 $ (1,434 ) $ (18,853 ) $ — $ (20,287 ) |
Business Segments, Geographic29
Business Segments, Geographic and Customer Information (Tables) | 3 Months Ended |
Apr. 01, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales information relating to the Company’s reportable segments is as follows: Three Months Ended April 1, 2016 March 27, 2015 Net sales Seating $ 51,950 $ 50,960 Finishing 50,276 42,850 Acoustics 61,911 50,921 Components 26,837 31,105 $ 190,974 $ 175,836 |
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: Three Months Ended April 1, 2016 March 27, 2015 Segment Adjusted EBITDA Seating $ 6,629 $ 7,960 Finishing 5,229 6,311 Acoustics 6,615 4,854 Components 4,613 5,173 Total segment Adjusted EBITDA $ 23,086 $ 24,298 Interest expense (422 ) (410 ) Depreciation and amortization of intangible assets (10,205 ) (10,354 ) Loss on disposal of property, plant and equipment - net (703 ) (26 ) Restructuring (2,717 ) (1,704 ) Integration and other restructuring costs (1,589 ) (462 ) Total segment income before income taxes 7,450 11,342 Corporate general and administrative expenses (4,747 ) (3,591 ) Corporate interest expense (7,602 ) (7,096 ) Corporate depreciation (92 ) (57 ) Corporate transaction-related expenses — (176 ) Corporate share based compensation (576 ) (2,063 ) Consolidated loss before income taxes $ (5,567 ) $ (1,641 ) |
Reconciliation of Assets from Segment to Consolidated | Assets held by reportable segments are as follows: April 1, 2016 December 31, 2015 Assets Seating $ 122,776 $ 119,019 Finishing 254,820 248,210 Acoustics 208,500 206,117 Components 125,929 124,480 Total segments 712,025 697,826 Corporate and eliminations (2,483 ) (734 ) Consolidated $ 709,542 $ 697,092 |
Description of Business and B30
Description of Business and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 01, 2016USD ($)segmentcountry | Mar. 27, 2015USD ($) | Jun. 26, 2015USD ($) | Sep. 25, 2015USD ($) | Dec. 31, 2015USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of reportable segments | segment | 4 | ||||
Number of countries Jason in | country | 14 | ||||
Increase in operating activities | $ 10,269 | $ 3,212 | |||
Decrease in financing activities | $ (2,366) | $ (1,284) | |||
Accounting Standards Update 2016-09 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in operating activities | $ 200 | $ 700 | $ 1,100 | ||
Decrease in financing activities | $ 200 | $ 700 | 1,100 | ||
Other Noncurrent Assets | Accounting Standards Update 2015-03 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred financing costs on Term Loans | 9,100 | ||||
Long-term Debt | Accounting Standards Update 2015-03 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Deferred financing costs on Term Loans | $ (9,100) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | May. 29, 2015 | Mar. 25, 2015 | Apr. 01, 2016 | Mar. 27, 2015 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Cash consideration paid for acquisition | $ 0 | $ 350 | |||
Net sales | 190,974 | $ 175,836 | |||
Goodwill | 107,442 | $ 106,170 | |||
DRONCO | |||||
Business Acquisition [Line Items] | |||||
Cash consideration paid for acquisition | $ 34,400 | ||||
Net sales | $ 9,500 | ||||
Herold Partco Manufacturing, Inc. | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration | $ 400 | ||||
Goodwill | 100 | ||||
Other intangible assets | 200 | ||||
Inventories - net | $ 100 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | $ 1,632 | $ 1,241 |
Current period restructuring charges | 2,717 | 1,704 |
Cash payments | (1,539) | (912) |
Restructuring Reserve Ending Balance | 2,810 | 2,033 |
Finishing | ||
Restructuring Reserve [Roll Forward] | ||
Current period restructuring charges | 1,300 | 300 |
Acoustics | ||
Restructuring Reserve [Roll Forward] | ||
Current period restructuring charges | 700 | 1,400 |
Components | ||
Restructuring Reserve [Roll Forward] | ||
Current period restructuring charges | 600 | |
Corporate Segment | ||
Restructuring Reserve [Roll Forward] | ||
Current period restructuring charges | 100 | |
Severance costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | 594 | 88 |
Current period restructuring charges | 2,613 | 141 |
Cash payments | (1,195) | (7) |
Restructuring Reserve Ending Balance | 2,012 | 222 |
Lease termination costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | 1,038 | 1,056 |
Current period restructuring charges | 104 | 905 |
Cash payments | (344) | (150) |
Restructuring Reserve Ending Balance | 798 | 1,811 |
Lease termination costs | Components And Finishing | Other Noncurrent Liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | 300 | |
Restructuring Reserve Ending Balance | 200 | |
Lease termination costs | Components And Finishing | Other Current Liabilities | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | 700 | |
Restructuring Reserve Ending Balance | 600 | |
Other costs | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve Beginning Balance | 0 | 97 |
Current period restructuring charges | 0 | 658 |
Cash payments | 0 | (755) |
Restructuring Reserve Ending Balance | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 39,006 | $ 40,310 |
Work-in-process | 6,259 | 4,809 |
Finished goods | 33,955 | 35,313 |
Total Inventories | $ 79,220 | $ 80,432 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Apr. 01, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | $ 106,170 |
Foreign currency impact | 1,272 |
Goodwill, End of Period | 107,442 |
Finishing | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 43,229 |
Foreign currency impact | 1,112 |
Goodwill, End of Period | 44,341 |
Acoustics | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 29,758 |
Foreign currency impact | 160 |
Goodwill, End of Period | 29,918 |
Components | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 33,183 |
Foreign currency impact | 0 |
Goodwill, End of Period | $ 33,183 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets Disclosure (Intangible Assets) (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,824 | $ 171,484 |
Accumulated Amortization | (16,775) | (13,569) |
Net | 156,049 | 157,915 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,833 | 1,800 |
Accumulated Amortization | (147) | (62) |
Net | 1,686 | 1,738 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 111,512 | 110,722 |
Accumulated Amortization | (10,785) | (8,745) |
Net | 100,727 | 101,977 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,479 | 58,962 |
Accumulated Amortization | (5,843) | (4,762) |
Net | $ 53,636 | $ 54,200 |
Debt and Hedging Instruments (D
Debt and Hedging Instruments (Details) - USD ($) | Apr. 01, 2016 | Dec. 31, 2015 |
Debt Instruments [Abstract] | ||
Long-term debt including current maturities | $ 433,569,000 | $ 432,336,000 |
Current portion of long-term debt | (6,202,000) | (6,186,000) |
Long-term debt | 427,367,000 | 426,150,000 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 305,350,000 | 306,125,000 |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 110,000,000 | 110,000,000 |
Unamortized discount | (5,761,000) | (6,010,000) |
Deferred financing costs on Term Loans | (8,691,000) | (9,087,000) |
Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 31,100,000 | 29,700,000 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 1,610,000 | $ 1,577,000 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | May. 29, 2015USD ($) | Jun. 30, 2014USD ($) | Apr. 01, 2016USD ($) | Sep. 25, 2015USD ($) | Dec. 31, 2015USD ($) |
Long-term Debt, Successor [Abstract] | |||||
Derivative, fixed interest rate | 2.08% | ||||
Derivative liability, fair value | $ 3,700,000 | $ 300,000 | |||
Derivative, notional amount | $ 210,000,000 | 210,000,000 | |||
DRONCO | |||||
Foreign Debt [Abstract] | |||||
Long term debt assumed in connection with acquisition | $ 11,031,000 | ||||
Minimum | DRONCO | |||||
Foreign Debt [Abstract] | |||||
Interest rate on acquired long-term debt | 2.30% | ||||
Maximum | DRONCO | |||||
Foreign Debt [Abstract] | |||||
Interest rate on acquired long-term debt | 4.60% | ||||
Revolving Credit Facility | DRONCO | |||||
Foreign Debt [Abstract] | |||||
Long-term debt assumed in acquisition | $ 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% | ||||
Percentage bearing variable interest, percentage rate | 1.00% | ||||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | |||||
Long-term Debt, Successor [Abstract] | |||||
Basis spread on variable rate | 8.00% | ||||
Term Loan | DRONCO | |||||
Foreign Debt [Abstract] | |||||
Long-term debt assumed in acquisition | $ 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 | 35,600,000 | ||||
Revolving credit facility, amount outstanding | 0 | ||||
Outstanding letters of credit | 4,400,000 | ||||
Secured Debt | First Lien Term Loan | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | $ 305,350,000 | 306,125,000 | |||
Amortization of debt discount (premium) | $ 800,000 | ||||
Consolidated net leverage ratio | 5.5 | ||||
Consolidated net leverage ratio, first periodic decrease | 5.25 | ||||
Consolidated net leverage ratio, second periodic decrease | 4.5 | ||||
Interest rate, effective percentage | 5.50% | ||||
Foreign Debt [Abstract] | |||||
Long-term debt | $ 305,350,000 | 306,125,000 | |||
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] | |||||
Long-term debt | $ 110,000,000 | 110,000,000 | |||
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 | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 31,061,000 | 29,731,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 31,061,000 | 29,731,000 | |||
Secured Debt | Individual Foreign Loans | Minimum | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 100,000 | 100,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 100,000 | 100,000 | |||
Secured Debt | Individual Foreign Loans | Maximum | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 13,700,000 | 13,100,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 13,700,000 | 13,100,000 | |||
Foreign Debt | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 31,100,000 | 29,700,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 31,100,000 | 29,700,000 | |||
Foreign Debt | GERMANY | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 29,100,000 | 27,600,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 29,100,000 | 27,600,000 | |||
Interest rate on acquired long-term debt | 2.25% | ||||
Term loan amount | $ 13,500,000 | ||||
Periodic payment | $ 400,000 | ||||
Foreign Debt | MEXICO | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 1,300,000 | 1,500,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | 1,300,000 | 1,500,000 | |||
Foreign Debt | BRAZIL | |||||
Long-term Debt, Successor [Abstract] | |||||
Long-term debt | 400,000 | 400,000 | |||
Foreign Debt [Abstract] | |||||
Long-term debt | $ 400,000 | $ 400,000 |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 348 | $ 2,063 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 254 | 785 |
Unrecognized share-based compensation expense to be recognized in future periods | $ 1,100 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 4 months 24 days | |
Statutory tax withholding, shares | 8,545 | |
Adjusted EBITDA Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 20 | 708 |
Unrecognized share-based compensation expense to be recognized in future periods | $ 500 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 3 months 18 days | |
Estimated payout percent | 62.50% | |
Target shares for calculation of compensation expense | 301,382 | |
Stock Price Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 29 | 570 |
Unrecognized share-based compensation expense to be recognized in future periods | $ 100 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 8 months 12 days | |
ROIC Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 45 | $ 0 |
Unrecognized share-based compensation expense to be recognized in future periods | $ 800 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 10 months 24 days | |
Estimated payout percent | 100.00% | |
Target shares for calculation of compensation expense | 235,000 | |
Minimum | Stock Price Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Target performance threshold percentage | 0.00% | |
Maximum | Stock Price Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Target performance threshold percentage | 150.00% | |
2014 Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Capital shares reserved for future issuance | 3,473,435 | |
Common stock shares available for grant | 614,041 | |
Unrecognized share-based compensation expense to be recognized in future periods | $ 2,400 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 9 months 18 days |
Share Based Compensation Compen
Share Based Compensation Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 348 | $ 2,063 |
Impact of accelerated vesting | 228 | 0 |
Total share-based compensation expense | 576 | 2,063 |
Total income tax benefit recognized | 214 | 774 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 254 | 785 |
Adjusted EBITDA Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 20 | 708 |
Stock Price Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 29 | 570 |
ROIC Vesting Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 45 | $ 0 |
Share Based Compensation Perfor
Share Based Compensation Performance and Restricted Share Units Activity (Details) | 3 Months Ended |
Apr. 01, 2016$ / sharesshares | |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 201 (in shares) | shares | 401,000 |
Granted (in shares) | shares | 74,000 |
Vested (in shares) | shares | (41,000) |
Forfeited or expired (in shares) | shares | (64,000) |
Nonvested at April 1, 2016 (in shares) | shares | 370,000 |
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, 2015 (in dollars per share) | $ / shares | $ 8.70 |
Granted (in dollars per share) | $ / shares | 3.46 |
Vested (in dollars per share) | $ / shares | 10.49 |
Forfeited or expired (in dollars per share) | $ / shares | 9.83 |
Nonvested at April 1, 2016 (in dollars per share) | $ / shares | $ 7.27 |
Adjusted EBITDA Vesting Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 201 (in shares) | shares | 871,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (122,000) |
Nonvested at April 1, 2016 (in shares) | shares | 749,000 |
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, 2015 (in dollars per share) | $ / shares | $ 9.81 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 10.49 |
Nonvested at April 1, 2016 (in dollars per share) | $ / shares | $ 9.47 |
Stock Price Vesting Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 201 (in shares) | shares | 878,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (30,000) |
Nonvested at April 1, 2016 (in shares) | shares | 848,000 |
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, 2015 (in dollars per share) | $ / shares | $ 3.27 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.54 |
Nonvested at April 1, 2016 (in dollars per share) | $ / shares | $ 3.26 |
ROIC Vesting Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested at December 31, 201 (in shares) | shares | 0 |
Granted (in shares) | shares | 381,000 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (29,000) |
Nonvested at April 1, 2016 (in shares) | shares | 352,000 |
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, 2015 (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 3.46 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.46 |
Nonvested at April 1, 2016 (in dollars per share) | $ / shares | $ 3.46 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss per share attributable to Jason Industries common shareholders | $ (0.15) | $ (0.07) |
Net loss available to common shareholders of Jason Industries | $ (3,406) | $ (1,643) |
Basic and diluted weighted-average shares outstanding | 22,388 | 21,991 |
Weighted average number of anti-dilutive shares excluded from denominator: | 22,620 | 23,921 |
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 |
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 |
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 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 302 | 762 |
Performance Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of anti-dilutive shares excluded from denominator: | 1,185 | 2,026 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 01, 2016 | Mar. 27, 2015 | Dec. 31, 2015 | Sep. 25, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 45.80% | 45.50% | ||
Unrecognized tax benefits | $ 3.1 | $ 2.9 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 1.7 | |||
Decrease in unrecognized tax benefits, reasonably possible | $ 1.2 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 84,994 | $ 182,675 |
Ending balance | 82,796 | 173,050 |
Employee retirement plan adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (1,051) | (1,434) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Ending balance | (1,051) | (1,434) |
Foreign currency translation adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (20,237) | (10,631) |
Other comprehensive income (loss) before reclassifications | 2,723 | (8,222) |
Ending balance | (17,514) | (18,853) |
Net unrealized gains (losses) on cash flow hedges | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (168) | 0 |
Other comprehensive income (loss) before reclassifications | (1,745) | 0 |
Ending balance | (1,913) | 0 |
AOCI Attributable to Parent | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (21,456) | (12,065) |
Other comprehensive income (loss) before reclassifications | 978 | (8,222) |
Ending balance | $ (20,478) | $ (20,287) |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2016 | Jan. 01, 2016 | Apr. 01, 2016 | Mar. 27, 2015 |
Class of Stock Disclosures [Abstract] | ||||
Preferred stock cash dividends | $ 900 | $ 900 | ||
Series A Preferred Stock | ||||
Class of Stock Disclosures [Abstract] | ||||
Dividends declared per share | $ 20 | $ 20 | ||
Preferred stock cash dividends | $ 900 | $ 900 |
Business Segments, Geographic45
Business Segments, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016USD ($)segment | Mar. 27, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Net sales | $ 190,974 | $ 175,836 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Net sales | 190,974 | 175,836 |
Operating Segments | Seating | ||
Segment Reporting Information [Line Items] | ||
Net sales | 51,950 | 50,960 |
Operating Segments | Finishing | ||
Segment Reporting Information [Line Items] | ||
Net sales | 50,276 | 42,850 |
Operating Segments | Acoustics | ||
Segment Reporting Information [Line Items] | ||
Net sales | 61,911 | 50,921 |
Operating Segments | Components | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 26,837 | $ 31,105 |
Business Segments, Geographic46
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 01, 2016 | Mar. 27, 2015 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | $ (8,024) | $ (7,506) |
Loss on disposal of property, plant and equipment - net | (703) | (26) |
Restructuring | (2,717) | (1,704) |
Corporate transaction-related expenses | 0 | 176 |
Share based compensation | (576) | (2,063) |
Loss before income taxes | (5,567) | (1,641) |
Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income before income taxes, depreciation and amortization | 23,086 | 24,298 |
Interest expense | (422) | (410) |
Loss on disposal of property, plant and equipment - net | (703) | (26) |
Depreciation and amortization of intangible assets | (10,205) | (10,354) |
Restructuring | (2,717) | (1,704) |
Integration and other restructuring costs | (1,589) | (462) |
Loss before income taxes | 7,450 | 11,342 |
Corporate | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Interest expense | (7,602) | (7,096) |
Depreciation and amortization of intangible assets | (92) | (57) |
Corporate general and administrative expenses | (4,747) | (3,591) |
Corporate transaction-related expenses | 0 | 176 |
Share based compensation | (576) | (2,063) |
Seating | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income before income taxes, depreciation and amortization | 6,629 | 7,960 |
Finishing | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Restructuring | (1,300) | (300) |
Finishing | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income before income taxes, depreciation and amortization | 5,229 | 6,311 |
Acoustics | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Restructuring | (700) | (1,400) |
Acoustics | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income before income taxes, depreciation and amortization | 6,615 | 4,854 |
Components | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Restructuring | (600) | |
Components | Operating Segments | ||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||
Income before income taxes, depreciation and amortization | $ 4,613 | $ 5,173 |
Business Segments, Geographic47
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Apr. 01, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 709,542 | $ 697,092 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 712,025 | 697,826 |
Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 122,776 | 119,019 |
Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 254,820 | 248,210 |
Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 208,500 | 206,117 |
Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 125,929 | 124,480 |
Corporate Segment And Eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ (2,483) | $ (734) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Apr. 01, 2016 | Dec. 31, 2015 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 397.5 | $ 403.3 |
Litigation and Contingencies (D
Litigation and Contingencies (Details) $ in Millions | Apr. 01, 2016USD ($)site | Dec. 31, 2015USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Accrual For Environmental Loss Contingencies, Number Of Sites | site | 2 | 1 |