Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 25,918,051 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
Statement of Financial Position [Abstract] | ||
Net sales | $ 175,193 | $ 190,974 |
Cost of goods sold | 140,429 | 153,083 |
Gross profit | 34,764 | 37,891 |
Selling and administrative expenses | 26,656 | 32,301 |
(Gain) loss on disposals of property, plant and equipment - net | (330) | 703 |
Restructuring | 681 | 2,717 |
Operating income | 7,757 | 2,170 |
Interest expense | (8,366) | (8,024) |
Equity income | 143 | 169 |
Other income - net | 113 | 118 |
Loss before income taxes | (353) | (5,567) |
Tax provision (benefit) | 28 | (2,551) |
Net loss | (381) | (3,016) |
Less net gain (loss) attributable to noncontrolling interests | 5 | (510) |
Net loss attributable to Jason Industries | (386) | (2,506) |
Accretion of preferred stock dividends | 918 | 900 |
Net loss available to common shareholders of Jason Industries | $ (1,304) | $ (3,406) |
Net loss per share available to common shareholders of Jason Industries: | ||
Net loss per share available to common shareholders of Jason Industries: Basic and Diluted (in dollars per share) | $ (0.05) | $ (0.15) |
Weighted average number of common shares outstanding: | ||
Weighted-average number of common shares outstanding, Basic and Diluted (in shares) | 25,784 | 22,388 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (381) | $ (3,016) |
Other comprehensive income: | ||
Foreign currency translation adjustments | 1,172 | 3,276 |
Net change in unrealized gains (losses) on cash flow hedges, net of tax provision (benefit) of $194 and ($1,284), respectively | 313 | (2,099) |
Total other comprehensive income | 1,485 | 1,177 |
Comprehensive income (loss) | 1,104 | (1,839) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 43 | (311) |
Comprehensive income (loss) attributable to Jason Industries | $ 1,061 | $ (1,528) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net change in unrealized losses on cash flow hedges, tax provision | $ 194 | $ (1,284) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 41,476 | $ 40,861 |
Accounts receivable - net of allowances for doubtful accounts of $3,185 at March 31, 2017 and $3,392 at December 31, 2016 | 88,156 | 77,837 |
Inventories - net | 71,396 | 73,601 |
Other current assets | 17,512 | 17,866 |
Total current assets | 218,540 | 210,165 |
Property, plant and equipment - net of accumulated depreciation of $75,748 at March 31, 2017 and $70,484 at December 31, 2016 | 175,111 | 178,318 |
Goodwill | 42,388 | 42,157 |
Other intangible assets - net | 141,468 | 144,258 |
Other assets - net | 9,695 | 9,433 |
Total assets | 587,202 | 584,331 |
Current liabilities | ||
Current portion of long-term debt | 8,523 | 8,179 |
Accounts payable | 60,208 | 61,160 |
Accrued compensation and employee benefits | 16,529 | 13,207 |
Accrued interest | 137 | 191 |
Other current liabilities | 25,247 | 24,807 |
Total current liabilities | 110,644 | 107,544 |
Long-term debt | 417,734 | 416,945 |
Deferred income taxes | 40,237 | 42,747 |
Other long-term liabilities | 19,930 | 19,881 |
Total liabilities | 588,545 | 587,117 |
Commitments and contingencies (Note 12) | ||
Shareholders' Deficit | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 46,814 shares issued and outstanding at March 31, 2017, including 915 shares declared on March 14, 2017 and issued on April 1, 2017, and 45,899 shares issued and outstanding at December 31, 2016, including 899 shares declared on December 15, 2016 and issued on January 1, 2017) | 46,814 | 45,899 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 25,898,257 shares at March 31, 2017 and 24,802,196 shares at December 31, 2016) | 3 | 2 |
Additional paid-in capital | 145,911 | 144,666 |
Retained deficit | (163,262) | (162,876) |
Accumulated other comprehensive loss | (30,809) | (30,372) |
Shareholders’ deficit attributable to Jason Industries | (1,343) | (2,681) |
Noncontrolling interests | 0 | (105) |
Total shareholders' deficit | (1,343) | (2,786) |
Total liabilities and shareholders' deficit | $ 587,202 | $ 584,331 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 01, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 3,185 | $ 3,392 | |
Accumulated depreciation | $ 75,748 | $ 70,484 | |
Preferred Stock, Par (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |
Preferred Shares Issued | 46,814 | 45,899 | |
Preferred Stock, shares outstanding (in shares) | 46,814 | 45,899 | |
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) | 25,898,257 | 24,802,196 | |
Common Stock, shares outstanding (in shares) | 25,898,257 | 24,802,196 | |
Subsequent Event | |||
Preferred Shares Issued | 915 | ||
Series A Preferred Stock | |||
Preferred Stock, shares declared (in shares) | 915 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (381) | $ (3,016) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 6,788 | 7,218 |
Amortization of intangible assets | 3,060 | 3,079 |
Amortization of deferred financing costs and debt discount | 752 | 752 |
Equity income | (143) | (169) |
Deferred income taxes | (2,672) | (1,880) |
(Gain) loss on disposals of property, plant and equipment - net | (330) | 703 |
Share-based compensation | 349 | 576 |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (9,985) | (18,238) |
Inventories | 2,513 | 2,164 |
Other current assets | 318 | 2,202 |
Accounts payable | (898) | 10,755 |
Accrued compensation and employee benefits | 3,615 | 6,729 |
Accrued interest | (54) | 75 |
Accrued income taxes | 1,336 | (1,057) |
Other - net | (1,367) | 376 |
Total adjustments | 3,282 | 13,285 |
Net cash provided by operating activities | 2,901 | 10,269 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment | 674 | 91 |
Payments for property, plant and equipment | (3,396) | (6,449) |
Acquisitions of patents | (33) | (31) |
Net cash used in investing activities | (2,755) | (6,389) |
Cash flows from financing activities | ||
Payments of First Lien term loan | (775) | (775) |
Proceeds from other long-term debt | 2,555 | 2,874 |
Payments of other long-term debt | (1,520) | (2,630) |
Payments of preferred stock dividends | (1) | (1,800) |
Other financing activities - net | (7) | (35) |
Net cash provided by (used in) financing activities | 252 | (2,366) |
Effect of exchange rate changes on cash and cash equivalents | 217 | (76) |
Net increase in cash and cash equivalents | 615 | 1,438 |
Cash and cash equivalents, beginning of period | 40,861 | 35,944 |
Cash and cash equivalents, end of period | 41,476 | 37,382 |
Non-cash investing activities: | ||
Property, plant and equipment acquired through additional liabilities | 479 | 709 |
Non-cash financing activities: | ||
Accretion of preferred stock dividends | 3 | 0 |
Non-cash preferred stock created from dividends declared | 915 | 0 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |
Noncontrolling Interest | ||
Cash flows from operating activities | ||
Net loss | 5 | (510) |
Non-cash financing activities: | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | $ (62) | $ 0 |
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’ Deficit Attributable to Jason Industries, Inc. | Noncontrolling Interests |
Beginning balance at Dec. 31, 2015 | $ 84,994 | $ 45,000 | $ 2 | $ 143,533 | $ (95,997) | $ (21,456) | $ 71,082 | $ 13,912 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (900) | (900) | (900) | |||||
Share-based compensation | 576 | 576 | 576 | |||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (3,016) | (2,506) | (2,506) | (510) | ||||
Foreign currency translation adjustments | 3,276 | 2,723 | 2,723 | 553 | ||||
Net changes in unrealized losses on cash flow hedges, net of tax | (2,099) | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |||||||
Net changes in unrealized losses on cash flow hedges, net of tax | (2,099) | (1,745) | (1,745) | (354) | ||||
Ending balance at Apr. 01, 2016 | 82,796 | 45,000 | 2 | 143,174 | (98,503) | (20,478) | 69,195 | 13,601 |
Beginning balance at Dec. 31, 2016 | (2,786) | 45,899 | 2 | 144,666 | (162,876) | (30,372) | (2,681) | (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (3) | 915 | (918) | (3) | ||||
Share-based compensation | 349 | 349 | 349 | |||||
Tax withholding related to vesting of restricted stock units | (7) | (7) | (7) | |||||
Net loss | (381) | (386) | (386) | 5 | ||||
Foreign currency translation adjustments | 1,172 | 1,136 | 1,136 | 36 | ||||
Net changes in unrealized losses on cash flow hedges, net of tax | 313 | 311 | 311 | 2 | ||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 1 | 1,821 | (1,884) | (62) | 62 | ||
Ending balance at Mar. 31, 2017 | $ (1,343) | $ 46,814 | $ 3 | $ 145,911 | $ (163,262) | $ (30,809) | $ (1,343) | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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: finishing, components, seating, and acoustics. The segments have operations within the United States and 13 foreign countries. The finishing segment focuses on the production of industrial brushes, buffing wheels, buffing compounds and abrasives that are used in a broad range of industrial and infrastructure applications. The components segment is a diversified manufacturer of expanded and perforated metal components, slip resistant surfaces and subassemblies for smart utility meters. The seating segment supplies seating solutions to equipment manufacturers in the motorcycle, lawn and turf care, industrial, agricultural, construction and power sports end markets. The acoustics segment manufactures engineered non-woven, fiber-based acoustical products for the automotive industry. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) 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 GAAP 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, 2016 . 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 2017 , the Company’s fiscal quarters are comprised of the three months ending March 31 , June 30 , September 29 and December 31 . In 2016 , the Company’s fiscal quarters were comprised of the three months ended April 1 , July 1 , September 30 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 Accounting standards adopted in the current fiscal period In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “ Simplifying the Measurement of Inventory ” (“ASU 2015-11”). Under ASU 2015-11, inventory is measured at the “lower of cost and net realizable value” and options that formerly existed for “market value” were eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The Company adopted ASU 2015-11 effective January 1, 2017 on a prospective basis. There was an insignificant impact to the reported condensed consolidated financial statements for the period ended March 31, 2017 . In January 2017, the FASB issued ASU 2017-04, “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, the amount of goodwill impairment will be determined by the amount the carrying value of the reporting unit exceeds its fair value. ASU 2017-04 is required to be applied on a prospective basis. The Company adopted ASU 2017-04 effective January 1, 2017. The adoption of this standard did not impact the Company’s condensed consolidated financial statements, as no triggering events or indicators of potential impairment were identified during the three months ended March 31, 2017 and the Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. Accounting standards to be adopted in future fiscal periods In May 2014, the FASB issued ASU 2014-09, “ Revenue From Contracts With Customers ” (“ASU 2014-09”). ASU 2014-09 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 standard 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. ASU 2014-09 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 2018 fiscal year. In 2016 and 2017, the FASB issued several ASU’s related to ASU 2014-09, which simplify and provide additional guidance to companies for implementation of the standard. The Company is evaluating the recently issued guidance on practical expedients in order to select a transition method. The Company is also assessing the impact that ASU 2014-09 will have on its consolidated financial statements and disclosures. This evaluation includes completing an inventory of revenue streams by like contracts to allow for ease of implementation, monitoring developments for the manufacturing industry, and evaluating potential changes to our business processes, systems, and controls to support the recognition and disclosure under the new standard. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ” (“ASU 2016-01”). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard is effective for interim and annual periods beginning after December 15, 2017. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). ASU 2016-02 establishes new accounting and disclosure requirements for leases. This standard 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. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. This standard 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 working to complete an inventory of all of its lease contracts and currently intends to adopt the standard in the first quarter of fiscal 2019. The Company expects this ASU to have a material impact on its consolidated financial statements upon recognition of the lease liability and right-of-use asset for lease contracts which are currently accounted for as operating leases. In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”). ASU 2016-16 will require companies to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2017 and requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s condensed consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s condensed consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its condensed consolidated financial statements. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 2. 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 were ongoing throughout 2016 and the first quarter of 2017 and are expected to be completed by the end of 2017. The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The 2016 program began in the first quarter of 2016 and as such, the cumulative restructuring charges represent the cumulative charges incurred since the inception of the 2016 program through March 31, 2017 . The other costs incurred under the 2016 program in the first quarter of 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment and exit costs related to the wind down of the finishing segment’s facility in São Bernardo do Campo, Brazil. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $10 million under the 2016 program. These restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - three months ended March 31, 2017: Severance costs $ 7 $ — $ (17 ) $ 25 $ — $ 15 Lease termination costs 20 — — 63 — 83 Other costs 102 364 — 117 — 583 Total $ 129 $ 364 $ (17 ) $ 205 $ — $ 681 Restructuring charges - three months ended April 1, 2016: Severance costs $ 1,247 $ 557 $ — $ 741 $ 68 $ 2,613 Lease termination costs 104 — — — — 104 Other costs — — — — — — Total $ 1,351 $ 557 $ — $ 741 $ 68 $ 2,717 Cumulative restructuring charges - period ended March 31, 2017: Severance costs $ 3,294 $ 378 $ 59 $ 1,002 $ 597 $ 5,330 Lease termination costs 364 — — 63 — 427 Other costs 1,105 878 — 173 — 2,156 Total $ 4,763 $ 1,256 $ 59 $ 1,238 $ 597 $ 7,913 The following table represents the restructuring liabilities, including both the 2016 program and previous activities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 15 83 583 681 Cash payments (621 ) (194 ) (582 ) (1,397 ) Foreign currency impact 20 — 35 55 Balance - March 31, 2017 $ 695 $ 222 $ 1,121 $ 2,038 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 2,613 104 — 2,717 Cash payments (1,195 ) (344 ) — (1,539 ) Balance - April 1, 2016 $ 2,012 $ 798 $ — $ 2,810 The following table presents the classification of the restructuring liabilities on the condensed consolidated balance sheets. At March 31, 2017 and December 31, 2016 , the accrual for lease termination costs relates to restructuring costs associated with a 2016 lease termination in the finishing segment. At March 31, 2017 and December 31, 2016 , the accrual for other costs primarily relates to a loss contingency for certain employment matter claims within the finishing segment due to the closure of a facility in São Bernardo do Campo, Brazil. See further discussion within Note 12 , “ Commitments and Contingencies ”. March 31, 2017 December 31, 2016 Severance Lease Other costs Total Severance Lease Other costs Total Restructuring liabilities: Recorded in other current liabilities $ 695 $ 222 $ 1,121 $ 2,038 $ 1,281 $ 333 $ 1,085 $ 2,699 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories consisted of the following: March 31, 2017 December 31, 2016 Raw material $ 37,245 $ 37,222 Work-in-process 4,898 4,175 Finished goods 29,253 32,204 Total inventories $ 71,396 $ 73,601 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 4. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, was as follows: Balance as of December 31, 2016 $ 42,157 Foreign currency impact 231 Balance as of March 31, 2017 $ 42,388 The Company’s other intangible assets - net consisted of the following: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,911 $ (443 ) $ 1,468 $ 1,880 $ (366 ) $ 1,514 Customer relationships 110,258 (18,647 ) 91,611 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,855 (9,466 ) 48,389 57,744 (8,460 ) 49,284 Total other intangible assets - net $ 170,024 $ (28,556 ) $ 141,468 $ 169,714 $ (25,456 ) $ 144,258 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 5. Debt and Hedging Instruments The Company’s debt consisted of the following: March 31, 2017 December 31, 2016 First Lien Term Loans $ 302,250 $ 303,025 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (4,750 ) (5,002 ) Deferred financing costs on Term Loans (7,107 ) (7,503 ) Foreign debt 24,665 23,303 Capital lease obligations 1,199 1,301 Total debt 426,257 425,124 Less: Current portion (8,523 ) (8,179 ) Total long-term debt $ 417,734 $ 416,945 Senior Secured Credit Facilities As of March 31, 2017 , the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) included (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing in 2021, of which $302.3 million is outstanding, (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% or (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 wholly-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 a periodic decrease to 4.50 to 1.00 on December 31, 2017 and remaining at that level thereafter. If such outstanding amounts do not exceed 25 percent of the revolving credit commitments at the end of any fiscal quarter, no financial covenants are applicable. At March 31, 2017 , the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 5.6% and 9.1% , respectively. At March 31, 2017 , the Company had a total of $34.9 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $5.1 million , which reduce availability under the facility. Under the Senior Secured Credit Facilities, the Company is subject to mandatory prepayments if certain requirements are met. The mandatory prepayment is in excess of regular current installments due. At March 31, 2017 and December 31, 2016 , a mandatory prepayment of $1.9 million under the Senior Secured Credit Facilities was included within the current portion of long-term debt in the condensed consolidated balance sheets. The mandatory prepayment of $1.9 million was paid on April 10, 2017 . Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: March 31, 2017 December 31, 2016 Germany $ 23,270 $ 21,469 Mexico 700 850 India 683 834 Other 12 150 Total foreign debt $ 24,665 $ 23,303 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $12.8 million and $0.1 million to $12.6 million as of March 31, 2017 and December 31, 2016 , respectively. Certain of the Company’s foreign borrowings contain financial covenants requiring maintenance of a minimum equity ratio and/or maximum leverage ratio, among others. The Company was in compliance with these covenants as of March 31, 2017 . The foreign debt obligations in Germany primarily relate to term loans within our finishing segment of $19.3 million at March 31, 2017 and $19.3 million at December 31, 2016 . The 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. Interest Rate Hedge Contracts The Company is exposed to certain financial risks relating to fluctuations in interest rates. To manage exposure to such fluctuations, the Company entered into forward starting interest rate swap agreements (“Swaps”) in 2015 with notional values totaling $210.0 million at March 31, 2017 and December 31, 2016 . 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 had a forward start date of December 30, 2016 and have an expiration date of June 30, 2020. As such, the Company began recognizing interest expense related to the interest rate hedge contracts in the first quarter of 2017. For the three months ended March 31, 2017 , the Company recognized $0.6 million of interest expense related to the Swaps. There was no interest expense recognized in 2016. The Company expects to recognize interest expense of $1.5 million related to the Swaps in the next 12 months. The fair values of the Company’s Swaps are recorded on the condensed consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The fair value of the Swaps was $1.5 million at March 31, 2017 and $2.0 million at December 31, 2016 , respectively. See the amounts recorded on the condensed consolidated balance sheets within the table below: March 31, 2017 December 31, 2016 Interest rate swaps: Recorded in other current liabilities $ 1,503 $ 1,916 Recorded in other long-term liabilities 40 133 Total derivatives designated as hedging instruments $ 1,543 $ 2,049 |
Share Based Compensation
Share Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 6. 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 March 31, 2017 , there were 802,763 shares of common stock that remained authorized and available for future grants. The Company recognized the following share-based compensation expense: Three Months Ended March 31, 2017 April 1, 2016 Restricted stock units $ 343 $ 254 Adjusted EBITDA vesting awards — 20 Stock price vesting awards 6 29 ROIC vesting awards — 45 Subtotal 349 348 Impact of accelerated vesting — 228 Total share-based compensation expense (income) $ 349 $ 576 Total income tax benefit recognized $ 133 $ 214 As of March 31, 2017 , total unrecognized compensation cost related to share-based compensation awards was approximately $0.8 million , which the Company expects to recognize over a weighted average period of approximately 1.4 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 Outstanding at December 31, 2016 554 $ 5.22 723 $ 9.67 341 $ 2.85 513 $ 3.65 Granted 30 1.45 — — — — — — Issued (17 ) 3.43 — — — — — — Deferred — — — — — — — — Forfeited (3 ) 3.46 — — (141 ) 3.54 (10 ) 3.46 Outstanding at March 31, 2017 564 $ 5.08 723 $ 9.67 200 $ 2.37 503 $ 3.66 Restricted Stock Units As of March 31, 2017 , there was $0.8 million of unrecognized share-based compensation expense related to 435,200 RSU awards, with a weighted-average grant date fair value of $4.35 , that are expected to vest over a weighted-average period of 1.4 years . Included within the 564,312 RSU awards outstanding as of March 31, 2017 are 129,112 RSU awards for members of our Board of Directors which have vested and issuance of the shares has been deferred, with a weighted-average grant date fair value of $7.53 . In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the three months ended March 31, 2017 and April 1, 2016 , there were 4,279 and 8,545 shares, respectively, 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 March 31, 2017 , 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 March 31, 2017 , 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 0.2 years . ROIC Vesting Awards During the fourth quarter of 2016, the Company lowered its estimated vesting of ROIC (return on invested capital) based performance share unit awards with a three year measurement period ending on December 31, 2018 from 100% of target, or 335,057 shares, to an estimated payout of 0% of target or 0 shares. As of March 31, 2017 , there was no unrecognized compensation expense related to ROIC based vesting performance share unit awards expected to be recognized in subsequent periods. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 7. 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, RSUs, 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 contributed by former owners and management of Jason Partners Holdings Inc. 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 was as follows: Three Months Ended March 31, 2017 April 1, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.05 ) $ (0.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (1,304 ) $ (3,406 ) Denominator: Basic and diluted weighted-average shares outstanding 25,784 22,388 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,728 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) 239 3,486 Restricted stock units 548 302 Performance share units 1,463 1,185 Total 19,972 22,620 (1) Includes the impact of 915 additional Series A Preferred Stock shares from a stock dividend declared on March 14, 2017 paid in additional shares of Series A Preferred Stock on April 1, 2017 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. (2) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the first quarter of 2017. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses available to the Company’s common shareholders for each of the periods presented, potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method, in accordance with Accounting Standards Codification Topic 260. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. 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 tax rate was (7.9)% and 45.8% for the three months ended March 31, 2017 and April 1, 2016 , respectively. The effective income tax rate for both 2017 and 2016 reflects the benefits of tax losses at the higher U.S. Federal statutory rate, 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 $0.2 million for the three months ended March 31, 2017 . The net discrete tax provision was a result of the vesting and forfeiture of restricted stock units for which no tax benefit will be realized. The net discrete tax provision was $0.1 million for the three months ended April 1, 2016 . The amount of gross unrecognized tax benefits was $2.0 million and $1.9 million as of March 31, 2017 and December 31, 2016 , respectively, of which $1.7 million and $1.6 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 $0.1 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 as of March 31, 2017 and December 31, 2016 . |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | 9. Shareholders' (Deficit) Equity The changes in the components of accumulated other comprehensive loss, net of taxes, for the three months ended March 31, 2017 and April 1, 2016 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777 ) $ (27,404 ) $ (1,191 ) $ (30,372 ) Other comprehensive income (loss) before reclassifications — 1,136 (42 ) 1,094 Amounts reclassified from accumulated other comprehensive loss — — 353 353 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at March 31, 2017 $ (1,890 ) $ (27,966 ) $ (953 ) $ (30,809 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 2,723 (1,745 ) 978 Balance at April 1, 2016 $ (1,051 ) $ (17,514 ) $ (1,913 ) $ (20,478 ) The Company did not reclassify any amounts from accumulated other comprehensive loss to earnings for the three months ended April 1, 2016 . Series A Preferred Stock Dividends The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the three months ended March 31, 2017 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 On March 14, 2017 , the Company announced a $20.00 per share dividend on its Series A Preferred Stock to be paid in additional shares of Series A Preferred Stock on April 1, 2017 to holders of record on February 15, 2017 . As of March 31, 2017 , the Company has recorded the 915 additional Series A Preferred Stock shares declared for the dividend of $0.9 million within preferred stock in the condensed consolidated balance sheets. Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. On June 30, 2014, the Company and Jason Partners Holdings Inc. (“Jason”) completed a transaction in which JPHI, a majority owned subsidiary of the Company, acquired all of the capital stock of Jason from its current owners (the “Business Combination”). The purchase price included the contribution of Jason common stock to JPHI by certain former owners, directors and management of Jason (collectively, the “Rollover Participants”) in exchange for JPHI stock. Following the consummation of the Business Combination, Jason became an indirect majority-owned subsidiary of the Company, with the Company then owning approximately 83.1 percent of JPHI and the Rollover Participants then owning a noncontrolling interest of approximately 16.9 percent of JPHI. The Rollover Participants received 3,485,623 shares of JPHI, which were exchangeable on a one-for-one basis for shares of common stock of the Company. In November and December 2016, certain Rollover Participants exchanged 2,401,616 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 6.0 percent . As of December 31, 2016 , 1,084,007 shares of JPHI stock were outstanding with the Rollover Participants. In the first quarter of 2017, certain Rollover participants exchanged the remaining 1,084,007 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 0 percent , and no shares of JPHI stock remain outstanding as of March 31, 2017 . The decreases to the noncontrolling interest as a result of the exchanges resulted in increases in both accumulated other comprehensive loss and additional paid-in capital to reflect the Company’s increased ownership in JPHI. |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 10. Business Segments, Geographic and Customer Information The Company’s business activities are organized around and aggregated into reportable segments based on their similar economic characteristics, products, production processes, types of customers and distribution methods. The Company has four reportable segments: finishing, components, seating and acoustics. Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended March 31, 2017 April 1, 2016 Finishing $ 49,476 $ 50,276 Components 21,117 26,837 Seating 47,373 51,950 Acoustics 57,227 61,911 Net Sales $ 175,193 $ 190,974 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, GAAP on segment reporting requires 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 March 31, 2017 April 1, 2016 Segment Adjusted EBITDA Finishing $ 7,067 $ 5,229 Components 2,720 4,613 Seating 5,530 6,629 Acoustics 6,721 6,615 Total segment Adjusted EBITDA $ 22,038 $ 23,086 Interest expense (336 ) (422 ) Depreciation and amortization (9,763 ) (10,205 ) Gain (loss) on disposal of property, plant and equipment - net 330 (703 ) Restructuring (1) (681 ) (2,649 ) Integration and other restructuring costs (1) — (1,262 ) Total segment income before income taxes 11,588 7,845 Corporate general and administrative expenses (3,477 ) (4,747 ) Corporate interest expense (8,030 ) (7,602 ) Corporate depreciation (85 ) (92 ) Corporate restructuring (1) — (68 ) Corporate integration and other restructuring costs (1) — (327 ) Corporate share-based compensation (349 ) (576 ) Consolidated loss before income taxes $ (353 ) $ (5,567 ) (1) Prior year amounts have been reclassified to conform with the current year’s presentation. Assets held by reportable segments were as follows: March 31, 2017 December 31, 2016 Finishing $ 236,993 $ 233,045 Components 79,251 81,450 Seating 109,653 105,184 Acoustics 173,436 172,769 Total segments 599,333 592,448 Corporate and eliminations (12,131 ) (8,117 ) Consolidated total assets $ 587,202 $ 584,331 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. 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 $361.7 million as of March 31, 2017 . As of December 31, 2016 , the fair value of total debt was approximately $365.8 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 terms 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 and therefore the Company’s derivatives are classified within Level 2. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Litigation Matters On December 22, 2016, JMB Capital Partners Master Fund, L.P. (“Plaintiff”), filed a complaint in the Supreme Court of the State of New York, County of New York, captioned JMB Capital Partners Master Fund, L.P. v. Jason Industries, Inc., et al., Index No. 656692/2016. The complaint names the Company and Jeffry N. Quinn as defendants (“Defendants”) and asserts claims for breach of representations and warranties, fraudulent inducement, negligent misrepresentation, conversion, unjust enrichment and breach of the implied covenant of good faith and fair dealing. The claims arise out of alleged misrepresentations made in connection with the sale of Series A Preferred Stock to Plaintiff pursuant to a Subscription Agreement executed on May 14, 2014. Plaintiff seeks compensatory damages, rescission of the Subscription Agreement, consequential and punitive damages, attorneys’ fees, pre-judgment and post-judgment interest, costs of suit, and other equitable relief. Plaintiff filed an amended complaint and Defendants have filed their motion to dismiss. The Company continues to believe that this action lacks merit and intends to defend the case vigorously. As of March 31, 2017 , the Company has not recorded a loss contingency related to this case, as the risk of loss is not perceived to be probable based on facts of the case known to date. As this case is in the early stages, no range of loss can be reasonably estimated at this time, however, an unfavorable outcome in the matter could have a material adverse effect on the Company’s financial condition or cash flows. The Company will continue to evaluate the status of the case and would record a reserve for losses at the time when it is both probable that a loss has been incurred and the amount of loss is reasonably estimable. In the third quarter of 2016, 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 and defending such claims and has gathered additional information to assess the total potential exposure related to this matter, including the potential of additional claims. In the opinion of management, the resolution of this contingency will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. In addition to the cases noted above, the Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, labor, and employment claims. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Environmental Matters At March 31, 2017 and December 31, 2016 , 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. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Sale-leaseback of Libertyville, IL facility In April 2017, the Company completed a sale leaseback of our Libertyville, Illinois facility consisting of land and production facilities related to our components segment and received proceeds, net of fees and closing costs, of $5.6 million in connection with the sale. The lease commences in April 2017 and expires in March 2032. The Company has classified the lease as an operating lease and will pay approximately $10.1 million in minimum lease payments over the life of the lease. |
Description of Business and B22
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 in the United States of America (“GAAP”) 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 GAAP 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, 2016 . 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 2017 , the Company’s fiscal quarters are comprised of the three months ending March 31 , June 30 , September 29 and December 31 . In 2016 , the Company’s fiscal quarters were comprised of the three months ended April 1 , July 1 , September 30 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 | Accounting standards adopted in the current fiscal period In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “ Simplifying the Measurement of Inventory ” (“ASU 2015-11”). Under ASU 2015-11, inventory is measured at the “lower of cost and net realizable value” and options that formerly existed for “market value” were eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The Company adopted ASU 2015-11 effective January 1, 2017 on a prospective basis. There was an insignificant impact to the reported condensed consolidated financial statements for the period ended March 31, 2017 . In January 2017, the FASB issued ASU 2017-04, “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, the amount of goodwill impairment will be determined by the amount the carrying value of the reporting unit exceeds its fair value. ASU 2017-04 is required to be applied on a prospective basis. The Company adopted ASU 2017-04 effective January 1, 2017. The adoption of this standard did not impact the Company’s condensed consolidated financial statements, as no triggering events or indicators of potential impairment were identified during the three months ended March 31, 2017 and the Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. Accounting standards to be adopted in future fiscal periods In May 2014, the FASB issued ASU 2014-09, “ Revenue From Contracts With Customers ” (“ASU 2014-09”). ASU 2014-09 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 standard 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. ASU 2014-09 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 2018 fiscal year. In 2016 and 2017, the FASB issued several ASU’s related to ASU 2014-09, which simplify and provide additional guidance to companies for implementation of the standard. The Company is evaluating the recently issued guidance on practical expedients in order to select a transition method. The Company is also assessing the impact that ASU 2014-09 will have on its consolidated financial statements and disclosures. This evaluation includes completing an inventory of revenue streams by like contracts to allow for ease of implementation, monitoring developments for the manufacturing industry, and evaluating potential changes to our business processes, systems, and controls to support the recognition and disclosure under the new standard. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ” (“ASU 2016-01”). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard is effective for interim and annual periods beginning after December 15, 2017. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). ASU 2016-02 establishes new accounting and disclosure requirements for leases. This standard 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. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. This standard 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 working to complete an inventory of all of its lease contracts and currently intends to adopt the standard in the first quarter of fiscal 2019. The Company expects this ASU to have a material impact on its consolidated financial statements upon recognition of the lease liability and right-of-use asset for lease contracts which are currently accounted for as operating leases. In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ” (“ASU 2016-16”). ASU 2016-16 will require companies to recognize the income tax effects of intercompany sales and transfers of assets other than inventory in the period in which the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2017 and requires companies to apply a modified retrospective approach with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s condensed consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s condensed consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its condensed 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) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The 2016 program began in the first quarter of 2016 and as such, the cumulative restructuring charges represent the cumulative charges incurred since the inception of the 2016 program through March 31, 2017 . The other costs incurred under the 2016 program in the first quarter of 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment and exit costs related to the wind down of the finishing segment’s facility in São Bernardo do Campo, Brazil. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $10 million under the 2016 program. These restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - three months ended March 31, 2017: Severance costs $ 7 $ — $ (17 ) $ 25 $ — $ 15 Lease termination costs 20 — — 63 — 83 Other costs 102 364 — 117 — 583 Total $ 129 $ 364 $ (17 ) $ 205 $ — $ 681 Restructuring charges - three months ended April 1, 2016: Severance costs $ 1,247 $ 557 $ — $ 741 $ 68 $ 2,613 Lease termination costs 104 — — — — 104 Other costs — — — — — — Total $ 1,351 $ 557 $ — $ 741 $ 68 $ 2,717 Cumulative restructuring charges - period ended March 31, 2017: Severance costs $ 3,294 $ 378 $ 59 $ 1,002 $ 597 $ 5,330 Lease termination costs 364 — — 63 — 427 Other costs 1,105 878 — 173 — 2,156 Total $ 4,763 $ 1,256 $ 59 $ 1,238 $ 597 $ 7,913 The following table represents the restructuring liabilities, including both the 2016 program and previous activities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 15 83 583 681 Cash payments (621 ) (194 ) (582 ) (1,397 ) Foreign currency impact 20 — 35 55 Balance - March 31, 2017 $ 695 $ 222 $ 1,121 $ 2,038 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 2,613 104 — 2,717 Cash payments (1,195 ) (344 ) — (1,539 ) Balance - April 1, 2016 $ 2,012 $ 798 $ — $ 2,810 The following table presents the classification of the restructuring liabilities on the condensed consolidated balance sheets. At March 31, 2017 and December 31, 2016 , the accrual for lease termination costs relates to restructuring costs associated with a 2016 lease termination in the finishing segment. At March 31, 2017 and December 31, 2016 , the accrual for other costs primarily relates to a loss contingency for certain employment matter claims within the finishing segment due to the closure of a facility in São Bernardo do Campo, Brazil. See further discussion within Note 12 , “ Commitments and Contingencies ”. March 31, 2017 December 31, 2016 Severance Lease Other costs Total Severance Lease Other costs Total Restructuring liabilities: Recorded in other current liabilities $ 695 $ 222 $ 1,121 $ 2,038 $ 1,281 $ 333 $ 1,085 $ 2,699 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories consisted of the following: March 31, 2017 December 31, 2016 Raw material $ 37,245 $ 37,222 Work-in-process 4,898 4,175 Finished goods 29,253 32,204 Total inventories $ 71,396 $ 73,601 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, was as follows: Balance as of December 31, 2016 $ 42,157 Foreign currency impact 231 Balance as of March 31, 2017 $ 42,388 |
Schedule of Other Intangible Assets | The Company’s other intangible assets - net consisted of the following: March 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,911 $ (443 ) $ 1,468 $ 1,880 $ (366 ) $ 1,514 Customer relationships 110,258 (18,647 ) 91,611 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,855 (9,466 ) 48,389 57,744 (8,460 ) 49,284 Total other intangible assets - net $ 170,024 $ (28,556 ) $ 141,468 $ 169,714 $ (25,456 ) $ 144,258 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Foreign Debt | The Company has the following foreign debt obligations, including various overdraft facilities and term loans: March 31, 2017 December 31, 2016 Germany $ 23,270 $ 21,469 Mexico 700 850 India 683 834 Other 12 150 Total foreign debt $ 24,665 $ 23,303 The Company’s debt consisted of the following: March 31, 2017 December 31, 2016 First Lien Term Loans $ 302,250 $ 303,025 Second Lien Term Loans 110,000 110,000 Debt discount on Term Loans (4,750 ) (5,002 ) Deferred financing costs on Term Loans (7,107 ) (7,503 ) Foreign debt 24,665 23,303 Capital lease obligations 1,199 1,301 Total debt 426,257 425,124 Less: Current portion (8,523 ) (8,179 ) Total long-term debt $ 417,734 $ 416,945 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The Company recognized the following share-based compensation expense: Three Months Ended March 31, 2017 April 1, 2016 Restricted stock units $ 343 $ 254 Adjusted EBITDA vesting awards — 20 Stock price vesting awards 6 29 ROIC vesting awards — 45 Subtotal 349 348 Impact of accelerated vesting — 228 Total share-based compensation expense (income) $ 349 $ 576 Total income tax benefit recognized $ 133 $ 214 |
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 Outstanding at December 31, 2016 554 $ 5.22 723 $ 9.67 341 $ 2.85 513 $ 3.65 Granted 30 1.45 — — — — — — Issued (17 ) 3.43 — — — — — — Deferred — — — — — — — — Forfeited (3 ) 3.46 — — (141 ) 3.54 (10 ) 3.46 Outstanding at March 31, 2017 564 $ 5.08 723 $ 9.67 200 $ 2.37 503 $ 3.66 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 was as follows: Three Months Ended March 31, 2017 April 1, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.05 ) $ (0.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (1,304 ) $ (3,406 ) Denominator: Basic and diluted weighted-average shares outstanding 25,784 22,388 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,728 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) 239 3,486 Restricted stock units 548 302 Performance share units 1,463 1,185 Total 19,972 22,620 (1) Includes the impact of 915 additional Series A Preferred Stock shares from a stock dividend declared on March 14, 2017 paid in additional shares of Series A Preferred Stock on April 1, 2017 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. (2) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the first quarter of 2017. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive loss, net of taxes, for the three months ended March 31, 2017 and April 1, 2016 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777 ) $ (27,404 ) $ (1,191 ) $ (30,372 ) Other comprehensive income (loss) before reclassifications — 1,136 (42 ) 1,094 Amounts reclassified from accumulated other comprehensive loss — — 353 353 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at March 31, 2017 $ (1,890 ) $ (27,966 ) $ (953 ) $ (30,809 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 2,723 (1,745 ) 978 Balance at April 1, 2016 $ (1,051 ) $ (17,514 ) $ (1,913 ) $ (20,478 ) |
Dividends on Series A Preferred Stock | The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the three months ended March 31, 2017 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 |
Business Segments, Geographic30
Business Segments, Geographic and Customer Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 April 1, 2016 Finishing $ 49,476 $ 50,276 Components 21,117 26,837 Seating 47,373 51,950 Acoustics 57,227 61,911 Net Sales $ 175,193 $ 190,974 |
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 March 31, 2017 April 1, 2016 Segment Adjusted EBITDA Finishing $ 7,067 $ 5,229 Components 2,720 4,613 Seating 5,530 6,629 Acoustics 6,721 6,615 Total segment Adjusted EBITDA $ 22,038 $ 23,086 Interest expense (336 ) (422 ) Depreciation and amortization (9,763 ) (10,205 ) Gain (loss) on disposal of property, plant and equipment - net 330 (703 ) Restructuring (1) (681 ) (2,649 ) Integration and other restructuring costs (1) — (1,262 ) Total segment income before income taxes 11,588 7,845 Corporate general and administrative expenses (3,477 ) (4,747 ) Corporate interest expense (8,030 ) (7,602 ) Corporate depreciation (85 ) (92 ) Corporate restructuring (1) — (68 ) Corporate integration and other restructuring costs (1) — (327 ) Corporate share-based compensation (349 ) (576 ) Consolidated loss before income taxes $ (353 ) $ (5,567 ) (1) Prior year amounts have been reclassified to conform with the current year’s presentation. |
Reconciliation of Assets from Segment to Consolidated | Assets held by reportable segments were as follows: March 31, 2017 December 31, 2016 Finishing $ 236,993 $ 233,045 Components 79,251 81,450 Seating 109,653 105,184 Acoustics 173,436 172,769 Total segments 599,333 592,448 Corporate and eliminations (12,131 ) (8,117 ) Consolidated total assets $ 587,202 $ 584,331 |
Description of Business and B31
Description of Business and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2017segmentcountry | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 4 |
Number of countries Jason in | country | 13 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 13 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | Mar. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | $ 2,699 | $ 1,632 | |
Current period restructuring charges | 681 | 2,717 | $ 7,913 |
Cash payments | (1,397) | (1,539) | |
Foreign currency impact | 55 | ||
Restructuring Reserve Ending Balance | 2,038 | 2,810 | 2,038 |
Other Current Liabilities | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 2,699 | ||
Restructuring Reserve Ending Balance | 2,038 | 2,038 | |
Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 1,281 | 594 | |
Current period restructuring charges | 15 | 2,613 | |
Cash payments | (621) | (1,195) | |
Foreign currency impact | 20 | ||
Restructuring Reserve Ending Balance | 695 | 2,012 | 695 |
Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 333 | 1,038 | |
Current period restructuring charges | 83 | 104 | |
Cash payments | (194) | (344) | |
Foreign currency impact | 0 | ||
Restructuring Reserve Ending Balance | 222 | 798 | 222 |
Lease termination costs | Other Current Liabilities | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 333 | ||
Restructuring Reserve Ending Balance | 222 | 222 | |
Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve Beginning Balance | 1,085 | 0 | |
Current period restructuring charges | 583 | 0 | |
Cash payments | (582) | 0 | |
Foreign currency impact | 35 | ||
Restructuring Reserve Ending Balance | 1,121 | 0 | 1,121 |
Operating Segments | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 681 | 2,649 | |
2016 Program | |||
Restructuring Reserve [Roll Forward] | |||
Expected total restructuring cost | 10,000 | 10,000 | |
2016 Program | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 15 | 2,613 | 5,330 |
2016 Program | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 83 | 104 | 427 |
2016 Program | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 583 | 0 | 2,156 |
2016 Program | Operating Segments | Finishing | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 129 | 1,351 | 4,763 |
2016 Program | Operating Segments | Finishing | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 7 | 1,247 | 3,294 |
2016 Program | Operating Segments | Finishing | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 20 | 104 | 364 |
2016 Program | Operating Segments | Finishing | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 102 | 0 | 1,105 |
2016 Program | Operating Segments | Components | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 364 | 557 | 1,256 |
2016 Program | Operating Segments | Components | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 557 | 378 |
2016 Program | Operating Segments | Components | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 0 | 0 |
2016 Program | Operating Segments | Components | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 364 | 0 | 878 |
2016 Program | Operating Segments | Seating | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | (17) | 0 | 59 |
2016 Program | Operating Segments | Seating | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | (17) | 0 | 59 |
2016 Program | Operating Segments | Seating | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 0 | 0 |
2016 Program | Operating Segments | Seating | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 0 | 0 |
2016 Program | Operating Segments | Acoustics | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 205 | 741 | 1,238 |
2016 Program | Operating Segments | Acoustics | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 25 | 741 | 1,002 |
2016 Program | Operating Segments | Acoustics | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 63 | 0 | 63 |
2016 Program | Operating Segments | Acoustics | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 117 | 0 | 173 |
2016 Program | Operating Segments | Corporate | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 68 | 597 |
2016 Program | Operating Segments | Corporate | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 68 | 597 |
2016 Program | Operating Segments | Corporate | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | 0 | 0 | 0 |
2016 Program | Operating Segments | Corporate | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | $ 0 | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 37,245 | $ 37,222 |
Work-in-process | 4,898 | 4,175 |
Finished goods | 29,253 | 32,204 |
Total inventories | $ 71,396 | $ 73,601 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning of Period | $ 42,157 |
Foreign currency impact | 231 |
Goodwill, End of Period | $ 42,388 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 170,024 | $ 169,714 |
Accumulated Amortization | (28,556) | (25,456) |
Net | 141,468 | 144,258 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,911 | 1,880 |
Accumulated Amortization | (443) | (366) |
Net | 1,468 | 1,514 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 110,258 | 110,090 |
Accumulated Amortization | (18,647) | (16,630) |
Net | 91,611 | 93,460 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,855 | 57,744 |
Accumulated Amortization | (9,466) | (8,460) |
Net | $ 48,389 | $ 49,284 |
Debt and Hedging Instruments (D
Debt and Hedging Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instruments [Abstract] | ||
Total debt | $ 426,257 | $ 425,124 |
Less: Current portion | (8,523) | (8,179) |
Long-term debt | 417,734 | 416,945 |
Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 24,665 | 23,303 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 302,250 | 303,025 |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 110,000 | 110,000 |
Debt discount on Term Loans | (4,750) | (5,002) |
Deferred financing costs on Term Loans | (7,107) | (7,503) |
Secured Debt | Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 24,665 | 23,303 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 1,199 | $ 1,301 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 10, 2017USD ($) | |
Long-term Debt, Successor [Abstract] | ||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | ||
Derivative, fixed interest rate | 2.08% | |||
Derivative liability, fair value | $ 1,543,000 | 2,049,000 | ||
Interest Rate Swap | ||||
Long-term Debt, Successor [Abstract] | ||||
Interest expense recognized | 600,000 | 0 | ||
Other Current Liabilities | ||||
Long-term Debt, Successor [Abstract] | ||||
Derivative liability, fair value | 1,503,000 | 1,916,000 | ||
Other Noncurrent Liabilities | ||||
Long-term Debt, Successor [Abstract] | ||||
Derivative liability, fair value | $ 40,000 | 133,000 | ||
Scenario, Forecast | Interest Rate Swap | ||||
Long-term Debt, Successor [Abstract] | ||||
Interest expense recognized | $ 1,500,000 | |||
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% | |||
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 0.50% | |||
Senior Secured Credit Facilities | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 1.00% | |||
First Lien Term Loan | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 3.50% | |||
Percentage bearing variable interest, percentage rate | 1.00% | |||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 4.50% | |||
Second Lien Term Loan | Eurodollar | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 7.00% | |||
Percentage bearing variable interest, percentage rate | 1.00% | |||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||
Long-term Debt, Successor [Abstract] | ||||
Basis spread on variable rate | 8.00% | |||
Individual Foreign Loans | Germany | ||||
Foreign Debt [Abstract] | ||||
Term loan amount | $ 19,300,000 | 19,300,000 | ||
Individual Foreign Loans | Minimum | Germany | ||||
Foreign Debt [Abstract] | ||||
Interest rate on acquired long-term debt | 2.30% | |||
Individual Foreign Loans | Maximum | Germany | ||||
Foreign Debt [Abstract] | ||||
Interest rate on acquired long-term debt | 4.60% | |||
Secured Debt | Long-term Debt, Current Portion [Member] | ||||
Long-term Debt, Successor [Abstract] | ||||
Mandatory prepayment | $ 1,900,000 | 1,900,000 | ||
Secured Debt | Long-term Debt, Current Portion [Member] | Subsequent Event | ||||
Long-term Debt, Successor [Abstract] | ||||
Mandatory prepayment | $ 1,900,000 | |||
Secured Debt | Revolving Credit Facility | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |||
Line of credit facility, remaining borrowing capacity | 34,900,000 | |||
Revolving credit facility, amount outstanding | 0 | |||
Outstanding letters of credit | 5,100,000 | |||
Secured Debt | First Lien Term Loan | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | 310,000,000 | |||
Total foreign debt | 302,250,000 | 303,025,000 | ||
Amortization of debt discount (premium) | $ 800,000 | |||
Consolidated net leverage ratio, first periodic decrease | 5.25 | |||
Interest rate, effective percentage | 5.60% | |||
Foreign Debt [Abstract] | ||||
Total foreign debt | $ 302,250,000 | 303,025,000 | ||
Secured Debt | First Lien Term Loan | Scenario, Forecast | ||||
Long-term Debt, Successor [Abstract] | ||||
Consolidated net leverage ratio, second periodic decrease | 4.5 | |||
Secured Debt | Second Lien Term Loan | ||||
Long-term Debt, Successor [Abstract] | ||||
Line of credit facility, maximum borrowing capacity | 110,000,000 | |||
Total foreign debt | $ 110,000,000 | 110,000,000 | ||
Interest rate, effective percentage | 9.10% | |||
Foreign Debt [Abstract] | ||||
Total foreign debt | $ 110,000,000 | 110,000,000 | ||
Secured Debt | Revolving Credit Facility | ||||
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 | |||
Foreign Debt | Minimum | ||||
Long-term Debt, Successor [Abstract] | ||||
Total foreign debt | 100,000 | 100,000 | ||
Foreign Debt [Abstract] | ||||
Total foreign debt | 100,000 | 100,000 | ||
Foreign Debt | Maximum | ||||
Long-term Debt, Successor [Abstract] | ||||
Total foreign debt | 12,800,000 | 12,600,000 | ||
Foreign Debt [Abstract] | ||||
Total foreign debt | $ 12,800,000 | $ 12,600,000 |
Debt and Hedging Instruments Fo
Debt and Hedging Instruments Foreign Debt (Details) - Foreign Debt - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total foreign debt | $ 24,665 | $ 23,303 |
Germany | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 23,270 | 21,469 |
Mexico | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 700 | 850 |
India | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 683 | 834 |
Other | ||
Debt Instrument [Line Items] | ||
Total foreign debt | $ 12 | $ 150 |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) - USD ($) | Jul. 02, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 01, 2016 | Apr. 01, 2016 |
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 | 1 year 4 months 24 days | ||||
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 | $ 800,000 | ||||
Shares expected to vest (in shares) | 435,200 | ||||
Weighted-average grant date fair value, expected to vest (in dollars per share) | $ 4.35 | ||||
Weighted average remaining contractual term | 1 year 4 months 24 days | ||||
RSU awards outstanding (in shares) | 564,312 | 554,000 | |||
Weighted-average grant date fair value, vested (in dollars per share) | $ 3.43 | ||||
Statutory tax withholding (in shares) | 4,279 | 8,545 | |||
Restricted stock units | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSU awards outstanding (in shares) | 129,112 | ||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 7.53 | ||||
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 | ||||
RSU awards outstanding (in shares) | 723,000 | 723,000 | |||
Weighted-average grant date fair value, vested (in dollars per share) | $ 0 | ||||
Target shares for calculation of compensation expense, measurement period | 3 years | ||||
Estimated payout percent | 0.00% | 62.50% | |||
Target shares for calculation of compensation expense (in shares) | 0 | 301,382 | |||
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 | 2 months 12 days | ||||
RSU awards outstanding (in shares) | 200,000 | 341,000 | |||
Weighted-average grant date fair value, vested (in dollars per share) | $ 0 | ||||
Unrecognized share-based compensation | $ 0 | ||||
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 | $ 0 | ||||
RSU awards outstanding (in shares) | 503,000 | 513,000 | |||
Weighted-average grant date fair value, vested (in dollars per share) | $ 0 | ||||
Estimated payout percent | 0.00% | ||||
Target shares for calculation of compensation expense (in shares) | 0 | ||||
Target vested shares for calculation of compensation expense, measurement period | 3 years | ||||
Estimated vesting percentage for calculation of compensation expense | 100.00% | ||||
Target vested shares for calculation of compensation expense (in shares) | 335,057 | ||||
2014 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Capital shares reserved for future issuance (in shares) | 3,473,435 | ||||
Common stock shares available for grant (in shares) | 802,763 | ||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 800,000 |
Share Based Compensation Compen
Share Based Compensation Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 349 | $ 348 |
Impact of accelerated vesting | 0 | 228 |
Total share-based compensation expense (income) | 349 | 576 |
Total income tax benefit recognized | 133 | 214 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 343 | 254 |
Adjusted EBITDA vesting awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 0 | 20 |
Stock price vesting awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | 6 | 29 |
ROIC vesting awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated share-based compensation expense | $ 0 | $ 45 |
Share Based Compensation Perfor
Share Based Compensation Performance and Restricted Share Units Activity (Details) | 3 Months Ended |
Mar. 31, 2017$ / 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, beginning balance | shares | 554,000 |
Granted (in shares) | shares | 30,000 |
Issued (in shares) | shares | (17,000) |
Deferred (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (3,000) |
Nonvested, ending balance | shares | 564,312 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, beginning balance | $ / shares | $ 5.22 |
Granted (in dollars per share) | $ / shares | 1.45 |
Issued (in dollars per share) | $ / shares | 3.43 |
Deferred (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.46 |
Nonvested, ending balance | $ / shares | $ 5.08 |
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, beginning balance | shares | 723,000 |
Granted (in shares) | shares | 0 |
Issued (in shares) | shares | 0 |
Deferred (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | 0 |
Nonvested, ending balance | 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, beginning balance | $ / shares | $ 9.67 |
Granted (in dollars per share) | $ / shares | 0 |
Issued (in dollars per share) | $ / shares | 0 |
Deferred (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 0 |
Nonvested, ending balance | $ / 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, beginning balance | shares | 341,000 |
Granted (in shares) | shares | 0 |
Issued (in shares) | shares | 0 |
Deferred (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (141,000) |
Nonvested, ending balance | shares | 200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, beginning balance | $ / shares | $ 2.85 |
Granted (in dollars per share) | $ / shares | 0 |
Issued (in dollars per share) | $ / shares | 0 |
Deferred (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.54 |
Nonvested, ending balance | $ / shares | $ 2.37 |
ROIC vesting awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Nonvested, beginning balance | shares | 513,000 |
Granted (in shares) | shares | 0 |
Issued (in shares) | shares | 0 |
Deferred (in shares) | shares | 0 |
Forfeited or expired (in shares) | shares | (10,000) |
Nonvested, ending balance | shares | 503,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Nonvested, beginning balance | $ / shares | $ 3.65 |
Granted (in dollars per share) | $ / shares | 0 |
Issued (in dollars per share) | $ / shares | 0 |
Deferred (in dollars per share) | $ / shares | 0 |
Forfeited or expired (in dollars per share) | $ / shares | 3.46 |
Nonvested, ending balance | $ / shares | $ 3.66 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2017 | Apr. 01, 2016 | Mar. 30, 2017 | Mar. 14, 2017 | Dec. 15, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Net loss per share attributable to Jason Industries common shareholders, basic and diluted (in dollars per share) | $ (0.05) | $ (0.15) | |||
Net loss available to common shareholders of Jason Industries | $ (1,304) | $ (3,406) | |||
Basic and diluted weighted-average shares outstanding (in shares) | 25,784,000 | 22,388,000 | |||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 19,972,000 | 22,620,000 | |||
Preferred Stock, shares declared (in shares) | 915 | ||||
Conversion of Series A 8% Perpetual Convertible Preferred (1) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Preferred Stock, shares declared (in shares) | 915 | 915 | 899 | ||
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) | 13,994,000 | 13,994,000 | |||
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) | 239,000 | 3,486,000 | |||
Equity Option | Conversion of Series A 8% Perpetual Convertible Preferred (1) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Interest rate | 8.00% | 8.00% | |||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,728,000 | 3,653,000 | |||
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) | 548,000 | 302,000 | |||
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) | 1,463,000 | 1,185,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Apr. 01, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | (7.90%) | 45.80% | |
Net discrete tax provision | $ 0.2 | $ 0.1 | |
Unrecognized tax benefits | 2 | $ 1.9 | |
Unrecognized tax benefits that would impact effective tax rate | 1.7 | 1.6 | |
Decrease in unrecognized tax benefits, reasonably possible | 0.1 | ||
Accrued interest and penalties | $ 0 | $ 0 |
Shareholders' (Deficit) Equit44
Shareholders' (Deficit) Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ (2,786) | $ 84,994 |
Ending balance | (1,343) | 82,796 |
Employee retirement plan adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (1,777) | (1,051) |
Other comprehensive income (loss) before reclassifications | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (113) | |
Ending balance | (1,890) | (1,051) |
Foreign currency translation adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (27,404) | (20,237) |
Other comprehensive income (loss) before reclassifications | 1,136 | 2,723 |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,698) | |
Ending balance | (27,966) | (17,514) |
Net unrealized gains (losses) on cash flow hedges | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (1,191) | (168) |
Other comprehensive income (loss) before reclassifications | (42) | (1,745) |
Amounts reclassified from accumulated other comprehensive loss | 353 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (73) | |
Ending balance | (953) | (1,913) |
Total | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (30,372) | (21,456) |
Other comprehensive income (loss) before reclassifications | 1,094 | 978 |
Amounts reclassified from accumulated other comprehensive loss | 353 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,884) | |
Ending balance | $ (30,809) | $ (20,478) |
Shareholders' (Deficit) Equit45
Shareholders' (Deficit) Equity Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2017 | Mar. 31, 2017 | Apr. 01, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Total Dividends Paid | $ 3 | $ 900 | ||
Preferred Shares Issued | 899 | 46,814 | 45,899 | |
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Amount Per Share | $ 20 | |||
Total Dividends Paid | $ 900 | $ 900 |
Shareholders' (Deficit) Equit46
Shareholders' (Deficit) Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2017 | Jan. 01, 2017 | Jun. 30, 2014 | Dec. 31, 2016 | Mar. 31, 2017 | Apr. 01, 2016 | Dec. 31, 2016 | Mar. 30, 2017 | Dec. 15, 2016 |
Class of Stock [Line Items] | |||||||||
Preferred Stock, shares declared (in shares) | 915 | ||||||||
Dividends declared | $ 3 | $ 900 | |||||||
Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Dividend amount per share (in dollars per share) | $ 20 | ||||||||
Preferred Stock, shares declared (in shares) | 915 | 915 | 899 | ||||||
Dividends declared | $ 900 | $ 900 | |||||||
Jason | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership percentage by parent | 83.10% | ||||||||
Ownership percentage by noncontrolling owners | 16.90% | 6.00% | 0.00% | 6.00% | |||||
JPHI Holdings, Inc. | Jason | |||||||||
Class of Stock [Line Items] | |||||||||
Ownership of shares by noncontrolling owners (in shares) | 3,485,623 | 0 | 1,084,007 | ||||||
Exchange of shares by noncontrolling owners (in shares) | 2,401,616 | 1,084,007 |
Business Segments, Geographic47
Business Segments, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Apr. 01, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Net sales | $ 175,193 | $ 190,974 |
Finishing | ||
Segment Reporting Information [Line Items] | ||
Net sales | 49,476 | 50,276 |
Components | ||
Segment Reporting Information [Line Items] | ||
Net sales | 21,117 | 26,837 |
Seating | ||
Segment Reporting Information [Line Items] | ||
Net sales | 47,373 | 51,950 |
Acoustics | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 57,227 | $ 61,911 |
Business Segments, Geographic48
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 13 Months Ended | |
Mar. 31, 2017 | Apr. 01, 2016 | Mar. 31, 2017 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Interest expense | $ (8,366) | $ (8,024) | |
Gain (loss) on disposal of property, plant and equipment - net | 330 | (703) | |
Restructuring1 | (681) | (2,717) | $ (7,913) |
Loss before income taxes | (353) | (5,567) | |
Share based compensation | (349) | (576) | |
Operating Segments | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Income before income taxes, depreciation and amortization | 22,038 | 23,086 | |
Interest expense | (336) | (422) | |
Depreciation and amortization | (9,763) | (10,205) | |
Gain (loss) on disposal of property, plant and equipment - net | 330 | (703) | |
Restructuring1 | (681) | (2,649) | |
Integration and other restructuring costs (1) | 0 | (1,262) | |
Loss before income taxes | 11,588 | 7,845 | |
Operating Segments | Finishing | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Income before income taxes, depreciation and amortization | 7,067 | 5,229 | |
Operating Segments | Components | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Income before income taxes, depreciation and amortization | 2,720 | 4,613 | |
Operating Segments | Seating | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Income before income taxes, depreciation and amortization | 5,530 | 6,629 | |
Operating Segments | Acoustics | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Income before income taxes, depreciation and amortization | 6,721 | 6,615 | |
Corporate | |||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Interest expense | (8,030) | (7,602) | |
Depreciation and amortization | (85) | (92) | |
Restructuring1 | 0 | (68) | |
Integration and other restructuring costs (1) | 0 | (327) | |
Corporate general and administrative expenses | (3,477) | (4,747) | |
Share based compensation | $ (349) | $ (576) |
Business Segments, Geographic49
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 587,202 | $ 584,331 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 599,333 | 592,448 |
Operating Segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 236,993 | 233,045 |
Operating Segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 79,251 | 81,450 |
Operating Segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 109,653 | 105,184 |
Operating Segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 173,436 | 172,769 |
Corporate and eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ (12,131) | $ (8,117) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 361.7 | $ 365.8 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2017USD ($)site | Dec. 31, 2016USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Number of locations | site | 1 | 1 |
Subsequent Events Narrative (De
Subsequent Events Narrative (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Subsequent Event [Line Items] | |
Sale leaseback transaction, net proceeds | $ 5.6 |
Minimum lease payments | $ 10.1 |