Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2016 | Jul. 31, 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 | Jul. 1, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 22,395,705 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Statement of Financial Position [Abstract] | ||||
Net sales | $ 185,687 | $ 187,578 | $ 376,661 | $ 363,414 |
Cost of goods sold | 148,531 | 145,954 | 301,614 | 282,843 |
Gross profit | 37,156 | 41,624 | 75,047 | 80,571 |
Selling and administrative expenses | 28,273 | 32,521 | 60,574 | 64,014 |
(Gain) loss on disposals of property, plant and equipment - net | (14) | (4) | 689 | 22 |
Restructuring | 1,783 | 1,010 | 4,500 | 2,714 |
Transaction-related expenses | 0 | 710 | 0 | 886 |
Operating income | 7,114 | 7,387 | 9,284 | 12,935 |
Interest expense | (7,963) | (7,918) | (15,987) | (15,424) |
Equity income | 142 | 260 | 311 | 542 |
Other income - net | 283 | 50 | 401 | 85 |
Loss before income taxes | (424) | (221) | (5,991) | (1,862) |
Tax provision (benefit) | 1,946 | 644 | (605) | (103) |
Net loss | (2,370) | (865) | (5,386) | (1,759) |
Less net loss attributable to noncontrolling interests | (400) | (146) | (910) | (297) |
Net loss attributable to Jason Industries | (1,970) | (719) | (4,476) | (1,462) |
Accretion of preferred stock dividends | 900 | 900 | 1,800 | 1,800 |
Net loss available to common shareholders of Jason Industries | $ (2,870) | $ (1,619) | $ (6,276) | $ (3,262) |
Net loss per share available to common shareholders of Jason Industries: | ||||
Net loss per share attributable to Jason Industries common shareholders | $ (0.13) | $ (0.07) | $ (0.28) | $ (0.15) |
Weighted-average number of common shares outstanding, Basic and Diluted (in shares) | 22,395 | 22,011 | 22,392 | 22,001 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (2,370) | $ (865) | $ (5,386) | $ (1,759) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (2,225) | 1,852 | 1,051 | (8,042) |
Net change in unrealized losses on cash flow hedges, net of tax expense of ($700) and ($1,984) for the three and six months ended July 1, 2016, respectively | (1,034) | 0 | (3,133) | 0 |
Total other comprehensive (loss) income | (3,259) | 1,852 | (2,082) | (8,042) |
Comprehensive (loss) income | (5,629) | 987 | (7,468) | (9,801) |
Less: Comprehensive (loss) income attributable to noncontrolling interests | (951) | 167 | (1,262) | (1,656) |
Comprehensive (loss) income attributable to Jason Industries | $ (4,678) | $ 820 | $ (6,206) | $ (8,145) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 01, 2016 | Jul. 01, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net change in unrealized losses on cash flow hedges, tax provision | $ 700 | $ 1,984 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 41,326 | $ 35,944 |
Accounts receivable - net of allowances for doubtful accounts of $2,961 at July 1, 2016 and $2,524 at December 31, 2015 | 96,423 | 79,088 |
Inventories - net | 78,453 | 80,432 |
Other current assets | 23,872 | 30,903 |
Total current assets | 240,074 | 226,367 |
Property, plant and equipment - net of accumulated depreciation of $58,949 at July 1, 2016 and $44,254 at December 31, 2015 | 190,370 | 196,150 |
Goodwill | 106,765 | 106,170 |
Other intangible assets - net | 152,275 | 157,915 |
Other assets - net | 9,302 | 10,490 |
Total assets | 698,786 | 697,092 |
Current liabilities | ||
Current portion of long-term debt | 6,126 | 6,186 |
Accounts payable | 70,015 | 56,838 |
Accrued compensation and employee benefits | 20,112 | 18,750 |
Accrued interest | 181 | 75 |
Other current liabilities | 27,587 | 28,733 |
Total current liabilities | 124,021 | 110,582 |
Long-term debt | 424,596 | 426,150 |
Deferred income taxes | 53,147 | 57,247 |
Other long-term liabilities | 22,794 | 18,119 |
Total liabilities | 624,558 | 612,098 |
Commitments and contingencies | ||
Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at July 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: 22,386,033 shares at July 1, 2016 and 22,295,003 shares at December 31, 2015) | 2 | 2 |
Additional paid-in capital | 140,235 | 143,533 |
Retained deficit | (100,473) | (95,997) |
Accumulated other comprehensive loss | (23,186) | (21,456) |
Shareholders’ equity attributable to Jason Industries | 61,578 | 71,082 |
Noncontrolling interests | 12,650 | 13,912 |
Total equity | 74,228 | 84,994 |
Total liabilities and equity | $ 698,786 | $ 697,092 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,961 | $ 2,524 |
Accumulated depreciation | $ 58,949 | $ 44,254 |
Preferred Stock, Par (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, shares issued (in shares) | 45,000 | 45,000 |
Preferred Stock, shares outstanding (in shares) | 45,000 | 45,000 |
Common Stock, Par (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common Stock, shares issued (in shares) | 22,386,033 | 22,295,003 |
Common Stock, shares outstanding (in shares) | 22,386,033 | 22,295,003 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2016 | Jun. 26, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (5,386) | $ (1,759) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 15,322 | 14,659 |
Amortization of intangible assets | 6,315 | 7,228 |
Amortization of deferred financing costs and debt discount | 1,504 | 1,504 |
Equity income | (311) | (542) |
Deferred income taxes | (2,313) | (4,692) |
Loss on disposals of property, plant and equipment - net | 689 | 22 |
Dividends from joint venture | 836 | 0 |
Non-cash share-based compensation | (1,373) | 4,952 |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (17,322) | (20,031) |
Inventories | 2,346 | 3,755 |
Other current assets | 4,142 | (3,085) |
Accounts payable | 14,206 | 4,173 |
Accrued compensation and employee benefits | 1,342 | 6,638 |
Accrued interest | 106 | 6,526 |
Accrued income taxes | (652) | 2,521 |
Other - net | 1,326 | (366) |
Total adjustments | 26,163 | 23,262 |
Net cash provided by operating activities | 20,777 | 21,503 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment and other assets | 3,017 | 78 |
Payments for property, plant and equipment | (12,129) | (15,318) |
Acquisitions of business, net of cash acquired | 0 | (34,763) |
Acquisitions of patents | (101) | (105) |
Net cash used in investing activities | (9,213) | (50,108) |
Cash flows from financing activities | ||
Payments of First Lien term loan | (1,550) | (775) |
Proceeds from other long-term debt | 4,571 | 5,031 |
Payments of other long-term debt | (6,316) | (1,378) |
Payments of preferred stock dividends | (2,700) | (1,800) |
Other financing activities - net | (125) | (248) |
Net cash (used in) provided by financing activities | (6,120) | 830 |
Effect of exchange rate changes on cash and cash equivalents | (62) | (1,537) |
Net increase (decrease) in cash and cash equivalents | 5,382 | (29,312) |
Cash and cash equivalents, beginning of period | 35,944 | 62,279 |
Cash and cash equivalents, end of period | 41,326 | 32,967 |
Supplemental disclosure of cash flow information | ||
Property, plant and equipment acquired through additional liabilities | 2,196 | 1,705 |
Accretion of preferred stock dividends | $ 0 | $ 900 |
Condensed Consolidated Stateme8
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 Interests |
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 | (1,800) | (1,800) | (1,800) | |||||
Share-based compensation | 4,952 | 4,952 | 4,952 | |||||
Tax withholding related to vesting of restricted stock units | (248) | (248) | (248) | |||||
Net loss | (1,759) | (1,462) | (1,462) | (297) | ||||
Foreign currency translation adjustments | (8,042) | (6,683) | (6,683) | (1,359) | ||||
Net changes in unrealized losses on cash flow hedges | 0 | |||||||
Ending balance at Jun. 26, 2015 | 175,778 | 45,000 | 2 | 143,216 | (23,001) | (18,748) | 146,469 | 29,309 |
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 | (1,800) | (1,800) | (1,800) | |||||
Share-based compensation | (1,373) | (1,373) | (1,373) | |||||
Tax withholding related to vesting of restricted stock units | (125) | (125) | (125) | |||||
Net loss | (5,386) | (4,476) | (4,476) | (910) | ||||
Foreign currency translation adjustments | 1,051 | 874 | 874 | 177 | ||||
Net changes in unrealized losses on cash flow hedges | (3,133) | (2,604) | (2,604) | (529) | ||||
Ending balance at Jul. 01, 2016 | $ 74,228 | $ 45,000 | $ 2 | $ 140,235 | $ (100,473) | $ (23,186) | $ 61,578 | $ 12,650 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jul. 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 as 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 Associated 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 Securities and Exchange Commission (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 impact of $0.1 million and $0.2 million to the condensed consolidated statement of cash flows for the six months ended July 1, 2016 and June 26, 2015 , respectively, which resulted in the minimum tax withholding requirements for share vesting to be reclassified as a cash outflow from from operating activities to a cash outflow from financing activities. There was no impact to reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive (loss) income, or condensed consolidated balance sheets for the six months ended July 1, 2016 and June 26, 2015 . In May 2014, the FASB issued ASU No. 2014-09, “ Revenue From Contracts With Customers ”, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for the Company at the beginning of its 2017 fiscal year; early adoption is not permitted. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In fiscal 2016, the FASB issued several ASU’s related to ASU No. 2014-09, which simplify and provide additional guidance to companies for implementation of the standard. The Company is currently assessing the impact that this standard and subsequent clarifications will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, " Leases (Topic 842) ", which establishes new accounting and disclosure requirements for leases. The ASU requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The ASU is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The ASU must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 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 operating results and cash flows of DRONCO are included in the Company’s condensed consolidated financial statements since the date of acquisition. No adjustments were made to the purchase price allocation during the six months ended July 1, 2016 and this allocation is considered final. During the three and six months ended July 1, 2016 , $11.2 million and $20.9 million of net sales from DRONCO were included in the Company’s condensed consolidated statements of operations, respectively. 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 Manufacturing, Inc. 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 acquisition of Herold Partco Manufacturing, Inc. was not material to the Company’s condensed consolidated financial statements. |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jul. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 3. Restructuring Costs On March 1, 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. The Company did not incur any material charges related to the 2015 restructuring activities for the three and six months ended July 1, 2016 and no additional costs are expected for such activities. The following table presents the restructuring costs recognized by the Company under the 2016 program. The 2016 program began in the first quarter of 2016 and as such, the restructuring charges for the six months ended July 1, 2016 represent the cumulative charges incurred since the inception of the 2016 program. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $5.0 million under the 2016 program. These restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Seating Finishing Acoustics Components Corporate Total Restructuring charges - three months ended July 1, 2016: Severance costs $ 22 $ 1,420 $ 115 $ — $ 78 $ 1,635 Lease termination costs — 13 — — — 13 Other costs — 31 — 104 — 135 Total $ 22 $ 1,464 $ 115 $ 104 $ 78 $ 1,783 Restructuring charges - six months ended July 1, 2016: Severance costs $ 22 $ 2,667 $ 856 $ 557 $ 146 $ 4,248 Lease termination costs — 117 — — — 117 Other costs — 31 — 104 — 135 Total $ 22 $ 2,815 $ 856 $ 661 $ 146 $ 4,500 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 4,248 117 135 4,500 Cash payments (2,027 ) (558 ) (135 ) (2,720 ) Balance - July 1, 2016 $ 2,815 $ 597 $ — $ 3,412 Severance costs Lease termination costs Other costs Total Balance - December 31, 2014 $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 831 905 978 2,714 Cash payments (400 ) (533 ) (882 ) (1,815 ) Non-cash charges and other 269 — (193 ) 76 Balance - June 26, 2015 $ 788 $ 1,428 $ — $ 2,216 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 six months ended July 1, 2016 , the accrual for lease termination costs of $0.6 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 December 31, 2015 , accruals for lease termination costs of $ 0.3 million are recorded within other long-term liabilities on the condensed consolidated balance sheet. At July 1, 2016 and December 31, 2015 , accruals for lease termination costs of $ 0.6 million and $ 0.7 million , respectively, are recorded within other current liabilities on the condensed consolidated balance sheets. |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: July 1, 2016 December 31, 2015 Raw material $ 39,469 $ 40,310 Work-in-process 6,306 4,809 Finished goods 32,678 35,313 Total inventories $ 78,453 $ 80,432 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jul. 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 were as follows: Finishing Acoustics Components Total Balance as of December 31, 2015 $ 43,229 $ 29,758 $ 33,183 $ 106,170 Foreign currency impact 525 70 — 595 Balance at July 1, 2016 $ 43,754 $ 29,828 $ 33,183 $ 106,765 The Company’s other intangible assets-net consisted of the following: July 1, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,883 $ (222 ) $ 1,661 $ 1,800 $ (62 ) $ 1,738 Customer relationships 111,067 (12,751 ) 98,316 110,722 (8,745 ) 101,977 Trademarks and other intangibles 59,180 (6,882 ) 52,298 58,962 (4,762 ) 54,200 Total other intangible assets-net $ 172,130 $ (19,855 ) $ 152,275 $ 171,484 $ (13,569 ) $ 157,915 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 6 Months Ended |
Jul. 01, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 6. Debt and Hedging Instruments The Company’s debt consisted of the following: July 1, 2016 December 31, 2015 First Lien Term Loans $ 304,575 $ 306,125 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (5,506 ) (6,010 ) Deferred financing costs on Term Loans (8,295 ) (9,087 ) Foreign debt 28,448 29,731 Capital lease obligations 1,500 1,577 Total debt 430,722 432,336 Less: Current portion (6,126 ) (6,186 ) Total long-term debt $ 424,596 $ 426,150 Senior Secured Credit Facilities As of July 1, 2016 , the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) included (i) term loans in an aggregate principal amount of $304.6 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 (an indirect majority-owned subsidiary of the Company) 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 , or $10.0 million , of the revolving credit commitments at the end of any fiscal quarter, Jason Incorporated and its restricted subsidiaries will be required to not exceed a consolidated first lien net leverage ratio, currently specified at 5.25 to 1.00 , with periodic decreases 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. As of July 1, 2016 the consolidated first lien net leverage ratio was 5.02 to 1.00 on a pro forma trailing twelve-month basis calculated in accordance with the respective provisions of the Senior Secured Credit Facilities which allow the inclusion of certain pro forma adjustments and exclusion of certain specified or non recurring costs and expenses. The aggregate outstanding amount of all revolving loans, swingline loans and certain letters of credit was less than 25 percent of revolving credit commitments at July 1, 2016 . At July 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 July 1, 2016 , the Company had a total of $35.1 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $4.9 million , which reduce availability under the facility. Foreign debt At July 1, 2016 and December 31, 2015 , the Company had $28.4 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 $26.9 million and $27.6 million as of July 1, 2016 and December 31, 2015 , respectively), Mexico (approximately $1.2 million and $1.5 million as of July 1, 2016 and December 31, 2015 , respectively), and Brazil (approximately $0.3 million and $0.4 million as of July 1, 2016 and December 31, 2015 , respectively). These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $13.3 million and $0.1 million to $13.1 million as of July 1, 2016 and December 31, 2015 , respectively. Certain of the Company’s foreign borrowings contain financial covenants requiring maintenance of a minimum equity ratio and maximum leverage ratio, among others. 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 $210.0 million at July 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 $5.4 million at July 1, 2016 and $0.3 million at December 31, 2015 , respectively. As of July 1, 2016, $1.1 million was recorded in other current liabilities and $4.3 million was recorded in other long-term liabilities in the consolidated balance sheets. As of December 31, 2015, $0.3 million was recorded in other long-term liabilities in the consolidated balance sheets. In 2015 and in the six months ended July 1, 2016 , 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 | 6 Months Ended |
Jul. 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 July 1, 2016 , 411,385 shares of common stock remain authorized and available for future grants . The Company recognized the following share-based compensation (income) expense: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Restricted Stock Units $ 335 $ 795 $ 589 $ 1,579 Adjusted EBITDA Vesting Awards (2,404 ) 725 (2,384 ) 1,434 Stock Price Vesting Awards 25 493 54 1,063 ROIC Vesting Awards 95 — 140 — Subtotal (1,949 ) 2,013 (1,601 ) 4,076 Impact of accelerated vesting — 876 228 876 Total share-based compensation (income) expense $ (1,949 ) $ 2,889 $ (1,373 ) $ 4,952 Total income tax (provision) benefit recognized $ (734 ) $ 942 $ (520 ) $ 1,722 As of July 1, 2016 , total unrecognized compensation cost related to share-based compensation awards was approximately $2.6 million , which the Company expects to recognize over a weighted average period of approximately 2.2 years. The following table sets forth the restricted and performance share unit activity: Performance Share Units 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 213 3.81 — — — — 589 3.65 Vested (113 ) 8.99 — — — — — — Forfeited (67 ) 9.54 (148 ) 10.49 (152 ) 3.54 (39 ) 3.46 Nonvested at July 1, 2016 434 $ 6.10 723 $ 9.67 726 $ 3.21 550 $ 3.66 Restricted Stock Units As of July 1, 2016 , there was $1.4 million of unrecognized share-based compensation expense, which is expected to be recognized over a weighted-average period of 1.9 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 six months ended July 1, 2016 , 33,486 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 During the second quarter of 2016, the Company lowered its estimated vesting of Adjusted EBITDA based performance share unit awards with a three year measurement period ending June 30, 2017 from 62.5% of target, or 301,382 shares, to an estimated vesting of 0% of target, or 0 shares. As of July 1, 2016 , there was no unrecognized compensation expense related to cumulative Adjusted EBITDA based vesting performance share unit awards expected to be recognized in subsequent periods. Stock Price Vesting Awards As of July 1, 2016 , there was an immaterial amount 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 0.6 years. ROIC Vesting Awards In the first and second quarters 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 366,557 shares. As of July 1, 2016 , there was $1.2 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 2.6 years. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jul. 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 public 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. Public warrants (“warrants”) consist of warrants to purchase shares of Jason Industries common stock which are quoted on Nasdaq under the symbol “JASNW.” The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares is as follows: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.13 ) $ (0.07 ) $ (0.28 ) $ (0.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (2,870 ) $ (1,619 ) $ (6,276 ) $ (3,262 ) Denominator: Basic and diluted weighted-average shares outstanding 22,395 22,011 22,392 22,001 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred 3,653 3,653 3,653 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock 3,486 3,486 3,486 3,486 Restricted stock units 401 710 351 710 Performance share units 2,023 2,052 1,797 2,052 Total 23,557 23,895 23,281 23,895 Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. 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 | 6 Months Ended |
Jul. 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 (459.0)% and (291.4)% for the three months ended July 1, 2016 and June 26, 2015 , respectively. The effective tax rate was 10.1% and 5.5% for the six months ended July 1, 2016 and June 26, 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. The net discrete tax provision was $2.7 million and $2.8 million for the three and six months ended July 1, 2016 , respectively, with $2.3 million of the provision for both periods related to the change in assertion regarding the permanent reinvestment of earnings on our non-majority joint venture holding. Such change in assertion was driven by a re-evaluation of the joint venture partners during the quarter of the willingness and ability of the entity to distribute excess cash balances given the maturity and stability of operations. The net discrete tax provision was also impacted during the quarter by vesting and forfeiture of restricted stock units for which no tax benefit will be realized. The net discrete tax provision was immaterial for the three and six months ended June 26, 2015 . The amount of gross unrecognized tax benefits was $3.2 million and $2.9 million at July 1, 2016 and December 31, 2015 , respectively, of which $1.7 million and $1.9 million , respectively, 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 its tax provision. The Company has an immaterial amount of accrued interest and penalties that were recognized as a component of the income tax provision at July 1, 2016 and December 31, 2015 . |
Equity
Equity | 6 Months Ended |
Jul. 01, 2016 | |
Equity [Abstract] | |
Equity | 10. Equity The changes in the components of accumulated other comprehensive loss, net of taxes, for the six months ended July 1, 2016 and June 26, 2015 were 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 — 874 (2,604 ) (1,730 ) Balance at July 1, 2016 $ (1,051 ) $ (19,363 ) $ (2,772 ) $ (23,186 ) Employee retirement plan adjustments Foreign currency translation adjustments 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 — (6,683 ) — (6,683 ) Balance at June 26, 2015 $ (1,434 ) $ (17,314 ) $ — $ (18,748 ) 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 . On July 1, 2016 , the Company paid a dividend on the Series A Preferred Stock of $20.00 per share to holders of record on May 15, 2016 , totaling $0.9 million . |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 6 Months Ended |
Jul. 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 was as follows: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Seating $ 44,680 $ 51,909 $ 96,630 $ 102,869 Finishing 53,148 46,646 103,424 89,496 Acoustics 63,225 56,052 125,136 106,973 Components 24,634 32,971 51,471 64,076 Net Sales $ 185,687 $ 187,578 $ 376,661 $ 363,414 For the three months ended July 1, 2016, the Company had one individual customer that accounted for greater than 10% of consolidated net sales. 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, tax provision (benefit), depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, excluding the impact of operational restructuring charges and non-cash or non-operational losses or gains, including goodwill and long-lived asset impairment charges, gains or losses on disposal of property, plant and equipment, integration and other operational restructuring charges, transactional legal fees, other professional fees, purchase accounting adjustments, 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 are not allocated to its business segments. Shared expenses across the Company that directly relate to the performance of our four reportable segments are allocated to the 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 Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Segment Adjusted EBITDA Seating $ 5,620 $ 9,311 $ 12,249 $ 17,271 Finishing 7,634 6,727 12,863 13,038 Acoustics 6,758 7,338 13,373 12,192 Components 3,337 5,529 7,950 10,702 Total segment Adjusted EBITDA $ 23,349 $ 28,905 $ 46,435 $ 53,203 Interest expense (421 ) (379 ) (843 ) (790 ) Depreciation and amortization (11,252 ) (11,414 ) (21,457 ) (21,767 ) Gain (loss) on disposal of property, plant and equipment - net 14 4 (689 ) (22 ) Restructuring (1,783 ) (1,010 ) (4,500 ) (2,714 ) Transaction-related expenses — (789 ) — (789 ) Integration and other restructuring costs (14 ) 258 (1,276 ) (204 ) Total segment income before income taxes 9,893 15,575 17,670 26,917 Corporate general and administrative expenses (4,595 ) (5,384 ) (9,342 ) (8,976 ) Corporate interest expense (7,542 ) (7,539 ) (15,144 ) (14,634 ) Corporate depreciation (88 ) (63 ) (180 ) (120 ) Corporate transaction-related expenses — 79 — (97 ) Corporate integration and other restructuring costs (41 ) — (368 ) — Corporate share-based compensation 1,949 (2,889 ) 1,373 (4,952 ) Consolidated loss before income taxes $ (424 ) $ (221 ) $ (5,991 ) $ (1,862 ) Assets held by reportable segments were as follows: July 1, 2016 December 31, 2015 Seating $ 109,382 $ 119,019 Finishing 252,173 248,210 Acoustics 210,199 206,117 Components 124,239 124,480 Total segments 695,993 697,826 Corporate and eliminations 2,793 (734 ) Consolidated total assets $ 698,786 $ 697,092 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 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 $404.8 million as of July 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 01, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments 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. Subsequent to the end of the second quarter, the Company received notification of certain employment matter claims filed in Brazil related to hiring practices within the Company’s Finishing division. The Company is actively investigating such claims and gathering additional information, and at this time, cannot reasonably estimate the potential loss arising from this matter. 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 July 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 B22
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jul. 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 as 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 Associated 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 Securities and Exchange Commission (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 impact of $0.1 million and $0.2 million to the condensed consolidated statement of cash flows for the six months ended July 1, 2016 and June 26, 2015 , respectively, which resulted in the minimum tax withholding requirements for share vesting to be reclassified as a cash outflow from from operating activities to a cash outflow from financing activities. There was no impact to reported condensed consolidated statements of operations, condensed consolidated statements of comprehensive (loss) income, or condensed consolidated balance sheets for the six months ended July 1, 2016 and June 26, 2015 . In May 2014, the FASB issued ASU No. 2014-09, “ Revenue From Contracts With Customers ”, that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The ASU becomes effective for the Company at the beginning of its 2017 fiscal year; early adoption is not permitted. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. In fiscal 2016, the FASB issued several ASU’s related to ASU No. 2014-09, which simplify and provide additional guidance to companies for implementation of the standard. The Company is currently assessing the impact that this standard and subsequent clarifications will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, " Leases (Topic 842) ", which establishes new accounting and disclosure requirements for leases. The ASU requires lessees to classify most leases as either finance or operating leases and to initially recognize a lease liability and right-of-use asset. Entities may elect to account for certain short-term leases (with a term of 12 months or less) using a method similar to the current operating lease model. The statements of operations will include, for finance leases, separate recognition of interest on the lease liability and amortization of the right-of use asset and for operating leases, a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis. The ASU is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The ASU must be applied using a modified retrospective approach, which requires recognition and measurement of leases at the beginning of the earliest period presented, with certain practical expedients available. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
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. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jul. 01, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring costs recognized by the Company under the 2016 program. The 2016 program began in the first quarter of 2016 and as such, the restructuring charges for the six months ended July 1, 2016 represent the cumulative charges incurred since the inception of the 2016 program. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $5.0 million under the 2016 program. These restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Seating Finishing Acoustics Components Corporate Total Restructuring charges - three months ended July 1, 2016: Severance costs $ 22 $ 1,420 $ 115 $ — $ 78 $ 1,635 Lease termination costs — 13 — — — 13 Other costs — 31 — 104 — 135 Total $ 22 $ 1,464 $ 115 $ 104 $ 78 $ 1,783 Restructuring charges - six months ended July 1, 2016: Severance costs $ 22 $ 2,667 $ 856 $ 557 $ 146 $ 4,248 Lease termination costs — 117 — — — 117 Other costs — 31 — 104 — 135 Total $ 22 $ 2,815 $ 856 $ 661 $ 146 $ 4,500 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 4,248 117 135 4,500 Cash payments (2,027 ) (558 ) (135 ) (2,720 ) Balance - July 1, 2016 $ 2,815 $ 597 $ — $ 3,412 Severance costs Lease termination costs Other costs Total Balance - December 31, 2014 $ 88 $ 1,056 $ 97 $ 1,241 Current period restructuring charges 831 905 978 2,714 Cash payments (400 ) (533 ) (882 ) (1,815 ) Non-cash charges and other 269 — (193 ) 76 Balance - June 26, 2015 $ 788 $ 1,428 $ — $ 2,216 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories consisted of the following: July 1, 2016 December 31, 2015 Raw material $ 39,469 $ 40,310 Work-in-process 6,306 4,809 Finished goods 32,678 35,313 Total inventories $ 78,453 $ 80,432 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jul. 01, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reporting segment were as follows: Finishing Acoustics Components Total Balance as of December 31, 2015 $ 43,229 $ 29,758 $ 33,183 $ 106,170 Foreign currency impact 525 70 — 595 Balance at July 1, 2016 $ 43,754 $ 29,828 $ 33,183 $ 106,765 |
Schedule of Other Intangible Assets | The Company’s other intangible assets-net consisted of the following: July 1, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,883 $ (222 ) $ 1,661 $ 1,800 $ (62 ) $ 1,738 Customer relationships 111,067 (12,751 ) 98,316 110,722 (8,745 ) 101,977 Trademarks and other intangibles 59,180 (6,882 ) 52,298 58,962 (4,762 ) 54,200 Total other intangible assets-net $ 172,130 $ (19,855 ) $ 152,275 $ 171,484 $ (13,569 ) $ 157,915 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 6 Months Ended |
Jul. 01, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Loans and Other Long-Term Debt Instruments | The Company’s debt consisted of the following: July 1, 2016 December 31, 2015 First Lien Term Loans $ 304,575 $ 306,125 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (5,506 ) (6,010 ) Deferred financing costs on Term Loans (8,295 ) (9,087 ) Foreign debt 28,448 29,731 Capital lease obligations 1,500 1,577 Total debt 430,722 432,336 Less: Current portion (6,126 ) (6,186 ) Total long-term debt $ 424,596 $ 426,150 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Jul. 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 (income) expense: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Restricted Stock Units $ 335 $ 795 $ 589 $ 1,579 Adjusted EBITDA Vesting Awards (2,404 ) 725 (2,384 ) 1,434 Stock Price Vesting Awards 25 493 54 1,063 ROIC Vesting Awards 95 — 140 — Subtotal (1,949 ) 2,013 (1,601 ) 4,076 Impact of accelerated vesting — 876 228 876 Total share-based compensation (income) expense $ (1,949 ) $ 2,889 $ (1,373 ) $ 4,952 Total income tax (provision) benefit recognized $ (734 ) $ 942 $ (520 ) $ 1,722 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table sets forth the restricted and performance share unit activity: Performance Share Units 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 213 3.81 — — — — 589 3.65 Vested (113 ) 8.99 — — — — — — Forfeited (67 ) 9.54 (148 ) 10.49 (152 ) 3.54 (39 ) 3.46 Nonvested at July 1, 2016 434 $ 6.10 723 $ 9.67 726 $ 3.21 550 $ 3.66 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jul. 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 loss per share calculation and the anti-dilutive shares is as follows: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.13 ) $ (0.07 ) $ (0.28 ) $ (0.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (2,870 ) $ (1,619 ) $ (6,276 ) $ (3,262 ) Denominator: Basic and diluted weighted-average shares outstanding 22,395 22,011 22,392 22,001 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred 3,653 3,653 3,653 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock 3,486 3,486 3,486 3,486 Restricted stock units 401 710 351 710 Performance share units 2,023 2,052 1,797 2,052 Total 23,557 23,895 23,281 23,895 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jul. 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 six months ended July 1, 2016 and June 26, 2015 were 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 — 874 (2,604 ) (1,730 ) Balance at July 1, 2016 $ (1,051 ) $ (19,363 ) $ (2,772 ) $ (23,186 ) Employee retirement plan adjustments Foreign currency translation adjustments 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 — (6,683 ) — (6,683 ) Balance at June 26, 2015 $ (1,434 ) $ (17,314 ) $ — $ (18,748 ) |
Business Segments, Geographic30
Business Segments, Geographic and Customer Information (Tables) | 6 Months Ended |
Jul. 01, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Seating $ 44,680 $ 51,909 $ 96,630 $ 102,869 Finishing 53,148 46,646 103,424 89,496 Acoustics 63,225 56,052 125,136 106,973 Components 24,634 32,971 51,471 64,076 Net Sales $ 185,687 $ 187,578 $ 376,661 $ 363,414 |
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 Six Months Ended July 1, 2016 June 26, 2015 July 1, 2016 June 26, 2015 Segment Adjusted EBITDA Seating $ 5,620 $ 9,311 $ 12,249 $ 17,271 Finishing 7,634 6,727 12,863 13,038 Acoustics 6,758 7,338 13,373 12,192 Components 3,337 5,529 7,950 10,702 Total segment Adjusted EBITDA $ 23,349 $ 28,905 $ 46,435 $ 53,203 Interest expense (421 ) (379 ) (843 ) (790 ) Depreciation and amortization (11,252 ) (11,414 ) (21,457 ) (21,767 ) Gain (loss) on disposal of property, plant and equipment - net 14 4 (689 ) (22 ) Restructuring (1,783 ) (1,010 ) (4,500 ) (2,714 ) Transaction-related expenses — (789 ) — (789 ) Integration and other restructuring costs (14 ) 258 (1,276 ) (204 ) Total segment income before income taxes 9,893 15,575 17,670 26,917 Corporate general and administrative expenses (4,595 ) (5,384 ) (9,342 ) (8,976 ) Corporate interest expense (7,542 ) (7,539 ) (15,144 ) (14,634 ) Corporate depreciation (88 ) (63 ) (180 ) (120 ) Corporate transaction-related expenses — 79 — (97 ) Corporate integration and other restructuring costs (41 ) — (368 ) — Corporate share-based compensation 1,949 (2,889 ) 1,373 (4,952 ) Consolidated loss before income taxes $ (424 ) $ (221 ) $ (5,991 ) $ (1,862 ) |
Reconciliation of Assets from Segment to Consolidated | Assets held by reportable segments were as follows: July 1, 2016 December 31, 2015 Seating $ 109,382 $ 119,019 Finishing 252,173 248,210 Acoustics 210,199 206,117 Components 124,239 124,480 Total segments 695,993 697,826 Corporate and eliminations 2,793 (734 ) Consolidated total assets $ 698,786 $ 697,092 |
Description of Business and B31
Description of Business and Basis of Presentation (Details) $ in Thousands | 6 Months Ended | ||
Jul. 01, 2016USD ($)segmentcountry | Jun. 26, 2015USD ($) | 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 | $ 20,777 | $ 21,503 | |
Accounting Standards Update 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase in operating activities | $ 100 | $ 200 | |
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 | Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 |
Business Acquisition [Line Items] | ||||||
Cash consideration paid for acquisition | $ 0 | $ 34,763 | ||||
Net sales | $ 185,687 | $ 187,578 | 376,661 | $ 363,414 | ||
DRONCO | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid for acquisition | $ 34,400 | |||||
Net sales | $ 11,200 | $ 20,900 | ||||
Herold Partco Manufacturing, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 400 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | $ 1,632 | $ 1,241 | ||
Restructuring charges | $ 1,783 | $ 1,010 | 4,500 | 2,714 |
Cash payments | (2,720) | (1,815) | ||
Non-cash charges and other | 76 | |||
Restructuring Reserve Ending Balance | 3,412 | 2,216 | 3,412 | 2,216 |
Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 594 | 88 | ||
Restructuring charges | 4,248 | 831 | ||
Cash payments | (2,027) | (400) | ||
Non-cash charges and other | 269 | |||
Restructuring Reserve Ending Balance | 2,815 | 788 | 2,815 | 788 |
Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 1,038 | 1,056 | ||
Restructuring charges | 117 | 905 | ||
Cash payments | (558) | (533) | ||
Non-cash charges and other | 0 | |||
Restructuring Reserve Ending Balance | 600 | 1,428 | 600 | 1,428 |
Lease termination costs | Other Noncurrent Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 300 | |||
Lease termination costs | Other Current Liabilities | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 700 | |||
Restructuring Reserve Ending Balance | 600 | 600 | ||
Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve Beginning Balance | 0 | 97 | ||
Restructuring charges | 135 | 978 | ||
Cash payments | (135) | (882) | ||
Non-cash charges and other | (193) | |||
Restructuring Reserve Ending Balance | 0 | 0 | 0 | 0 |
2015 Restructuring Activities | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring cost incurred | 0 | 0 | ||
Expected remaining restructuring cost | 0 | 0 | ||
2016 Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,783 | |||
Expected total restructuring cost | 5,000 | 5,000 | ||
2016 Program | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,635 | 4,248 | ||
2016 Program | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 13 | 117 | ||
2016 Program | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 135 | 135 | ||
Operating Segments | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,783 | $ 1,010 | 4,500 | $ 2,714 |
Operating Segments | 2016 Program | Seating | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 22 | 22 | ||
Operating Segments | 2016 Program | Seating | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 22 | 22 | ||
Operating Segments | 2016 Program | Seating | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Operating Segments | 2016 Program | Seating | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Operating Segments | 2016 Program | Finishing | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,464 | 2,815 | ||
Operating Segments | 2016 Program | Finishing | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,420 | 2,667 | ||
Operating Segments | 2016 Program | Finishing | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 13 | 117 | ||
Operating Segments | 2016 Program | Finishing | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 31 | 31 | ||
Operating Segments | 2016 Program | Acoustics | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 115 | 856 | ||
Operating Segments | 2016 Program | Acoustics | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 115 | 856 | ||
Operating Segments | 2016 Program | Acoustics | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Operating Segments | 2016 Program | Acoustics | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Operating Segments | 2016 Program | Components | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 104 | 661 | ||
Operating Segments | 2016 Program | Components | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 557 | ||
Operating Segments | 2016 Program | Components | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Operating Segments | 2016 Program | Components | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 104 | 104 | ||
Corporate | 2016 Program | Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 78 | 146 | ||
Corporate | 2016 Program | Corporate | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 78 | 146 | ||
Corporate | 2016 Program | Corporate | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 0 | 0 | ||
Corporate | 2016 Program | Corporate | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 39,469 | $ 40,310 |
Work-in-process | 6,306 | 4,809 |
Finished goods | 32,678 | 35,313 |
Total inventories | $ 78,453 | $ 80,432 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Jul. 01, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | $ 106,170 |
Foreign currency impact | 595 |
Goodwill, End of Period | 106,765 |
Finishing | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 43,229 |
Foreign currency impact | 525 |
Goodwill, End of Period | 43,754 |
Acoustics | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 29,758 |
Foreign currency impact | 70 |
Goodwill, End of Period | 29,828 |
Components | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | 33,183 |
Foreign currency impact | 0 |
Goodwill, End of Period | $ 33,183 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets Disclosure (Intangible Assets) (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,130 | $ 171,484 |
Accumulated Amortization | (19,855) | (13,569) |
Net | 152,275 | 157,915 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,883 | 1,800 |
Accumulated Amortization | (222) | (62) |
Net | 1,661 | 1,738 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 111,067 | 110,722 |
Accumulated Amortization | (12,751) | (8,745) |
Net | 98,316 | 101,977 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,180 | 58,962 |
Accumulated Amortization | (6,882) | (4,762) |
Net | $ 52,298 | $ 54,200 |
Debt and Hedging Instruments (D
Debt and Hedging Instruments (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Debt Instruments [Abstract] | ||
Total debt | $ 430,722 | $ 432,336 |
Less: Current portion | (6,126) | (6,186) |
Long-term debt | 424,596 | 426,150 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 304,575 | 306,125 |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 110,000 | 110,000 |
Debt discount on Term Loans | (5,506) | (6,010) |
Deferred financing costs on Term Loans | (8,295) | (9,087) |
Secured Debt | Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 28,448 | 29,731 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 1,500 | $ 1,577 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | Jul. 01, 2016USD ($) | May 29, 2015USD ($) | Jul. 01, 2016USD ($) | Sep. 25, 2015USD ($) | Jun. 26, 2015USD ($) | Jul. 01, 2016USD ($) | Jun. 26, 2015USD ($) | Dec. 31, 2015USD ($) |
Long-term Debt, Successor [Abstract] | ||||||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | $ 210,000,000 | $ 210,000,000 | ||||
Derivative, fixed interest rate | 2.08% | 2.08% | 2.08% | |||||
Derivative liability, fair value | $ 5,400,000 | $ 5,400,000 | $ 5,400,000 | 300,000 | ||||
Foreign Debt [Abstract] | ||||||||
Interest Expense | 7,963,000 | $ 7,918,000 | 15,987,000 | $ 15,424,000 | ||||
Interest Rate Swap | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Interest expense recognized | 0 | |||||||
Foreign Debt [Abstract] | ||||||||
Interest Expense | 0 | |||||||
Other Current Liabilities | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative liability, fair value | 1,100,000 | 1,100,000 | 1,100,000 | |||||
Other Noncurrent Liabilities | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative liability, fair value | 4,300,000 | 4,300,000 | $ 4,300,000 | 300,000 | ||||
DRONCO | ||||||||
Foreign Debt [Abstract] | ||||||||
Long term debt assumed in connection with acquisition | $ 11,000,000 | |||||||
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 | |||||||
Revolving Credit Facility | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | 40,000,000 | $ 40,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 35,100,000 | 35,100,000 | 35,100,000 | |||||
Revolving credit facility, amount outstanding | 0 | 0 | 0 | |||||
Outstanding letters of credit | 4,900,000 | 4,900,000 | 4,900,000 | |||||
Foreign Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 28,400,000 | 28,400,000 | 28,400,000 | 29,700,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | 28,400,000 | 28,400,000 | 28,400,000 | 29,700,000 | ||||
Foreign Debt | GERMANY | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 26,900,000 | 26,900,000 | 26,900,000 | 27,600,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | 26,900,000 | 26,900,000 | 26,900,000 | 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 | 1,200,000 | 1,200,000 | 1,200,000 | 1,500,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | 1,200,000 | 1,200,000 | 1,200,000 | 1,500,000 | ||||
Foreign Debt | BRAZIL | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 300,000 | 300,000 | 300,000 | 400,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | $ 300,000 | $ 300,000 | $ 300,000 | 400,000 | ||||
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Senior Secured Credit Facilities | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
First Lien Term Loan | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | 1.00% | |||||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
First Lien Term Loan | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | $ 304,575,000 | $ 304,575,000 | $ 304,575,000 | 306,125,000 | ||||
Amortization of debt discount (premium) | $ 800,000 | |||||||
Consolidated net leverage ratio, first periodic decrease | 5.25 | |||||||
Consolidated net leverage ratio, second periodic decrease | 4.5 | |||||||
Interest rate, effective percentage | 5.50% | 5.50% | 5.50% | |||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | $ 304,575,000 | $ 304,575,000 | $ 304,575,000 | 306,125,000 | ||||
First Lien Term Loan | Secured Debt | Pro Forma | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Consolidated net leverage ratio | 5.02 | |||||||
Revolving Credit Facility | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Restrictive covenant, qualification percentage for net leverage ratio | 25.00% | |||||||
Restrictive covenant, qualification amount for net leverage ratio | $ 10,000,000 | |||||||
Second Lien Term Loan | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 7.00% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | 1.00% | |||||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 8.00% | |||||||
Second Lien Term Loan | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | $ 110,000,000 | $ 110,000,000 | $ 110,000,000 | 110,000,000 | ||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | $ 110,000,000 | |||||
Interest rate, effective percentage | 9.00% | 9.00% | 9.00% | |||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | $ 110,000,000 | $ 110,000,000 | $ 110,000,000 | 110,000,000 | ||||
Foreign Debt | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 28,448,000 | 28,448,000 | 28,448,000 | 29,731,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | 28,448,000 | 28,448,000 | 28,448,000 | 29,731,000 | ||||
Individual Foreign Loans | Secured Debt | Minimum | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 100,000 | 100,000 | 100,000 | 100,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | 100,000 | 100,000 | 100,000 | 100,000 | ||||
Individual Foreign Loans | Secured Debt | Maximum | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Long-term debt | 13,300,000 | 13,300,000 | 13,300,000 | 13,100,000 | ||||
Foreign Debt [Abstract] | ||||||||
Long-term debt | $ 13,300,000 | $ 13,300,000 | $ 13,300,000 | $ 13,100,000 | ||||
Term Loan | DRONCO | ||||||||
Foreign Debt [Abstract] | ||||||||
Long-term debt assumed in acquisition | $ 8,500,000 |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jul. 01, 2016 | Apr. 01, 2016 | Jul. 01, 2016 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense to be recognized in future periods | $ 1,400,000 | $ 1,400,000 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 10 months 24 days | ||
Statutory tax withholding, shares | 33,486 | ||
Adjusted EBITDA Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense to be recognized in future periods | $ 0 | $ 0 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 3 years | ||
Estimated payout percent | 0.00% | 62.50% | |
Target shares for calculation of compensation expense | 0 | 301,382 | 0 |
Stock Price Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period for recognition of compensation expense related to share based compensation plans | 7 months 6 days | ||
Unrecognized compensation expense | $ 0 | $ 0 | |
Stock Price Vesting Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target performance threshold percentage | 0.00% | 0.00% | |
Stock Price Vesting Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target performance threshold percentage | 150.00% | 150.00% | |
ROIC Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized share-based compensation expense to be recognized in future periods | $ 1,200,000 | $ 1,200,000 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 7 months 6 days | ||
Estimated payout percent | 100.00% | ||
Target shares for calculation of compensation expense | 366,557 | 366,557 | |
2014 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Capital shares reserved for future issuance | 3,473,435 | 3,473,435 | |
Common stock shares available for grant | 411,385 | 411,385 | |
Unrecognized share-based compensation expense to be recognized in future periods | $ 2,600,000 | $ 2,600,000 | |
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 2 months 12 days |
Share Based Compensation Compen
Share Based Compensation Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ (1,949) | $ 2,013 | $ (1,601) | $ 4,076 |
Impact of accelerated vesting | 0 | 876 | 228 | 876 |
Total share-based compensation (income) expense | (1,949) | 2,889 | (1,373) | 4,952 |
Total income tax (provision) benefit recognized | (734) | 942 | (520) | 1,722 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 335 | 795 | 589 | 1,579 |
Adjusted EBITDA Vesting Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | (2,404) | 725 | (2,384) | 1,434 |
Stock Price Vesting Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 25 | 493 | 54 | 1,063 |
ROIC Vesting Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 95 | $ 0 | $ 140 | $ 0 |
Share Based Compensation Perfor
Share Based Compensation Performance and Restricted Share Units Activity (Details) | 6 Months Ended |
Jul. 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, 2015 (in shares) | shares | 401,000 |
Granted (in shares) | shares | 213,000 |
Vested (in shares) | shares | (113,000) |
Forfeited or expired (in shares) | shares | (67,000) |
Nonvested at July 1, 2016 (in shares) | shares | 434,000 |
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 | 3.81 |
Vested (in dollars per share) | $ / shares | 8.99 |
Forfeited or expired (in dollars per share) | $ / shares | 9.54 |
Nonvested at July 1, 2016 (in dollars per share) | $ / shares | $ 6.10 |
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, 2015 (in shares) | shares | 871,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (148,000) |
Nonvested at July 1, 2016 (in shares) | shares | 723,000 |
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 July 1, 2016 (in dollars per share) | $ / shares | $ 9.67 |
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, 2015 (in shares) | shares | 878,000 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (152,000) |
Nonvested at July 1, 2016 (in shares) | shares | 726,000 |
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 July 1, 2016 (in dollars per share) | $ / shares | $ 3.21 |
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, 2015 (in shares) | shares | 0 |
Granted (in shares) | shares | 589,000 |
Vested (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (39,000) |
Nonvested at July 1, 2016 (in shares) | shares | 550,000 |
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 | 3.65 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.46 |
Nonvested at July 1, 2016 (in dollars per share) | $ / shares | $ 3.66 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss per share attributable to Jason Industries common shareholders (in dollars per share) | $ (0.13) | $ (0.07) | $ (0.28) | $ (0.15) |
Net loss available to common shareholders of Jason Industries | $ (2,870) | $ (1,619) | $ (6,276) | $ (3,262) |
Basic and diluted weighted-average shares outstanding | 22,395 | 22,011 | 22,392 | 22,001 |
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 23,557 | 23,895 | 23,281 | 23,895 |
Warrants to purchase Jason Industries common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 13,994 | 13,994 | 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 (in shares) | 3,486 | 3,486 | 3,486 | 3,486 |
Equity Option | Conversion of Series A 8% Perpetual Convertible Preferred | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,653 | 3,653 | 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 (in shares) | 401 | 710 | 351 | 710 |
Performance share units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 2,023 | 2,052 | 1,797 | 2,052 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | (459.00%) | (291.40%) | 10.10% | 5.50% | |
Net discrete tax provision | $ 2,700 | $ 0 | $ 2,800 | $ 0 | |
Portion of tax provision due to change in assertion | 2,300 | 2,300 | |||
Unrecognized tax benefits | 3,200 | 3,200 | $ 2,900 | ||
Unrecognized tax benefits that would impact effective tax rate | 1,700 | 1,700 | 1,900 | ||
Decrease in unrecognized tax benefits, reasonably possible | 1,200 | 1,200 | |||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2016 | Jun. 26, 2015 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 84,994 | $ 182,675 |
Ending balance | 74,228 | 175,778 |
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 | 874 | (6,683) |
Ending balance | (19,363) | (17,314) |
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 | (2,604) | 0 |
Ending balance | (2,772) | 0 |
Total | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (21,456) | (12,065) |
Other comprehensive income (loss) before reclassifications | (1,730) | (6,683) |
Ending balance | $ (23,186) | $ (18,748) |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 01, 2016 | Jul. 01, 2016 | Jun. 26, 2015 |
Class of Stock Disclosures [Abstract] | |||||
Preferred stock cash dividends | $ 1,800 | $ 1,800 | |||
Conversion of Series A 8% Perpetual Convertible Preferred | |||||
Class of Stock Disclosures [Abstract] | |||||
Dividends declared per share (in usd per share) | $ 20 | $ 20 | $ 20 | ||
Preferred stock cash dividends | $ 900 | $ 900 | $ 900 |
Business Segments, Geographic46
Business Segments, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016USD ($) | Jun. 26, 2015USD ($) | Jul. 01, 2016USD ($)segment | Jun. 26, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Net sales | $ 185,687 | $ 187,578 | $ 376,661 | $ 363,414 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 185,687 | 187,578 | 376,661 | 363,414 |
Operating Segments | Seating | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 44,680 | 51,909 | 96,630 | 102,869 |
Operating Segments | Finishing | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 53,148 | 46,646 | 103,424 | 89,496 |
Operating Segments | Acoustics | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 63,225 | 56,052 | 125,136 | 106,973 |
Operating Segments | Components | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 24,634 | $ 32,971 | $ 51,471 | $ 64,076 |
Sales Revenue, Net | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, customer | 1 |
Business Segments, Geographic47
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2016 | Jun. 26, 2015 | Jul. 01, 2016 | Jun. 26, 2015 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense | $ (7,963) | $ (7,918) | $ (15,987) | $ (15,424) |
Gain (loss) on disposal of property, plant and equipment - net | 14 | 4 | (689) | (22) |
Restructuring | (1,783) | (1,010) | (4,500) | (2,714) |
Corporate transaction-related expenses | 0 | (710) | 0 | (886) |
Share based compensation | 1,373 | (4,952) | ||
Loss before income taxes | (424) | (221) | (5,991) | (1,862) |
Operating Segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Income before income taxes, depreciation and amortization | 23,349 | 28,905 | 46,435 | 53,203 |
Interest expense | (421) | (379) | (843) | (790) |
Gain (loss) on disposal of property, plant and equipment - net | 14 | 4 | (689) | (22) |
Depreciation and amortization | (11,252) | (11,414) | (21,457) | (21,767) |
Restructuring | (1,783) | (1,010) | (4,500) | (2,714) |
Integration and other restructuring costs | (14) | 258 | (1,276) | (204) |
Corporate transaction-related expenses | 0 | (789) | 0 | (789) |
Loss before income taxes | 9,893 | 15,575 | 17,670 | 26,917 |
Operating Segments | Seating | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Income before income taxes, depreciation and amortization | 5,620 | 9,311 | 12,249 | 17,271 |
Operating Segments | Finishing | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Income before income taxes, depreciation and amortization | 7,634 | 6,727 | 12,863 | 13,038 |
Operating Segments | Acoustics | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Income before income taxes, depreciation and amortization | 6,758 | 7,338 | 13,373 | 12,192 |
Operating Segments | Components | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Income before income taxes, depreciation and amortization | 3,337 | 5,529 | 7,950 | 10,702 |
Corporate | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense | (7,542) | (7,539) | (15,144) | (14,634) |
Depreciation and amortization | (88) | (63) | (180) | (120) |
Integration and other restructuring costs | (41) | 0 | (368) | 0 |
Corporate general and administrative expenses | (4,595) | (5,384) | (9,342) | (8,976) |
Corporate transaction-related expenses | 0 | 79 | 0 | (97) |
Share based compensation | $ 1,949 | $ (2,889) | $ 1,373 | $ (4,952) |
Business Segments, Geographic48
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Jul. 01, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 698,786 | $ 697,092 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 695,993 | 697,826 |
Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 109,382 | 119,019 |
Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 252,173 | 248,210 |
Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 210,199 | 206,117 |
Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 124,239 | 124,480 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 2,793 | $ (734) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jul. 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 | $ 404.8 | $ 403.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jul. 01, 2016USD ($)site | Dec. 31, 2015USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Number of locations | site | 1 | 1 |