Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 29, 2017 | Oct. 29, 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 | Sep. 29, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 25,966,381 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Statement of Financial Position [Abstract] | ||||
Net sales | $ 155,430 | $ 170,108 | $ 503,100 | $ 546,769 |
Cost of goods sold | 123,457 | 139,261 | 400,874 | 441,092 |
Gross profit | 31,973 | 30,847 | 102,226 | 105,677 |
Selling and administrative expenses | 26,170 | 25,941 | 78,068 | 86,515 |
(Gain) loss on disposals of property, plant and equipment - net | (639) | 68 | (904) | 757 |
Restructuring | 1,772 | 566 | 2,996 | 5,066 |
Operating income | 4,670 | 4,272 | 22,066 | 13,339 |
Interest expense | (8,203) | (7,906) | (24,964) | (23,893) |
Gain on extinguishment of debt | 819 | 0 | 2,383 | 0 |
Equity income | 295 | 146 | 715 | 457 |
Loss on divestiture | (842) | 0 | (8,730) | 0 |
Other income - net | 58 | 247 | 261 | 648 |
Loss before income taxes | (3,203) | (3,241) | (8,269) | (9,449) |
Tax benefit | (1,602) | (694) | (1,438) | (1,360) |
Net loss | (1,601) | (2,547) | (6,831) | (8,089) |
Less net (loss) gain attributable to noncontrolling interests | 0 | (415) | 5 | (1,325) |
Net loss attributable to Jason Industries | (1,601) | (2,132) | (6,836) | (6,764) |
Accretion of preferred stock dividends | 955 | 900 | 2,809 | 2,700 |
Net loss available to common shareholders of Jason Industries | $ (2,556) | $ (3,032) | $ (9,645) | $ (9,464) |
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.10) | $ (0.13) | $ (0.37) | $ (0.42) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 26,241 | 22,499 | 26,023 | 22,423 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,601) | $ (2,547) | $ (6,831) | $ (8,089) |
Other comprehensive income (loss): | ||||
Employee retirement plan adjustments, net of tax | 15 | 0 | 45 | 0 |
Foreign currency translation adjustments | 2,257 | 303 | 9,283 | 1,354 |
Net change in unrealized gains (losses) on cash flow hedges, net of tax expense (benefit) of $198, $69, $174 and ($1,915), respectively | 320 | 109 | 283 | (3,024) |
Total other comprehensive income (loss) | 2,592 | 412 | 9,611 | (1,670) |
Comprehensive income (loss) | 991 | (2,135) | 2,780 | (9,759) |
Less: Comprehensive (loss) income attributable to noncontrolling interests | 0 | (346) | 43 | (1,608) |
Comprehensive income (loss) attributable to Jason Industries | $ 991 | $ (1,789) | $ 2,737 | $ (8,151) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net change in unrealized losses on cash flow hedges, tax provision (benefit) | $ 198 | $ 69 | $ 174 | $ (1,915) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 51,391 | $ 40,861 |
Accounts receivable - net of allowances for doubtful accounts of $3,076 at September 29, 2017 and $3,392 at December 31, 2016 | 75,793 | 77,837 |
Inventories - net | 70,495 | 73,601 |
Other current assets | 16,259 | 17,866 |
Total current assets | 213,938 | 210,165 |
Property, plant and equipment - net of accumulated depreciation of $84,036 at September 29, 2017 and $70,979 at December 31, 2016 | 154,501 | 177,823 |
Goodwill | 44,739 | 42,157 |
Other intangible assets - net | 134,484 | 144,258 |
Other assets - net | 12,927 | 9,433 |
Total assets | 560,589 | 583,836 |
Current liabilities | ||
Current portion of long-term debt | 7,310 | 8,179 |
Accounts payable | 56,154 | 61,160 |
Accrued compensation and employee benefits | 19,119 | 13,207 |
Accrued interest | 98 | 191 |
Other current liabilities | 24,059 | 24,807 |
Total current liabilities | 106,740 | 107,544 |
Long-term debt | 397,901 | 416,945 |
Deferred income taxes | 34,122 | 42,608 |
Other long-term liabilities | 21,330 | 19,881 |
Total liabilities | 560,093 | 586,978 |
Commitments and contingencies (Note 15) | ||
Shareholders' Equity (Deficit) | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 48,697 shares issued and outstanding at September 29, 2017, including 952 shares declared on September 15, 2017 and issued on October 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) | 48,697 | 45,899 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 25,966,381 shares at September 29, 2017 and 24,802,196 shares at December 31, 2016) | 3 | 2 |
Additional paid-in capital | 144,547 | 144,666 |
Retained deficit | (170,068) | (163,232) |
Accumulated other comprehensive loss | (22,683) | (30,372) |
Shareholders’ equity (deficit) attributable to Jason Industries | 496 | (3,037) |
Noncontrolling interests | 0 | (105) |
Total shareholders' equity (deficit) | 496 | (3,142) |
Total liabilities and shareholders' equity (deficit) | $ 560,589 | $ 583,836 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 01, 2017 | Sep. 29, 2017 | Sep. 15, 2017 | Dec. 31, 2016 | Dec. 15, 2016 |
Allowance for doubtful accounts | $ 3,076 | $ 3,392 | |||
Accumulated depreciation | $ 84,036 | $ 70,979 | |||
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 (in shares) | 48,697 | 45,899 | |||
Preferred stock, shares outstanding (in shares) | 48,697 | 45,899 | |||
Preferred stock, shares declared (in shares) | 952 | 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) | 25,966,381 | 24,802,196 | |||
Common stock, shares outstanding (in shares) | 25,966,381 | 24,802,196 | |||
Subsequent Event | |||||
Preferred shares issued (in shares) | 952 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (6,831) | $ (8,089) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation of property, plant and equipment | 19,874 | 23,502 |
Amortization of intangible assets | 9,365 | 9,421 |
Amortization of deferred financing costs and debt discount | 2,232 | 2,256 |
Equity income | (715) | (457) |
Deferred income taxes | (8,540) | (7,635) |
(Gain) loss on disposals of property, plant and equipment - net | (904) | 757 |
Gain on extinguishment of debt | (2,383) | 0 |
Loss on divestiture | 8,730 | 0 |
Transaction fees on divestiture | (932) | 0 |
Dividends from joint venture | 0 | 2,068 |
Share-based compensation | 904 | (864) |
Net increase (decrease) in cash, excluding effect of divestitures, due to changes in: | ||
Accounts receivable | (332) | (15,857) |
Inventories | 3,958 | 1,487 |
Other current assets | 655 | 6,366 |
Accounts payable | (5,275) | 7,850 |
Accrued compensation and employee benefits | 7,647 | (1,209) |
Accrued interest | (80) | 33 |
Accrued income taxes | 2,061 | 2,030 |
Other - net | (4,954) | 1,213 |
Total adjustments | 31,311 | 30,961 |
Net cash provided by operating activities | 24,480 | 22,872 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment | 8,758 | 3,299 |
Payments for property, plant and equipment | (10,363) | (16,111) |
Proceeds from divestitures, net of cash divested and debt assumed by buyer | 7,883 | 0 |
Acquisitions of patents | (64) | (134) |
Changes in restricted cash | (2,361) | 0 |
Net cash provided by (used in) investing activities | 3,853 | (12,946) |
Cash flows from financing activities | ||
Payments of First and Second Lien term loans | (21,051) | (2,325) |
Proceeds from other long-term debt | 7,883 | 8,415 |
Payments of other long-term debt | (6,190) | (9,635) |
Payments of preferred stock dividends | (9) | (2,700) |
Other financing activities - net | (35) | (151) |
Net cash used in financing activities | (19,402) | (6,396) |
Effect of exchange rate changes on cash and cash equivalents | 1,599 | 63 |
Net increase in cash and cash equivalents | 10,530 | 3,593 |
Cash and cash equivalents, beginning of period | 40,861 | 35,944 |
Cash and cash equivalents, end of period | 51,391 | 39,537 |
Non-cash investing activities: | ||
Property, plant and equipment acquired through additional liabilities | 1,077 | 1,782 |
Non-cash financing activities: | ||
Accretion of preferred stock dividends | 3 | 900 |
Non-cash preferred stock created from dividends declared | 2,798 | 0 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |
Buyer assumption of debt balance from divestiture | 2,950 | 0 |
Noncontrolling Interests | ||
Cash flows from operating activities | ||
Net loss | 5 | (1,325) |
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 (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Shareholders’ Equity (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 | (2,700) | (2,700) | (2,700) | |||||
Share-based compensation | (864) | (864) | (864) | |||||
Tax withholding related to vesting of restricted stock units | (151) | (151) | (151) | |||||
Net loss | (8,089) | (6,764) | (6,764) | (1,325) | ||||
Employee retirement plan adjustments, net of tax | 0 | |||||||
Foreign currency translation adjustments | 1,354 | 1,126 | 1,126 | 228 | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | (3,024) | (2,513) | (2,513) | (511) | ||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |||||||
Ending balance at Sep. 30, 2016 | 71,520 | 45,000 | 2 | 139,818 | (102,761) | (22,843) | 59,216 | 12,304 |
Beginning balance at Dec. 31, 2016 | (3,142) | 45,899 | 2 | 144,666 | (163,232) | (30,372) | (3,037) | (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (5,230) | |||||||
Ending balance at Jun. 30, 2017 | (723) | |||||||
Beginning balance at Dec. 31, 2016 | (3,142) | 45,899 | 2 | 144,666 | (163,232) | (30,372) | (3,037) | (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (11) | 2,798 | (2,809) | (11) | ||||
Share-based compensation | 904 | 904 | 904 | |||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (6,831) | (6,836) | (6,836) | 5 | ||||
Employee retirement plan adjustments, net of tax | 45 | 45 | 45 | |||||
Foreign currency translation adjustments | 9,283 | 9,247 | 9,247 | 36 | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | 283 | 281 | 281 | 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 Sep. 29, 2017 | 496 | 48,697 | 3 | 144,547 | (170,068) | (22,683) | 496 | 0 |
Beginning balance at Jun. 30, 2017 | (723) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (1,601) | |||||||
Employee retirement plan adjustments, net of tax | 15 | |||||||
Net changes in unrealized gains on cash flow hedges, net of tax | 320 | |||||||
Ending balance at Sep. 29, 2017 | $ 496 | $ 48,697 | $ 3 | $ 144,547 | $ (170,068) | $ (22,683) | $ 496 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 29, 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 year In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 nine months ended September 29, 2017 and the Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ” (“ASU 2017-09”). This standard clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of a change in terms or conditions. No other changes were made to the current guidance on stock compensation. ASU 2017-09 is required to be applied on a prospective basis. The Company adopted ASU 2017-09 effective April 1, 2017. The adoption of this standard did not impact the Company’s condensed consolidated financial statements for the three or nine months ended September 29, 2017 . 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. The Company is finalizing the analysis of the impact of the guidance across all of our revenue streams. The assessment process includes reviewing the Company’s contract portfolio, comparing its historical accounting policies and practices to the requirements of the new guidance, and identifying potential differences from applying the requirements of the new guidance to its contracts. Based on the assessment completed thus far, we expect that for certain production parts in our finishing and seating segments that are highly customized with no alternative use and for which the Company has an enforceable right to payment with a reasonable margin under the terms of the contract, we will recognize revenue over time when parts are manufactured. However, we expect this change to be limited to specific customer agreements where the right to reasonable margin is in place throughout the entire course of the contract production cycle, including agreements which call for minimum levels of stock to be maintained on hand for the customer. Additionally, the assessment process has identified certain future product discounts for which evaluation is ongoing to determine if these discounts represent a material right under the new guidance. While the Company has made substantial progress in identifying the expected impacts of the new standard, it has not yet determined a range of the potential quantitative impact. The Company has determined based on recent clarifications that the new guidance will not impact the accounting for reimbursable tooling. The Company expects to adopt the new revenue standard using the modified retrospective adoption method. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities .” 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 in the process of analyzing the impact of the guidance on our inventory of 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 November 2016, the FASB issued ASU 2016-18 " Statement of Cash Flows (Topic 320): Restricted Cash " ("ASU 2016-18"), which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. This new guidance will require a retrospective adoption approach. The Company expects the adoption of ASU 2016-18 will result in changes to the presentation of the condensed consolidated statements of cash flows related to the Company’s recorded restricted cash balances. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements for Hedging Activities ” (“ASU 2017-12”). ASU 2017-12 broadens the scope of financial and nonfinancial strategies eligible for hedge accounting and makes certain targeted improvements to simplify the application of hedge accounting guidance. In addition, the standard amends the presentation and disclosure requirements for hedges and is intended to more closely align the hedge accounting guidance with a company’s risk management strategies. The standard is effective for interim and annual reporting periods beginning after December 15, 2018; however, early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements, as well as the planned timing of adoption. |
Revision of Previously Reported
Revision of Previously Reported Financial Information | 9 Months Ended |
Sep. 29, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Reported Financial Information | 2. Revision of Previously Reported Financial Information During the third quarter of 2017, we identified an error in the loss on divestiture presented within the condensed consolidated financial statements for the period ended June 30, 2017 related to the calculation of the write down of the Company’s Acoustics European operations within the acoustics segment located in Sulzbach-Rosenberg, Germany (“Acoustics Europe”) recorded when the business was classified as held for sale. As a result of this error, the loss on divestiture was understated by $1.2 million . Also during the third quarter of 2017, we identified an error in the cost of goods sold presented in the financial statements impacting all periods in 2016 through the second quarter of 2017. The error resulted in the understatement of recorded depreciation expense of $0.5 million in 2016, $0.1 million in the first quarter of 2017 and $0.1 million in the second quarter of 2017. While the impact of these errors is not material to the previously reported financial statements, we have revised our previously issued condensed consolidated financial statements. Periods not presented herein will be revised, as applicable, in future filings. The impacts of the required corrections to the condensed consolidated statements of operations and comprehensive income (loss) were as follows: For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold $ 136,758 $ 75 $ 136,833 $ 277,187 $ 230 $ 277,417 Gross profit 35,719 (75 ) 35,644 70,483 (230 ) 70,253 Operating income 9,869 (75 ) 9,794 17,626 (230 ) 17,396 Loss on divestiture (6,686 ) (1,202 ) (7,888 ) (6,686 ) (1,202 ) (7,888 ) Loss before income taxes (3,281 ) (1,277 ) (4,558 ) (3,634 ) (1,432 ) (5,066 ) Tax provision (benefit) 200 (21 ) 179 228 (64 ) 164 Net loss (3,481 ) (1,256 ) (4,737 ) (3,862 ) (1,368 ) (5,230 ) Net loss attributable to Jason Industries (3,481 ) (1,256 ) (4,737 ) (3,867 ) (1,368 ) (5,235 ) Net loss available to common shareholders of Jason Industries (4,417 ) (1,256 ) (5,673 ) (5,721 ) (1,368 ) (7,089 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (0.17 ) (0.05 ) (0.22 ) (0.22 ) (0.05 ) (0.27 ) Comprehensive income (loss) 2,053 (1,256 ) 797 3,157 (1,368 ) 1,789 Comprehensive income (loss) attributable to Jason Industries $ 2,053 $ (1,256 ) $ 797 $ 3,114 $ (1,368 ) $ 1,746 For the Three Months Ended For the Nine Months Ended September 30, 2016 September 30, 2016 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold $ 139,129 $ 132 $ 139,261 $ 440,743 $ 349 $ 441,092 Gross profit 30,979 (132 ) 30,847 106,026 (349 ) 105,677 Operating income 4,404 (132 ) 4,272 13,688 (349 ) 13,339 Loss before income taxes (3,109 ) (132 ) (3,241 ) (9,100 ) (349 ) (9,449 ) Tax benefit (657 ) (37 ) (694 ) (1,262 ) (98 ) (1,360 ) Net loss (2,452 ) (95 ) (2,547 ) (7,838 ) (251 ) (8,089 ) Net loss attributable to Jason Industries (2,037 ) (95 ) (2,132 ) (6,513 ) (251 ) (6,764 ) Net loss available to common shareholders of Jason Industries (2,937 ) (95 ) (3,032 ) (9,213 ) (251 ) (9,464 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (0.13 ) — (0.13 ) (0.41 ) (0.01 ) (0.42 ) Comprehensive (loss) income (2,040 ) (95 ) (2,135 ) (9,508 ) (251 ) (9,759 ) Comprehensive (loss) income attributable to Jason Industries $ (1,694 ) $ (95 ) $ (1,789 ) $ (7,900 ) $ (251 ) $ (8,151 ) The impacts of the required corrections to the condensed consolidated balance sheets were as follows: June 30, 2017 December 31, 2016 As Reported Adjustments As Revised As Reported Adjustments As Revised Assets held for sale $ 17,684 $ (1,202 ) $ 16,482 $ — $ — $ — Total current assets 239,894 (1,202 ) 238,692 210,165 — 210,165 Accumulated depreciation (79,364 ) (725 ) (80,089 ) (70,484 ) (495 ) (70,979 ) Property, plant and equipment - net 158,653 (725 ) 157,928 178,318 (495 ) 177,823 Total assets 589,554 (1,927 ) 587,627 584,331 (495 ) 583,836 Deferred income taxes 36,302 (203 ) 36,099 42,747 (139 ) 42,608 Total liabilities 588,553 (203 ) 588,350 587,117 (139 ) 586,978 Retained deficit (166,743 ) (1,724 ) (168,467 ) (162,876 ) (356 ) (163,232 ) Shareholders' equity (deficit) attributable to Jason Industries 1,001 (1,724 ) (723 ) (2,681 ) (356 ) (3,037 ) Total shareholders' equity (deficit) 1,001 (1,724 ) (723 ) (2,786 ) (356 ) (3,142 ) Total liabilities and shareholders' equity (deficit) 589,554 (1,927 ) 587,627 584,331 (495 ) 583,836 The above revisions did not impact total net cash provided by (used in) operating, investing or financing activities within the condensed consolidated statements of cash flows for any previous period. Other than the adjustments to net loss for the six months ended June 30, 2017 and the nine months ended September 30, 2016, as described above, which impacted recorded retained deficit, shareholders' equity (deficit) attributable to Jason Industries and total shareholders' equity (deficit), there were no other impacts to the condensed consolidated statements of shareholders' equity (deficit). There was no impact to the Company's previously reported “segment” Adjusted EBITDA for the three or six months ended June 30, 2017 and the three or nine months ended September 30, 2016. |
Divestiture
Divestiture | 9 Months Ended |
Sep. 29, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | 3. Divestiture On August 30, 2017, the Company completed the divestiture of Acoustics Europe for a net purchase price of $ 8.1 million , which includes cash of $0.2 million , long-term debt assumed by the buyer of $3.0 million and other purchase price adjustments. The divestiture resulted in a $8.7 million pre-tax loss, of which $7.9 million was recorded in the second quarter of 2017 when the business was classified as held for sale and written down to estimated fair value less costs to sell and $0.8 million was recorded in the third quarter of 2017 based on changes in the net assets of the business and additional foreign currency translation adjustments upon closing of the divestiture. Acoustics Europe had net sales of $32.9 million for the year ended December 31, 2016 and $22.9 million for the eight months ended August 30, 2017, the date of closing. The divestiture reduced the Company’s non-core revenue within the European automotive market and has allowed it to focus on margin expansion and growth in the core North American automotive market. The Company determined that the divestiture did not represent a strategic shift that will have a major effect on the Company’s operations and financial results and as such, has continued to report the results of Acoustics Europe within continuing operations in the condensed consolidated statements of operations. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 29, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 4. 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 nine months ended September 29, 2017 and are expected to be completed by the end of 2018. 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 September 29, 2017 . The other costs incurred under the 2016 program in the nine months ended September 29, 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment, exit costs related to the wind down of the finishing segment’s facility in São Bernardo do Campo, Brazil and the consolidation of two U.S. plants within the finishing segment. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $12 million under the 2016 program. 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 September 29, 2017: Severance costs $ 384 $ 58 $ — $ 3 $ — $ 445 Lease termination costs (20 ) — — 61 — 41 Other costs 563 715 — 8 — 1,286 Total $ 927 $ 773 $ — $ 72 $ — $ 1,772 Restructuring charges - nine months ended September 29, 2017: Severance costs $ 645 $ 58 $ (17 ) $ 31 $ (9 ) $ 708 Lease termination costs 5 — — 172 — 177 Other costs 785 1,189 — 137 — 2,111 Total $ 1,435 $ 1,247 $ (17 ) $ 340 $ (9 ) $ 2,996 Restructuring charges - three months ended September 30, 2016: Severance costs $ 397 $ (223 ) $ 50 $ 96 $ 43 $ 363 Lease termination costs 27 — — — — 27 Other costs — 174 — 2 — 176 Total $ 424 $ (49 ) $ 50 $ 98 $ 43 $ 566 Restructuring charges - nine months ended September 30, 2016: Severance costs $ 3,064 $ 334 $ 72 $ 952 $ 189 $ 4,611 Lease termination costs 144 — — — — 144 Other costs 31 278 — 2 — 311 Total $ 3,239 $ 612 $ 72 $ 954 $ 189 $ 5,066 Cumulative restructuring charges - period ended September 29, 2017: Severance costs $ 3,932 $ 436 $ 59 $ 1,008 $ 588 $ 6,023 Lease termination costs 349 — — 172 — 521 Other costs 1,788 1,703 — 193 — 3,684 Total $ 6,069 $ 2,139 $ 59 $ 1,373 $ 588 $ 10,228 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 708 177 2,111 2,996 Cash payments (1,180 ) (483 ) (2,381 ) (4,044 ) Foreign currency translation adjustments 40 10 18 68 Balance - September 29, 2017 $ 849 $ 37 $ 833 $ 1,719 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 4,611 144 311 5,066 Cash payments (2,933 ) (840 ) (311 ) (4,084 ) Foreign currency translations adjustments 13 (5 ) — 8 Balance - September 30, 2016 $ 2,285 $ 337 $ — $ 2,622 At September 29, 2017 and December 31, 2016 , the restructuring liabilities were classified as other current liabilities on the condensed consolidated balance sheets. At September 29, 2017 and December 31, 2016 , the accrual for lease termination costs primarily relates to restructuring costs associated with a 2016 lease termination in the finishing segment. At September 29, 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 15 , “ Commitments and Contingencies ”. |
Inventories
Inventories | 9 Months Ended |
Sep. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: September 29, 2017 December 31, 2016 Raw material $ 35,856 $ 37,222 Work-in-process 4,946 4,175 Finished goods 29,693 32,204 Total inventories $ 70,495 $ 73,601 |
Sale Leaseback
Sale Leaseback | 9 Months Ended |
Sep. 29, 2017 | |
Leases [Abstract] | |
Sale Leaseback | 6. Sale Leaseback In April 2017 , the Company completed a sale leaseback of its Libertyville, Illinois facility consisting of land and production facilities utilized by its components segment. In connection with the sale, the Company received proceeds, net of fees and closing costs, of $5.6 million and recorded a deferred gain of $1.1 million which will be recognized over the term of the lease as a reduction of rent expense. 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. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 29, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, were as follows: Balance as of December 31, 2016 $ 42,157 Foreign currency impact 2,582 Balance as of September 29, 2017 $ 44,739 The Company’s other intangible assets - net consisted of the following: September 29, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,952 $ (597 ) $ 1,355 $ 1,880 $ (366 ) $ 1,514 Customer relationships 109,951 (22,529 ) 87,422 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,211 (11,504 ) 45,707 57,744 (8,460 ) 49,284 Total other intangible assets - net $ 169,114 $ (34,630 ) $ 134,484 $ 169,714 $ (25,456 ) $ 144,258 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 9 Months Ended |
Sep. 29, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 8. Debt and Hedging Instruments The Company’s debt consisted of the following: September 29, 2017 December 31, 2016 First Lien Term Loans $ 298,793 $ 303,025 Second Lien Term Loans 90,007 110,000 Debt discount on Term Loans (3,832 ) (5,002 ) Deferred financing costs on Term Loans (5,963 ) (7,503 ) Foreign debt 25,312 23,303 Capital lease obligations 894 1,301 Total debt 405,211 425,124 Less: Current portion (7,310 ) (8,179 ) Total long-term debt $ 397,901 $ 416,945 Senior Secured Credit Facilities As of September 29, 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 $298.8 million is outstanding, (ii) term loans in an aggregate principal amount of $110.0 million (“Second Lien Term Loans”) maturing in 2022, of which $90.0 million is outstanding, 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 4.75 to 1.00 , with a 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 September 29, 2017 , the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 5.8% and 9.3% , respectively. At September 29, 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 on First Lien Term Loans. At 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 . During the third quarter of 2017 the Company repurchased $ 12.0 million of Second Lien Term Loans for $ 10.7 million . In connection with the repurchase, the Company wrote off $ 0.2 million of previously unamortized debt discount and $ 0.3 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $ 0.8 million which has been recorded within the condensed consolidated statements of operations. During the nine months ended September 29, 2017 , the Company repurchased $ 20.0 million of Second Lien Term Loans for $ 16.8 million . In connection with the repurchase, the Company wrote off $ 0.4 million of previously unamortized debt discount and $ 0.4 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $ 2.4 million which has been recorded within the condensed consolidated statements of operations. Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 29, 2017 December 31, 2016 Germany $ 21,225 $ 21,469 Mexico 3,400 850 India 670 834 Other 17 150 Total foreign debt $ 25,312 $ 23,303 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $13.7 million and $0.1 million to $12.6 million as of September 29, 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 September 29, 2017 . The foreign debt obligations in Germany primarily relate to term loans within our finishing segment of $20.6 million at September 29, 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. At September 29, 2017 , the Company has recorded $ 2.4 million of cash received from the sale of Acoustics Europe and held in Germany as restricted cash within other assets-net on the condensed consolidated balance sheets due to certain restrictions within our foreign debt agreements. 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 September 29, 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 nine months ended September 29, 2017 , the Company recognized $1.5 million of interest expense related to the Swaps. There was no interest expense recognized in 2016. Based on current interest rates, the Company expects to recognize interest expense of $1.6 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 $1.6 million at September 29, 2017 and $2.0 million at December 31, 2016 , respectively. See the amounts recorded on the condensed consolidated balance sheets within the table below: September 29, 2017 December 31, 2016 Interest rate swaps: Recorded in other current liabilities $ 1,148 $ 1,916 Recorded in other long-term liabilities 447 133 Total derivatives designated as hedging instruments $ 1,595 $ 2,049 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 29, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 9. 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 September 29, 2017 , there were 276,337 shares of common stock that remained authorized and available for future grants. The Company recognized the following share-based compensation expense (income): Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Restricted stock units $ 132 $ 360 $ 796 $ 949 Adjusted EBITDA vesting awards 99 (15 ) 99 (2,399 ) Stock price vesting awards — 37 9 91 ROIC vesting awards — 127 — 267 Subtotal 231 509 904 (1,092 ) Impact of accelerated vesting — — — 228 Total share-based compensation expense (income) $ 231 $ 509 $ 904 $ (864 ) Total income tax benefit (provision) recognized $ 88 $ 198 $ 345 $ (322 ) As of September 29, 2017 , total unrecognized compensation cost related to share-based compensation awards was approximately $2.2 million , which the Company expects to recognize over a weighted average period of approximately 2.4 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 702 1.27 1,015 1.27 — — — — Adjustment for performance results achieved (1)(2) — — (708 ) 9.65 (189 ) 2.30 — — Issued (265 ) 4.84 — — — — — — Deferred 159 3.69 — — — — — — Forfeited (85 ) 1.76 (90 ) 2.81 (152 ) 3.54 (91 ) 3.46 Outstanding at September 29, 2017 1,065 $ 2.76 940 $ 1.27 — $ — 422 $ 3.69 (1) Adjustment for Adjusted EBITDA awards was due to the number of shares vested at the end of the three -year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric. (2) Adjustment for Stock Price Vesting Awards was due to the sales price of the Company’s common stock at the end of the three -year performance period ended June 30, 2017 being lower than the established stock price targets of the Stock Price Vesting Awards. Restricted Stock Units As of September 29, 2017 , there was $1.1 million of unrecognized share-based compensation expense related to 776,732 RSU awards, with a weighted-average grant date fair value of $1.78 , that are expected to vest over a weighted-average period of 2.4 years . Included within the 1,065,186 RSU awards outstanding as of September 29, 2017 are 288,454 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 $5.41 . In connection with the vesting of RSUs previously granted 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 nine months ended September 29, 2017 and September 30, 2016 , there were 25,532 and 41,181 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 (deficit). Performance Share Units Adjusted EBITDA Vesting Awards - 2014 Grant 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 September 29, 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, and the awards are no longer outstanding as the award period expired on June 30, 2017 with no awards vesting. Adjusted EBITDA Vesting Awards - 2017 Grant In the third quarter of 2017, the Company granted performance share unit awards based on achievement of an Adjusted EBITDA performance target during a three year measurement period ending March 30, 2020. Performance share unit awards based on Adjusted EBITDA performance metrics are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 100% depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of approximately three years. Compensation expense of the Adjusted EBITDA based performance share unit awards is currently being recognized based on an estimated payout of 100% of target, or 940,005 shares. As of September 29, 2017 , there was $1.1 million of unrecognized compensation expense related to cumulative Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 2.5 years . Stock Price Vesting Awards As of September 29, 2017 , there was no unrecognized compensation expense related to stock price based performance share unit awards expected to be recognized in subsequent periods, and the awards are no longer outstanding as the award period expired on June 30, 2017 with no awards vesting. 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 281,057 shares, to an estimated payout of 0% of target or 0 shares. As of September 29, 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 | 9 Months Ended |
Sep. 29, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 10. Earnings per Share Basic income (loss) per share is calculated by dividing net income (loss) attributable to Jason Industries’ common shareholders by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including 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 until the first quarter of 2017 (and now a wholly owned subsidiary), 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.10 ) $ (0.13 ) $ (0.37 ) $ (0.42 ) Numerator: Net loss available to common shareholders of Jason Industries $ (2,556 ) $ (3,032 ) $ (9,645 ) $ (9,464 ) Denominator: Basic and diluted weighted-average shares outstanding 26,241 22,499 26,023 22,423 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,889 3,653 3,815 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) — 3,486 79 3,486 Restricted stock units 1,041 553 712 481 Performance share units 1,343 1,983 1,395 1,954 Total 20,267 23,669 19,995 23,568 (1) Includes the impact of 952 additional Series A Preferred Stock shares from a stock dividend declared on September 15, 2017 to be paid in additional shares of Series A Preferred Stock on October 1, 2017 . The Company included the preferred stock within the condensed 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 | 9 Months Ended |
Sep. 29, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes At the end of each three month period, the Company estimates a base effective tax rate expected for the full year based on the most recent forecast of its pre-tax income (loss), permanent book and tax differences, and global tax planning strategies. The Company uses this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their related tax effects. The Company records the tax effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their tax effects in the period in which they occur. The effective income tax rate was 50.0% and 21.4% for the three months ended September 29, 2017 and September 30, 2016 , respectively. The effective tax rate was 17.4% and 14.4% for the nine months ended September 29, 2017 and September 30, 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 or losses derived in foreign jurisdictions with tax rates that are lower than the U.S. Federal statutory rate, and discrete items. The effective income tax rates for the three and nine months ended September 29, 2017 were also impacted by the recording of certain tax effects associated with the Acoustics Europe sale as a component of the loss on divestiture. The net discrete tax benefit was $ 0.6 million and immaterial for the three and nine months ended September 29, 2017 , respectively. The net discrete tax benefit for the three months ended September 29, 2017 was a result of the reversal of the valuation allowance on the deferred tax assets at a foreign subsidiary. For the nine month period, this benefit was offset by the vesting, forfeiture and expiration of the performance period on performance based restricted stock units for which no tax benefit will be realized. The net discrete tax provision was immaterial and $2.7 million for the three and nine months ended September 30, 2016 , respectively. The amount of gross unrecognized tax benefits was $2.0 million and $1.9 million as of September 29, 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 September 29, 2017 and December 31, 2016 . |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 9 Months Ended |
Sep. 29, 2017 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | 12. Shareholders' Equity (Deficit) The changes in the components of accumulated other comprehensive loss, net of taxes, for the nine months ended September 29, 2017 and September 30, 2016 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized 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 — 10,135 (633 ) 9,502 Amounts reclassified from accumulated other comprehensive loss 45 (888 ) 914 71 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at September 29, 2017 $ (1,845 ) $ (19,855 ) $ (983 ) $ (22,683 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized losses on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 1,126 (2,513 ) (1,387 ) Balance at September 30, 2016 $ (1,051 ) $ (19,111 ) $ (2,681 ) $ (22,843 ) The Company did not reclassify any amounts from accumulated other comprehensive loss to earnings for the nine months ended September 30, 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 nine months ended September 29, 2017 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 On September 15, 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 October 1, 2017 to holders of record on August 15, 2017 . As of September 29, 2017 , the Company has recorded the 952 additional Series A Preferred Stock shares declared for the dividend of $1.0 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, then 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 September 29, 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 | 9 Months Ended |
Sep. 29, 2017 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 13. Business Segments, Geographic and Customer Information The Company’s business activities are organized 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Finishing $ 51,065 $ 49,162 $ 150,298 $ 152,586 Components 19,945 24,876 62,775 76,347 Seating 32,963 32,330 125,257 128,960 Acoustics 51,457 63,740 164,770 188,876 Net Sales $ 155,430 $ 170,108 $ 503,100 $ 546,769 For the three months ended September 29, 2017 , the Company had one individual customer within the acoustics segment that accounted for greater than 10% of consolidated net sales. The Company uses “Adjusted EBITDA” as the primary measure of profit or loss for the purposes of assessing the operating performance of its segments. The Company defines EBITDA as net income (loss) before interest expense, tax provision (benefit), depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, excluding the impact of operational restructuring charges and non-cash or non-operational losses or gains, including goodwill and long-lived asset impairment charges, gains or losses on disposal of property, plant and equipment, integration and other operational restructuring charges, transactional legal fees, other professional fees, purchase accounting adjustments, and non-cash share based compensation expense. Management believes that Adjusted EBITDA provides a clear picture of the Company’s operating results by eliminating expenses and income that are not reflective of the underlying business performance. Certain corporate-level administrative expenses such as payroll and benefits, incentive compensation, travel, marketing, accounting, auditing and legal fees and certain other expenses are kept within its corporate results and are not allocated to its business segments. Shared expenses across the Company that directly relate to the performance of our four reportable segments are allocated to the segments. Adjusted EBITDA is used to facilitate a comparison of the Company’s operating performance on a consistent basis from period to period and to analyze the factors and trends affecting its segments. The Company’s internal plans, budgets and forecasts use Adjusted EBITDA as a key metric. In addition, this measure is used to evaluate its operating performance and segment operating performance and to determine the level of incentive compensation paid to its employees. As the Company uses Adjusted EBITDA as its primary measure of segment performance, 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Segment Adjusted EBITDA Finishing $ 7,503 $ 7,042 $ 21,894 $ 19,905 Components 2,445 3,658 7,616 11,608 Seating 2,621 2,507 14,048 14,756 Acoustics 6,640 7,414 21,344 20,787 Total segment Adjusted EBITDA $ 19,209 $ 20,621 $ 64,902 $ 67,056 Interest expense (367 ) (361 ) (1,073 ) (1,204 ) Depreciation and amortization (1) (9,660 ) (10,987 ) (28,982 ) (32,662 ) Gain (loss) on disposal of property, plant and equipment - net 639 (68 ) 904 (757 ) Loss on divestiture (1) (842 ) — (8,730 ) — Restructuring (1,772 ) (523 ) (3,005 ) (4,877 ) Integration and other restructuring costs — 354 — (920 ) Total segment income before income taxes (1) 7,207 9,036 24,016 26,636 Corporate general and administrative expenses (3,073 ) (4,098 ) (9,625 ) (13,440 ) Corporate interest expense (7,836 ) (7,545 ) (23,891 ) (22,689 ) Corporate gain on extinguishment of debt 819 — 2,383 — Corporate depreciation (89 ) (82 ) (257 ) (261 ) Corporate restructuring — (43 ) 9 (189 ) Corporate integration and other restructuring costs — — — (370 ) Corporate share-based compensation (231 ) (509 ) (904 ) 864 Consolidated loss before income taxes (1) $ (3,203 ) $ (3,241 ) $ (8,269 ) $ (9,449 ) (1) Amounts have been revised for prior period errors as described within Note 2 , “Revision of Previously Reported Financial Information”. Assets held by reportable segments were as follows: September 29, 2017 December 31, 2016 Finishing (1) $ 250,475 $ 232,550 Components 73,736 81,450 Seating 100,102 105,184 Acoustics 149,709 172,769 Total segments (1) 574,022 591,953 Corporate and eliminations (13,433 ) (8,117 ) Consolidated total assets (1) $ 560,589 $ 583,836 (1) Amounts have been revised for prior period errors as described within Note 2 , “Revision of Previously Reported Financial Information”. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 29, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements Fair value of financial instruments Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $391.8 million as of September 29, 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 | 9 Months Ended |
Sep. 29, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. 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 (“the New York Supreme Court”), 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 filed a motion to dismiss. On September 14, 2017, the New York Supreme Court dismissed, with prejudice, all claims asserted by the Plaintiff. The Plaintiff has the right to appeal the New York Supreme Court’s dismissal within 30 days of having been served written notice that the judgment or order has been entered, along with a copy of the judgment order. The Company continues to believe that this action lacks merit and intends to defend the case vigorously. As of September 29, 2017 , the Company has not recorded a loss contingency related to this case, as the risk of loss is deemed not probable based on facts of the case known to date. 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. As of September 29, 2017 , the Company has successfully investigated and defended all filed 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 September 29, 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. |
Description of Business and B24
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 29, 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 year In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 nine months ended September 29, 2017 and the Company performs its annual goodwill impairment test in the fourth quarter of each fiscal year. In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ” (“ASU 2017-09”). This standard clarifies when to account for a change in the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of a change in terms or conditions. No other changes were made to the current guidance on stock compensation. ASU 2017-09 is required to be applied on a prospective basis. The Company adopted ASU 2017-09 effective April 1, 2017. The adoption of this standard did not impact the Company’s condensed consolidated financial statements for the three or nine months ended September 29, 2017 . 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. The Company is finalizing the analysis of the impact of the guidance across all of our revenue streams. The assessment process includes reviewing the Company’s contract portfolio, comparing its historical accounting policies and practices to the requirements of the new guidance, and identifying potential differences from applying the requirements of the new guidance to its contracts. Based on the assessment completed thus far, we expect that for certain production parts in our finishing and seating segments that are highly customized with no alternative use and for which the Company has an enforceable right to payment with a reasonable margin under the terms of the contract, we will recognize revenue over time when parts are manufactured. However, we expect this change to be limited to specific customer agreements where the right to reasonable margin is in place throughout the entire course of the contract production cycle, including agreements which call for minimum levels of stock to be maintained on hand for the customer. Additionally, the assessment process has identified certain future product discounts for which evaluation is ongoing to determine if these discounts represent a material right under the new guidance. While the Company has made substantial progress in identifying the expected impacts of the new standard, it has not yet determined a range of the potential quantitative impact. The Company has determined based on recent clarifications that the new guidance will not impact the accounting for reimbursable tooling. The Company expects to adopt the new revenue standard using the modified retrospective adoption method. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities .” 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 in the process of analyzing the impact of the guidance on our inventory of 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 November 2016, the FASB issued ASU 2016-18 " Statement of Cash Flows (Topic 320): Restricted Cash " ("ASU 2016-18"), which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. This new guidance will require a retrospective adoption approach. The Company expects the adoption of ASU 2016-18 will result in changes to the presentation of the condensed consolidated statements of cash flows related to the Company’s recorded restricted cash balances. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements for Hedging Activities ” (“ASU 2017-12”). ASU 2017-12 broadens the scope of financial and nonfinancial strategies eligible for hedge accounting and makes certain targeted improvements to simplify the application of hedge accounting guidance. In addition, the standard amends the presentation and disclosure requirements for hedges and is intended to more closely align the hedge accounting guidance with a company’s risk management strategies. The standard is effective for interim and annual reporting periods beginning after December 15, 2018; however, early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements, as well as the planned timing of adoption. |
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. |
Revision of Previously Report25
Revision of Previously Reported Financial Information (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Impacts of the Required Corrections | The impacts of the required corrections to the condensed consolidated statements of operations and comprehensive income (loss) were as follows: For the Three Months Ended For the Six Months Ended June 30, 2017 June 30, 2017 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold $ 136,758 $ 75 $ 136,833 $ 277,187 $ 230 $ 277,417 Gross profit 35,719 (75 ) 35,644 70,483 (230 ) 70,253 Operating income 9,869 (75 ) 9,794 17,626 (230 ) 17,396 Loss on divestiture (6,686 ) (1,202 ) (7,888 ) (6,686 ) (1,202 ) (7,888 ) Loss before income taxes (3,281 ) (1,277 ) (4,558 ) (3,634 ) (1,432 ) (5,066 ) Tax provision (benefit) 200 (21 ) 179 228 (64 ) 164 Net loss (3,481 ) (1,256 ) (4,737 ) (3,862 ) (1,368 ) (5,230 ) Net loss attributable to Jason Industries (3,481 ) (1,256 ) (4,737 ) (3,867 ) (1,368 ) (5,235 ) Net loss available to common shareholders of Jason Industries (4,417 ) (1,256 ) (5,673 ) (5,721 ) (1,368 ) (7,089 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (0.17 ) (0.05 ) (0.22 ) (0.22 ) (0.05 ) (0.27 ) Comprehensive income (loss) 2,053 (1,256 ) 797 3,157 (1,368 ) 1,789 Comprehensive income (loss) attributable to Jason Industries $ 2,053 $ (1,256 ) $ 797 $ 3,114 $ (1,368 ) $ 1,746 For the Three Months Ended For the Nine Months Ended September 30, 2016 September 30, 2016 As Reported Adjustments As Revised As Reported Adjustments As Revised Cost of goods sold $ 139,129 $ 132 $ 139,261 $ 440,743 $ 349 $ 441,092 Gross profit 30,979 (132 ) 30,847 106,026 (349 ) 105,677 Operating income 4,404 (132 ) 4,272 13,688 (349 ) 13,339 Loss before income taxes (3,109 ) (132 ) (3,241 ) (9,100 ) (349 ) (9,449 ) Tax benefit (657 ) (37 ) (694 ) (1,262 ) (98 ) (1,360 ) Net loss (2,452 ) (95 ) (2,547 ) (7,838 ) (251 ) (8,089 ) Net loss attributable to Jason Industries (2,037 ) (95 ) (2,132 ) (6,513 ) (251 ) (6,764 ) Net loss available to common shareholders of Jason Industries (2,937 ) (95 ) (3,032 ) (9,213 ) (251 ) (9,464 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (0.13 ) — (0.13 ) (0.41 ) (0.01 ) (0.42 ) Comprehensive (loss) income (2,040 ) (95 ) (2,135 ) (9,508 ) (251 ) (9,759 ) Comprehensive (loss) income attributable to Jason Industries $ (1,694 ) $ (95 ) $ (1,789 ) $ (7,900 ) $ (251 ) $ (8,151 ) The impacts of the required corrections to the condensed consolidated balance sheets were as follows: June 30, 2017 December 31, 2016 As Reported Adjustments As Revised As Reported Adjustments As Revised Assets held for sale $ 17,684 $ (1,202 ) $ 16,482 $ — $ — $ — Total current assets 239,894 (1,202 ) 238,692 210,165 — 210,165 Accumulated depreciation (79,364 ) (725 ) (80,089 ) (70,484 ) (495 ) (70,979 ) Property, plant and equipment - net 158,653 (725 ) 157,928 178,318 (495 ) 177,823 Total assets 589,554 (1,927 ) 587,627 584,331 (495 ) 583,836 Deferred income taxes 36,302 (203 ) 36,099 42,747 (139 ) 42,608 Total liabilities 588,553 (203 ) 588,350 587,117 (139 ) 586,978 Retained deficit (166,743 ) (1,724 ) (168,467 ) (162,876 ) (356 ) (163,232 ) Shareholders' equity (deficit) attributable to Jason Industries 1,001 (1,724 ) (723 ) (2,681 ) (356 ) (3,037 ) Total shareholders' equity (deficit) 1,001 (1,724 ) (723 ) (2,786 ) (356 ) (3,142 ) Total liabilities and shareholders' equity (deficit) 589,554 (1,927 ) 587,627 584,331 (495 ) 583,836 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 29, 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 September 29, 2017 . The other costs incurred under the 2016 program in the nine months ended September 29, 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment, exit costs related to the wind down of the finishing segment’s facility in São Bernardo do Campo, Brazil and the consolidation of two U.S. plants within the finishing segment. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $12 million under the 2016 program. 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 September 29, 2017: Severance costs $ 384 $ 58 $ — $ 3 $ — $ 445 Lease termination costs (20 ) — — 61 — 41 Other costs 563 715 — 8 — 1,286 Total $ 927 $ 773 $ — $ 72 $ — $ 1,772 Restructuring charges - nine months ended September 29, 2017: Severance costs $ 645 $ 58 $ (17 ) $ 31 $ (9 ) $ 708 Lease termination costs 5 — — 172 — 177 Other costs 785 1,189 — 137 — 2,111 Total $ 1,435 $ 1,247 $ (17 ) $ 340 $ (9 ) $ 2,996 Restructuring charges - three months ended September 30, 2016: Severance costs $ 397 $ (223 ) $ 50 $ 96 $ 43 $ 363 Lease termination costs 27 — — — — 27 Other costs — 174 — 2 — 176 Total $ 424 $ (49 ) $ 50 $ 98 $ 43 $ 566 Restructuring charges - nine months ended September 30, 2016: Severance costs $ 3,064 $ 334 $ 72 $ 952 $ 189 $ 4,611 Lease termination costs 144 — — — — 144 Other costs 31 278 — 2 — 311 Total $ 3,239 $ 612 $ 72 $ 954 $ 189 $ 5,066 Cumulative restructuring charges - period ended September 29, 2017: Severance costs $ 3,932 $ 436 $ 59 $ 1,008 $ 588 $ 6,023 Lease termination costs 349 — — 172 — 521 Other costs 1,788 1,703 — 193 — 3,684 Total $ 6,069 $ 2,139 $ 59 $ 1,373 $ 588 $ 10,228 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 708 177 2,111 2,996 Cash payments (1,180 ) (483 ) (2,381 ) (4,044 ) Foreign currency translation adjustments 40 10 18 68 Balance - September 29, 2017 $ 849 $ 37 $ 833 $ 1,719 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 4,611 144 311 5,066 Cash payments (2,933 ) (840 ) (311 ) (4,084 ) Foreign currency translations adjustments 13 (5 ) — 8 Balance - September 30, 2016 $ 2,285 $ 337 $ — $ 2,622 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories consisted of the following: September 29, 2017 December 31, 2016 Raw material $ 35,856 $ 37,222 Work-in-process 4,946 4,175 Finished goods 29,693 32,204 Total inventories $ 70,495 $ 73,601 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 29, 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, were as follows: Balance as of December 31, 2016 $ 42,157 Foreign currency impact 2,582 Balance as of September 29, 2017 $ 44,739 |
Schedule of Other Intangible Assets | The Company’s other intangible assets - net consisted of the following: September 29, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,952 $ (597 ) $ 1,355 $ 1,880 $ (366 ) $ 1,514 Customer relationships 109,951 (22,529 ) 87,422 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,211 (11,504 ) 45,707 57,744 (8,460 ) 49,284 Total other intangible assets - net $ 169,114 $ (34,630 ) $ 134,484 $ 169,714 $ (25,456 ) $ 144,258 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Foreign Debt | The Company’s debt consisted of the following: September 29, 2017 December 31, 2016 First Lien Term Loans $ 298,793 $ 303,025 Second Lien Term Loans 90,007 110,000 Debt discount on Term Loans (3,832 ) (5,002 ) Deferred financing costs on Term Loans (5,963 ) (7,503 ) Foreign debt 25,312 23,303 Capital lease obligations 894 1,301 Total debt 405,211 425,124 Less: Current portion (7,310 ) (8,179 ) Total long-term debt $ 397,901 $ 416,945 The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 29, 2017 December 31, 2016 Germany $ 21,225 $ 21,469 Mexico 3,400 850 India 670 834 Other 17 150 Total foreign debt $ 25,312 $ 23,303 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | See the amounts recorded on the condensed consolidated balance sheets within the table below: September 29, 2017 December 31, 2016 Interest rate swaps: Recorded in other current liabilities $ 1,148 $ 1,916 Recorded in other long-term liabilities 447 133 Total derivatives designated as hedging instruments $ 1,595 $ 2,049 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 29, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The Company recognized the following share-based compensation expense (income): Three Months Ended Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Restricted stock units $ 132 $ 360 $ 796 $ 949 Adjusted EBITDA vesting awards 99 (15 ) 99 (2,399 ) Stock price vesting awards — 37 9 91 ROIC vesting awards — 127 — 267 Subtotal 231 509 904 (1,092 ) Impact of accelerated vesting — — — 228 Total share-based compensation expense (income) $ 231 $ 509 $ 904 $ (864 ) Total income tax benefit (provision) recognized $ 88 $ 198 $ 345 $ (322 ) |
Schedule of Restricted and Performance Share Unit Activity | 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 702 1.27 1,015 1.27 — — — — Adjustment for performance results achieved (1)(2) — — (708 ) 9.65 (189 ) 2.30 — — Issued (265 ) 4.84 — — — — — — Deferred 159 3.69 — — — — — — Forfeited (85 ) 1.76 (90 ) 2.81 (152 ) 3.54 (91 ) 3.46 Outstanding at September 29, 2017 1,065 $ 2.76 940 $ 1.27 — $ — 422 $ 3.69 (1) Adjustment for Adjusted EBITDA awards was due to the number of shares vested at the end of the three -year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric. (2) Adjustment for Stock Price Vesting Awards was due to the sales price of the Company’s common stock at the end of the three -year performance period ended June 30, 2017 being lower than the established stock price targets of the Stock Price Vesting Awards. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 29, 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.10 ) $ (0.13 ) $ (0.37 ) $ (0.42 ) Numerator: Net loss available to common shareholders of Jason Industries $ (2,556 ) $ (3,032 ) $ (9,645 ) $ (9,464 ) Denominator: Basic and diluted weighted-average shares outstanding 26,241 22,499 26,023 22,423 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,889 3,653 3,815 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) — 3,486 79 3,486 Restricted stock units 1,041 553 712 481 Performance share units 1,343 1,983 1,395 1,954 Total 20,267 23,669 19,995 23,568 (1) Includes the impact of 952 additional Series A Preferred Stock shares from a stock dividend declared on September 15, 2017 to be paid in additional shares of Series A Preferred Stock on October 1, 2017 . The Company included the preferred stock within the condensed 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' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 29, 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 nine months ended September 29, 2017 and September 30, 2016 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized 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 — 10,135 (633 ) 9,502 Amounts reclassified from accumulated other comprehensive loss 45 (888 ) 914 71 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at September 29, 2017 $ (1,845 ) $ (19,855 ) $ (983 ) $ (22,683 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized losses on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive income (loss) before reclassifications — 1,126 (2,513 ) (1,387 ) Balance at September 30, 2016 $ (1,051 ) $ (19,111 ) $ (2,681 ) $ (22,843 ) |
Schedule of 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 nine months ended September 29, 2017 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 |
Business Segments, Geographic33
Business Segments, Geographic and Customer Information (Tables) | 9 Months Ended |
Sep. 29, 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Finishing $ 51,065 $ 49,162 $ 150,298 $ 152,586 Components 19,945 24,876 62,775 76,347 Seating 32,963 32,330 125,257 128,960 Acoustics 51,457 63,740 164,770 188,876 Net Sales $ 155,430 $ 170,108 $ 503,100 $ 546,769 |
Schedule of Adjusted EBITDA for Reportable Segments and Reconciliation of Total Segment Adjusted EBITDA | 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 Nine Months Ended September 29, 2017 September 30, 2016 September 29, 2017 September 30, 2016 Segment Adjusted EBITDA Finishing $ 7,503 $ 7,042 $ 21,894 $ 19,905 Components 2,445 3,658 7,616 11,608 Seating 2,621 2,507 14,048 14,756 Acoustics 6,640 7,414 21,344 20,787 Total segment Adjusted EBITDA $ 19,209 $ 20,621 $ 64,902 $ 67,056 Interest expense (367 ) (361 ) (1,073 ) (1,204 ) Depreciation and amortization (1) (9,660 ) (10,987 ) (28,982 ) (32,662 ) Gain (loss) on disposal of property, plant and equipment - net 639 (68 ) 904 (757 ) Loss on divestiture (1) (842 ) — (8,730 ) — Restructuring (1,772 ) (523 ) (3,005 ) (4,877 ) Integration and other restructuring costs — 354 — (920 ) Total segment income before income taxes (1) 7,207 9,036 24,016 26,636 Corporate general and administrative expenses (3,073 ) (4,098 ) (9,625 ) (13,440 ) Corporate interest expense (7,836 ) (7,545 ) (23,891 ) (22,689 ) Corporate gain on extinguishment of debt 819 — 2,383 — Corporate depreciation (89 ) (82 ) (257 ) (261 ) Corporate restructuring — (43 ) 9 (189 ) Corporate integration and other restructuring costs — — — (370 ) Corporate share-based compensation (231 ) (509 ) (904 ) 864 Consolidated loss before income taxes (1) $ (3,203 ) $ (3,241 ) $ (8,269 ) $ (9,449 ) (1) Amounts have been revised for prior period errors as described within Note 2 , “Revision of Previously Reported Financial Information”. |
Schedule of Assets Held by Reportable Segments | Assets held by reportable segments were as follows: September 29, 2017 December 31, 2016 Finishing (1) $ 250,475 $ 232,550 Components 73,736 81,450 Seating 100,102 105,184 Acoustics 149,709 172,769 Total segments (1) 574,022 591,953 Corporate and eliminations (13,433 ) (8,117 ) Consolidated total assets (1) $ 560,589 $ 583,836 (1) Amounts have been revised for prior period errors as described within Note 2 , “Revision of Previously Reported Financial Information”. |
Description of Business and B34
Description of Business and Basis of Presentation (Details) | 9 Months Ended |
Sep. 29, 2017segmentcountry | |
Accounting Policies [Abstract] | |
Number of reportable segments | segment | 4 |
Number of foreign countries | country | 13 |
Revision of Previously Report35
Revision of Previously Reported Financial Information (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 29, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Loss on divestiture | $ 842 | $ 7,888 | $ 0 | $ 7,888 | $ 8,730 | $ 0 | ||
Depreciation of property, plant and equipment | $ 19,874 | $ 23,502 | ||||||
Understatement Of Loss On Divestiture | Restatement Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Loss on divestiture | 1,200 | |||||||
Understatement Of Depreciation Expense | Restatement Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Depreciation of property, plant and equipment | $ 100 | $ 100 | $ 500 |
Revision of Previously Report36
Revision of Previously Reported Financial Information (Impacts of the Required Corrections) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Sep. 29, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Cost of goods sold | $ 123,457 | $ 136,833 | $ 139,261 | $ 277,417 | $ 400,874 | $ 441,092 | ||
Gross profit | 31,973 | 35,644 | 30,847 | 70,253 | 102,226 | 105,677 | ||
Operating income | 4,670 | 9,794 | 4,272 | 17,396 | 22,066 | 13,339 | ||
Loss on divestiture | (842) | (7,888) | 0 | (7,888) | (8,730) | 0 | ||
Loss before income taxes | (3,203) | (4,558) | (3,241) | (5,066) | (8,269) | (9,449) | ||
Tax provision (benefit) | (1,602) | 179 | (694) | 164 | (1,438) | (1,360) | ||
Net loss | (1,601) | (4,737) | (2,547) | (5,230) | (6,831) | (8,089) | ||
Net loss attributable to Jason Industries | (1,601) | (4,737) | (2,132) | (5,235) | (6,836) | (6,764) | ||
Net loss available to common shareholders of Jason Industries | $ (2,556) | $ (5,673) | $ (3,032) | $ (7,089) | $ (9,645) | $ (9,464) | ||
Net loss per share available to common shareholders of Jason Industries: | ||||||||
Basic and diluted (in dollars per share) | $ (0.10) | $ (0.22) | $ (0.13) | $ (0.27) | $ (0.37) | $ (0.42) | ||
Comprehensive income (loss) | $ 991 | $ 797 | $ (2,135) | $ 1,789 | $ 2,780 | $ (9,759) | ||
Comprehensive income (loss) attributable to Jason Industries | 991 | 797 | (1,789) | 1,746 | 2,737 | (8,151) | ||
Assets held for sale | 16,482 | 16,482 | $ 0 | |||||
Total current assets | 213,938 | 238,692 | 238,692 | 213,938 | 210,165 | |||
Accumulated depreciation | (84,036) | (80,089) | (80,089) | (84,036) | (70,979) | |||
Property, plant and equipment - net | 154,501 | 157,928 | 157,928 | 154,501 | 177,823 | |||
Total assets | 560,589 | 587,627 | 587,627 | 560,589 | 583,836 | |||
Deferred income taxes | 34,122 | 36,099 | 36,099 | 34,122 | 42,608 | |||
Total liabilities | 560,093 | 588,350 | 588,350 | 560,093 | 586,978 | |||
Retained deficit | (170,068) | (168,467) | (168,467) | (170,068) | (163,232) | |||
Shareholders' equity (deficit) attributable to Jason Industries | 496 | (723) | (723) | 496 | (3,037) | |||
Total shareholders' equity (deficit) | 496 | (723) | 71,520 | (723) | 496 | 71,520 | (3,142) | $ 84,994 |
Total liabilities and shareholders' equity (deficit) | $ 560,589 | 587,627 | 587,627 | $ 560,589 | 583,836 | |||
Scenario, Previously Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Cost of goods sold | 136,758 | 139,129 | 277,187 | 440,743 | ||||
Gross profit | 35,719 | 30,979 | 70,483 | 106,026 | ||||
Operating income | 9,869 | 4,404 | 17,626 | 13,688 | ||||
Loss on divestiture | (6,686) | (6,686) | ||||||
Loss before income taxes | (3,281) | (3,109) | (3,634) | (9,100) | ||||
Tax provision (benefit) | 200 | (657) | 228 | (1,262) | ||||
Net loss | (3,481) | (2,452) | (3,862) | (7,838) | ||||
Net loss attributable to Jason Industries | (3,481) | (2,037) | (3,867) | (6,513) | ||||
Net loss available to common shareholders of Jason Industries | $ (4,417) | $ (2,937) | $ (5,721) | $ (9,213) | ||||
Net loss per share available to common shareholders of Jason Industries: | ||||||||
Basic and diluted (in dollars per share) | $ (0.17) | $ (0.13) | $ (0.22) | $ (0.41) | ||||
Comprehensive income (loss) | $ 2,053 | $ (2,040) | $ 3,157 | $ (9,508) | ||||
Comprehensive income (loss) attributable to Jason Industries | 2,053 | (1,694) | 3,114 | (7,900) | ||||
Assets held for sale | 17,684 | 17,684 | 0 | |||||
Total current assets | 239,894 | 239,894 | 210,165 | |||||
Accumulated depreciation | (79,364) | (79,364) | (70,484) | |||||
Property, plant and equipment - net | 158,653 | 158,653 | 178,318 | |||||
Total assets | 589,554 | 589,554 | 584,331 | |||||
Deferred income taxes | 36,302 | 36,302 | 42,747 | |||||
Total liabilities | 588,553 | 588,553 | 587,117 | |||||
Retained deficit | (166,743) | (166,743) | (162,876) | |||||
Shareholders' equity (deficit) attributable to Jason Industries | 1,001 | 1,001 | (2,681) | |||||
Total shareholders' equity (deficit) | 1,001 | 1,001 | (2,786) | |||||
Total liabilities and shareholders' equity (deficit) | 589,554 | 589,554 | 584,331 | |||||
Understatement Of Loss On Divestiture And Understatement Of Depreciation Expense | Restatement Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Cost of goods sold | 75 | 132 | 230 | 349 | ||||
Gross profit | (75) | (132) | (230) | (349) | ||||
Operating income | (75) | (132) | (230) | (349) | ||||
Loss on divestiture | (1,202) | (1,202) | ||||||
Loss before income taxes | (1,277) | (132) | (1,432) | (349) | ||||
Tax provision (benefit) | (21) | (37) | (64) | (98) | ||||
Net loss | (1,256) | (95) | (1,368) | (251) | ||||
Net loss attributable to Jason Industries | (1,256) | (95) | (1,368) | (251) | ||||
Net loss available to common shareholders of Jason Industries | $ (1,256) | $ (95) | $ (1,368) | $ (251) | ||||
Net loss per share available to common shareholders of Jason Industries: | ||||||||
Basic and diluted (in dollars per share) | $ (0.05) | $ 0 | $ (0.05) | $ (0.01) | ||||
Comprehensive income (loss) | $ (1,256) | $ (95) | $ (1,368) | $ (251) | ||||
Comprehensive income (loss) attributable to Jason Industries | (1,256) | $ (95) | (1,368) | $ (251) | ||||
Assets held for sale | (1,202) | (1,202) | 0 | |||||
Total current assets | (1,202) | (1,202) | 0 | |||||
Accumulated depreciation | (725) | (725) | (495) | |||||
Property, plant and equipment - net | (725) | (725) | (495) | |||||
Total assets | (1,927) | (1,927) | (495) | |||||
Deferred income taxes | (203) | (203) | (139) | |||||
Total liabilities | (203) | (203) | (139) | |||||
Retained deficit | (1,724) | (1,724) | (356) | |||||
Shareholders' equity (deficit) attributable to Jason Industries | (1,724) | (1,724) | (356) | |||||
Total shareholders' equity (deficit) | (1,724) | (1,724) | (356) | |||||
Total liabilities and shareholders' equity (deficit) | $ (1,927) | $ (1,927) | $ (495) |
Divestiture (Narrative) (Detail
Divestiture (Narrative) (Details) - USD ($) $ in Thousands | Aug. 30, 2017 | Sep. 29, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Aug. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Buyer assumption of debt balance from divestiture | $ 2,950 | $ 0 | |||||||
Loss on divestiture | $ 842 | $ 7,888 | $ 0 | $ 7,888 | 8,730 | $ 0 | |||
Acoustics Europe | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||
Net proceeds from the divestiture | $ 8,100 | $ 8,100 | |||||||
Cash proceeds from the divestiture | 200 | 200 | |||||||
Buyer assumption of debt balance from divestiture | $ 3,000 | ||||||||
Loss on divestiture | $ 800 | $ 7,900 | $ 8,700 | ||||||
Total segment revenue | $ 22,900 | $ 32,900 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) - 2016 Program $ in Millions | 9 Months Ended |
Sep. 29, 2017USD ($)plant | |
Restructuring Cost and Reserve [Line Items] | |
Expected total restructuring cost | $ | $ 12 |
Components | |
Restructuring Cost and Reserve [Line Items] | |
Number of plants eliminated | 2 |
Finishing | |
Restructuring Cost and Reserve [Line Items] | |
Number of plants eliminated | 2 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | $ 2,699 | $ 1,632 | ||
Current period restructuring charges | $ 1,772 | $ 566 | 2,996 | 5,066 |
Cash payments | (4,044) | (4,084) | ||
Foreign currency translation adjustments | 68 | 8 | ||
Restructuring reserve ending balance | 1,719 | 2,622 | 1,719 | 2,622 |
Operating Segments | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 1,772 | 523 | 3,005 | 4,877 |
Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 43 | (9) | 189 |
Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 1,281 | 594 | ||
Current period restructuring charges | 708 | 4,611 | ||
Cash payments | (1,180) | (2,933) | ||
Foreign currency translation adjustments | 40 | 13 | ||
Restructuring reserve ending balance | 849 | 2,285 | 849 | 2,285 |
Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 333 | 1,038 | ||
Current period restructuring charges | 177 | 144 | ||
Cash payments | (483) | (840) | ||
Foreign currency translation adjustments | 10 | (5) | ||
Restructuring reserve ending balance | 37 | 337 | 37 | 337 |
Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 1,085 | 0 | ||
Current period restructuring charges | 2,111 | 311 | ||
Cash payments | (2,381) | (311) | ||
Foreign currency translation adjustments | 18 | 0 | ||
Restructuring reserve ending balance | 833 | 0 | 833 | 0 |
2016 Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 1,772 | 566 | 2,996 | 5,066 |
Restructuring and related cost, cost incurred to date | 10,228 | 10,228 | ||
2016 Program | Operating Segments | Finishing | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 927 | 424 | 1,435 | 3,239 |
Restructuring and related cost, cost incurred to date | 6,069 | 6,069 | ||
2016 Program | Operating Segments | Components | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 773 | (49) | 1,247 | 612 |
Restructuring and related cost, cost incurred to date | 2,139 | 2,139 | ||
2016 Program | Operating Segments | Seating | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 50 | (17) | 72 |
Restructuring and related cost, cost incurred to date | 59 | 59 | ||
2016 Program | Operating Segments | Acoustics | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 72 | 98 | 340 | 954 |
Restructuring and related cost, cost incurred to date | 1,373 | 1,373 | ||
2016 Program | Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 43 | (9) | 189 |
Restructuring and related cost, cost incurred to date | 588 | 588 | ||
2016 Program | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 445 | 363 | 708 | 4,611 |
Restructuring and related cost, cost incurred to date | 6,023 | 6,023 | ||
2016 Program | Severance costs | Operating Segments | Finishing | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 384 | 397 | 645 | 3,064 |
Restructuring and related cost, cost incurred to date | 3,932 | 3,932 | ||
2016 Program | Severance costs | Operating Segments | Components | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 58 | (223) | 58 | 334 |
Restructuring and related cost, cost incurred to date | 436 | 436 | ||
2016 Program | Severance costs | Operating Segments | Seating | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 50 | (17) | 72 |
Restructuring and related cost, cost incurred to date | 59 | 59 | ||
2016 Program | Severance costs | Operating Segments | Acoustics | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 3 | 96 | 31 | 952 |
Restructuring and related cost, cost incurred to date | 1,008 | 1,008 | ||
2016 Program | Severance costs | Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 43 | (9) | 189 |
Restructuring and related cost, cost incurred to date | 588 | 588 | ||
2016 Program | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 41 | 27 | 177 | 144 |
Restructuring and related cost, cost incurred to date | 521 | 521 | ||
2016 Program | Lease termination costs | Operating Segments | Finishing | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | (20) | 27 | 5 | 144 |
Restructuring and related cost, cost incurred to date | 349 | 349 | ||
2016 Program | Lease termination costs | Operating Segments | Components | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Restructuring and related cost, cost incurred to date | 0 | 0 | ||
2016 Program | Lease termination costs | Operating Segments | Seating | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Restructuring and related cost, cost incurred to date | 0 | 0 | ||
2016 Program | Lease termination costs | Operating Segments | Acoustics | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 61 | 0 | 172 | 0 |
Restructuring and related cost, cost incurred to date | 172 | 172 | ||
2016 Program | Lease termination costs | Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Restructuring and related cost, cost incurred to date | 0 | 0 | ||
2016 Program | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 1,286 | 176 | 2,111 | 311 |
Restructuring and related cost, cost incurred to date | 3,684 | 3,684 | ||
2016 Program | Other costs | Operating Segments | Finishing | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 563 | 0 | 785 | 31 |
Restructuring and related cost, cost incurred to date | 1,788 | 1,788 | ||
2016 Program | Other costs | Operating Segments | Components | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 715 | 174 | 1,189 | 278 |
Restructuring and related cost, cost incurred to date | 1,703 | 1,703 | ||
2016 Program | Other costs | Operating Segments | Seating | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Restructuring and related cost, cost incurred to date | 0 | 0 | ||
2016 Program | Other costs | Operating Segments | Acoustics | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 8 | 2 | 137 | 2 |
Restructuring and related cost, cost incurred to date | 193 | 193 | ||
2016 Program | Other costs | Corporate | ||||
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | 0 | $ 0 | 0 | $ 0 |
Restructuring and related cost, cost incurred to date | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 35,856 | $ 37,222 |
Work-in-process | 4,946 | 4,175 |
Finished goods | 29,693 | 32,204 |
Total inventories | $ 70,495 | $ 73,601 |
Sale Leaseback (Narrative) (Det
Sale Leaseback (Narrative) (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Leases [Abstract] | |
Proceeds from the sale leaseback, net of closing fees and closing costs | $ 5.6 |
Deferred gain recognized on the sale leaseback | 1.1 |
Minimum lease payments on the sale leaseback | $ 10.1 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 29, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 42,157 |
Foreign currency impact | 2,582 |
Goodwill, end of period | $ 44,739 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 169,114 | $ 169,714 |
Accumulated Amortization | (34,630) | (25,456) |
Net | 134,484 | 144,258 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,952 | 1,880 |
Accumulated Amortization | (597) | (366) |
Net | 1,355 | 1,514 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 109,951 | 110,090 |
Accumulated Amortization | (22,529) | (16,630) |
Net | 87,422 | 93,460 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,211 | 57,744 |
Accumulated Amortization | (11,504) | (8,460) |
Net | $ 45,707 | $ 49,284 |
Debt and Hedging Instruments (D
Debt and Hedging Instruments (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Debt Instruments [Abstract] | ||
Total debt | $ 405,211 | $ 425,124 |
Less: Current portion | (7,310) | (8,179) |
Total long-term debt | 397,901 | 416,945 |
Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 25,312 | 23,303 |
Secured Debt | First Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 298,793 | 303,025 |
Secured Debt | Second Lien Term Loan | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 90,007 | 110,000 |
Debt discount on Term Loans | (3,832) | (5,002) |
Deferred financing costs on Term Loans | (5,963) | (7,503) |
Secured Debt | Foreign Debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 25,312 | 23,303 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 894 | $ 1,301 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | Dec. 31, 2017 | Sep. 29, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 29, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 10, 2017USD ($) |
Long-term Debt, Successor [Abstract] | ||||||||
Fair value amount of repurchased debt | $ 21,051,000 | $ 2,325,000 | ||||||
Gain on extinguishment of debt | $ 819,000 | $ 0 | 2,383,000 | 0 | ||||
Foreign Debt [Abstract] | ||||||||
Changes in restricted cash | 2,361,000 | $ 0 | ||||||
Acoustics Europe | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||||
Foreign Debt [Abstract] | ||||||||
Changes in restricted cash | 2,400,000 | |||||||
Interest Rate Swap | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | $ 210,000,000 | |||||
Derivative, fixed interest rate | 2.08% | 2.08% | ||||||
Interest expense recognized | $ 1,500,000 | 0 | ||||||
Derivative liability, fair value | $ 1,600,000 | 1,600,000 | 2,000,000 | |||||
Interest Rate Swap | Designated as Hedging Instrument | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative liability, fair value | 1,595,000 | 1,595,000 | 2,049,000 | |||||
Other Current Liabilities | Interest Rate Swap | Designated as Hedging Instrument | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative liability, fair value | 1,148,000 | 1,148,000 | 1,916,000 | |||||
Other Noncurrent Liabilities | Interest Rate Swap | Designated as Hedging Instrument | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Derivative liability, fair value | 447,000 | $ 447,000 | 133,000 | |||||
Scenario, Forecast | Interest Rate Swap | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Interest expense recognized | $ 1,600,000 | |||||||
Revolving Credit Facility | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Secured Debt | Long-term Debt, Current Portion | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Mandatory prepayment | 1,900,000 | $ 1,900,000 | ||||||
Secured Debt | Revolving Credit Facility | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | $ 40,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | 34,900,000 | 34,900,000 | ||||||
Revolving credit facility, amount outstanding | 0 | 0 | ||||||
Outstanding letters of credit | 5,100,000 | 5,100,000 | ||||||
Foreign Debt | Minimum | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Total foreign debt | 100,000 | 100,000 | 100,000 | |||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | 100,000 | 100,000 | 100,000 | |||||
Foreign Debt | Maximum | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Total foreign debt | 13,700,000 | 13,700,000 | 12,600,000 | |||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | $ 13,700,000 | $ 13,700,000 | 12,600,000 | |||||
First Lien Term Loan | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||||||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 4.50% | |||||||
First Lien Term Loan | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 310,000,000 | $ 310,000,000 | ||||||
Total foreign debt | $ 298,793,000 | 298,793,000 | 303,025,000 | |||||
Amortization of debt discount (premium) | $ 800,000 | |||||||
Consolidated net leverage ratio, first periodic decrease | 4.75 | |||||||
Interest rate, effective percentage | 5.80% | 5.80% | ||||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | $ 298,793,000 | $ 298,793,000 | 303,025,000 | |||||
First Lien Term Loan | Secured Debt | Scenario, Forecast | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Consolidated net leverage ratio, second periodic decrease | 4.5 | |||||||
Second Lien Term Loan | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Amortization of debt discount (premium) | 200,000 | 400,000 | ||||||
Fair value amount of repurchased debt | 10,700,000 | 16,800,000 | ||||||
Unamortized deferred financing cost of repurchased debt | 300,000 | 400,000 | ||||||
Gain on extinguishment of debt | 800,000 | 2,400,000 | ||||||
Extinguishment of debt, amount | $ 12,000,000 | $ 20,000,000 | ||||||
Second Lien Term Loan | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 7.00% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||||||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 8.00% | |||||||
Second Lien Term Loan | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | ||||||
Total foreign debt | $ 90,007,000 | $ 90,007,000 | 110,000,000 | |||||
Interest rate, effective percentage | 9.30% | 9.30% | ||||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | $ 90,007,000 | $ 90,007,000 | 110,000,000 | |||||
Revolving Credit Facility | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Restrictive covenant, qualification percentage for net leverage ratio | 25.00% | |||||||
Restrictive covenant, qualification amount for net leverage ratio | $ 10,000,000 | |||||||
US Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
US Senior Secured Credit Facilities | Eurodollar | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Foreign Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Total foreign debt | 25,312,000 | $ 25,312,000 | 23,303,000 | |||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | 25,312,000 | 25,312,000 | 23,303,000 | |||||
Foreign Debt | Germany | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Total foreign debt | 21,225,000 | 21,225,000 | 21,469,000 | |||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | 21,225,000 | 21,225,000 | 21,469,000 | |||||
Foreign Debt | Secured Debt | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Total foreign debt | 25,312,000 | 25,312,000 | 23,303,000 | |||||
Foreign Debt [Abstract] | ||||||||
Total foreign debt | 25,312,000 | 25,312,000 | 23,303,000 | |||||
Individual Foreign Loans | Germany | ||||||||
Long-term Debt, Successor [Abstract] | ||||||||
Term loan amount | $ 20,600,000 | $ 20,600,000 | $ 19,300,000 | |||||
Individual Foreign Loans | Minimum | Germany | ||||||||
Foreign Debt [Abstract] | ||||||||
Interest rate on acquired long-term debt | 2.30% | 2.30% | ||||||
Individual Foreign Loans | Maximum | Germany | ||||||||
Foreign Debt [Abstract] | ||||||||
Interest rate on acquired long-term debt | 4.60% | 4.60% |
Debt and Hedging Instruments (F
Debt and Hedging Instruments (Foreign Debt) (Details) - Foreign Debt - USD ($) $ in Thousands | Sep. 29, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total foreign debt | $ 25,312 | $ 23,303 |
Germany | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 21,225 | 21,469 |
Mexico | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 3,400 | 850 |
India | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 670 | 834 |
Other | ||
Debt Instrument [Line Items] | ||
Total foreign debt | $ 17 | $ 150 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | Jan. 01, 2017 | Sep. 29, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jul. 01, 2016 |
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 1,100,000 | $ 1,100,000 | |||||||
Shares expected to vest (in shares) | 776,732 | ||||||||
Weighted-average grant date fair value, expected to vest (in dollars per share) | $ 1.78 | ||||||||
Weighted average remaining contractual term | 2 years 4 months 24 days | ||||||||
RSU awards outstanding (in shares) | 1,065,186 | 554,000 | 1,065,186 | ||||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 4.84 | ||||||||
Statutory tax withholding (in shares) | 25,532 | 41,181 | |||||||
Restricted stock units | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSU awards outstanding (in shares) | 288,454 | 288,454 | |||||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 5.41 | ||||||||
Adjusted EBITDA vesting awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSU awards outstanding (in shares) | 940,000 | 723,000 | 940,000 | ||||||
Stock price vesting awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 0 | $ 0 | |||||||
RSU awards outstanding (in shares) | 0 | 341,000 | 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 | $ 0 | |||||||
RSU awards outstanding (in shares) | 422,000 | 513,000 | 422,000 | ||||||
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) | 281,057 | ||||||||
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 | 3,473,435 | |||||||
Common stock shares available for grant (in shares) | 276,337 | 276,337 | |||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 2,200,000 | $ 2,200,000 | |||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 4 months 24 days | ||||||||
2014 Grant | Adjusted EBITDA vesting awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | 0 | $ 0 | |||||||
Target shares for calculation of compensation expense, measurement period | 3 years | ||||||||
Estimated payout percent | 62.50% | 0.00% | |||||||
Target shares for calculation of compensation expense (in shares) | 0 | 0 | 301,382 | ||||||
2017 Grant | 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 | $ 1,100,000 | $ 1,100,000 | |||||||
Target shares for calculation of compensation expense, measurement period | 3 years | ||||||||
Weighted average remaining contractual term | 2 years 6 months | ||||||||
Estimated payout percent | 100.00% | ||||||||
Target shares for calculation of compensation expense (in shares) | 940,005 | 940,005 | |||||||
2017 Grant | Minimum | Adjusted EBITDA vesting awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Target shares for calculation of compensation expense (in shares) | 0 | 0 | |||||||
2017 Grant | Maximum | Adjusted EBITDA vesting awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Target shares for calculation of compensation expense (in shares) | 1 | 1 |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 231 | $ 509 | $ 904 | $ (1,092) |
Impact of accelerated vesting | 0 | 0 | 0 | 228 |
Total share-based compensation expense (income) | 231 | 509 | 904 | (864) |
Total income tax benefit (provision) recognized | 88 | 198 | 345 | (322) |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 132 | 360 | 796 | 949 |
Adjusted EBITDA vesting awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 99 | (15) | 99 | (2,399) |
Stock price vesting awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 0 | 37 | 9 | 91 |
ROIC vesting awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 127 | $ 0 | $ 267 |
Share-Based Compensation (Perfo
Share-Based Compensation (Performance and Restricted Share Units Activity) (Details) | 9 Months Ended |
Sep. 29, 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 (in shares) | shares | 554,000 |
Granted (in shares) | shares | 702,000 |
Issued (in shares) | shares | (265,000) |
Deferred (in shares) | shares | 159,000 |
Forfeited (in shares) | shares | (85,000) |
Nonvested, ending balance (in shares) | shares | 1,065,186 |
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 (in dollars per share) | $ / shares | $ 5.22 |
Granted (in dollars per share) | $ / shares | 1.27 |
Issued (in dollars per share) | $ / shares | 4.84 |
Deferred (in dollars per share) | $ / shares | 3.69 |
Forfeited (in dollars per share) | $ / shares | 1.76 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 2.76 |
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 (in shares) | shares | 723,000 |
Granted (in shares) | shares | 1,015,000 |
Adjustment for performance results achieved (in shares) | shares | (708,000) |
Forfeited (in shares) | shares | (90,000) |
Nonvested, ending balance (in shares) | shares | 940,000 |
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 (in dollars per share) | $ / shares | $ 9.67 |
Granted (in dollars per share) | $ / shares | 1.27 |
Adjustment for performance results achieved (in dollars per share) | $ / shares | 9.65 |
Forfeited (in dollars per share) | $ / shares | 2.81 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 1.27 |
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 (in shares) | shares | 341,000 |
Adjustment for performance results achieved (in shares) | shares | (189,000) |
Forfeited (in shares) | shares | (152,000) |
Nonvested, ending balance (in shares) | shares | 0 |
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 (in dollars per share) | $ / shares | $ 2.85 |
Adjustment for performance results achieved (in dollars per share) | $ / shares | 2.30 |
Forfeited (in dollars per share) | $ / shares | 3.54 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 0 |
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 (in shares) | shares | 513,000 |
Forfeited (in shares) | shares | (91,000) |
Nonvested, ending balance (in shares) | shares | 422,000 |
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 (in dollars per share) | $ / shares | $ 3.65 |
Forfeited (in dollars per share) | $ / shares | 3.46 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 3.69 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Basic and diluted loss per share (in dollars per share) | $ (0.10) | $ (0.22) | $ (0.13) | $ (0.27) | $ (0.37) | $ (0.42) |
Net loss available to common shareholders of Jason Industries | $ (2,556) | $ (5,673) | $ (3,032) | $ (7,089) | $ (9,645) | $ (9,464) |
Basic and diluted weighted-average shares outstanding (in shares) | 26,241,000 | 22,499,000 | 26,023,000 | 22,423,000 | ||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 20,267,000 | 23,669,000 | 19,995,000 | 23,568,000 | ||
Conversion of Series A 8% Perpetual Convertible Preferred | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Preferred stock, shares declared (in shares) | 952 | |||||
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 | 13,994,000 | 13,994,000 | ||
Equity option | Conversion of JPHI rollover shares convertible to 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) | 0 | 3,486,000 | 79,000 | 3,486,000 | ||
Equity option | Conversion of Series A 8% Perpetual Convertible Preferred | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,889,000 | 3,653,000 | 3,815,000 | 3,653,000 | ||
Interest rate (in percentage) | 8.00% | 8.00% | ||||
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) | 1,041,000 | 553,000 | 712,000 | 481,000 | ||
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) | 1,343,000 | 1,983,000 | 1,395,000 | 1,954,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 50.00% | 21.40% | 17.40% | 14.40% | |
Net discrete tax benefit | $ 600,000 | $ 0 | $ 0 | $ (2,700,000) | |
Unrecognized tax benefits | 2,000,000 | 2,000,000 | $ 1,900,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 1,700,000 | 1,700,000 | 1,600,000 | ||
Decrease in unrecognized tax benefits, reasonably possible | 100,000 | 100,000 | |||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Shareholders' Equity (Deficit52
Shareholders' Equity (Deficit) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 29, 2017 | Sep. 30, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ (3,142) | $ 84,994 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |
Ending balance | 496 | 71,520 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (30,372) | (21,456) |
Other comprehensive income (loss) before reclassifications | 9,502 | (1,387) |
Amounts reclassified from accumulated other comprehensive loss | 71 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,884) | |
Ending balance | (22,683) | (22,843) |
Employee retirement plan adjustments | ||
AOCI Attributable to Parent, 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 | 45 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (113) | |
Ending balance | (1,845) | (1,051) |
Foreign currency translation adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (27,404) | (20,237) |
Other comprehensive income (loss) before reclassifications | 10,135 | 1,126 |
Amounts reclassified from accumulated other comprehensive loss | (888) | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,698) | |
Ending balance | (19,855) | (19,111) |
Net unrealized losses on cash flow hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,191) | (168) |
Other comprehensive income (loss) before reclassifications | (633) | (2,513) |
Amounts reclassified from accumulated other comprehensive loss | 914 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (73) | |
Ending balance | $ (983) | $ (2,681) |
Shareholders' Equity (Deficit53
Shareholders' Equity (Deficit) (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Total Dividends Paid | $ 11 | $ 2,700 | ||||
Preferred Shares Issued (in shares) | 899 | 48,697 | 45,899 | |||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | |||
Total Dividends Paid | $ 936 | $ 918 | $ 900 | |||
Preferred Shares Issued (in shares) | 931 | 915 | 899 |
Shareholders' Equity (Deficit54
Shareholders' Equity (Deficit) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 15, 2017 | Dec. 31, 2016 | Jun. 30, 2014 | Dec. 31, 2016 | Mar. 31, 2017 | Sep. 29, 2017 |
Jason | ||||||
Class of Stock [Line Items] | ||||||
Ownership percentage by parent | 83.10% | |||||
Ownership percentage by noncontrolling owners | 6.00% | 16.90% | 6.00% | 0.00% | ||
Jason | JPHI Holdings, Inc. | ||||||
Class of Stock [Line Items] | ||||||
Exchange of shares by noncontrolling owners (in shares) | 1,084,007 | 3,485,623 | 2,401,616 | 1,084,007 | 0 | |
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Dividend amount per share (in dollars per share) | $ 20 | |||||
Preferred stock, shares declared (in shares) | 952 | |||||
Dividends declared | $ 1 |
Business Segments, Geographic55
Business Segments, Geographic and Customer Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 29, 2017USD ($)segment | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 155,430 | $ 170,108 | $ 503,100 | $ 546,769 |
Number of reportable segments | segment | 4 | |||
Finishing | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 51,065 | 49,162 | $ 150,298 | 152,586 |
Components | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 19,945 | 24,876 | 62,775 | 76,347 |
Seating | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 32,963 | 32,330 | 125,257 | 128,960 |
Acoustics | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 51,457 | $ 63,740 | $ 164,770 | $ 188,876 |
One Customer | Customer Concentration Risk | Sales Revenue, Net | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk (greater than) | 10.00% |
Business Segments, Geographic56
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 29, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2016 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Interest expense | $ (8,203) | $ (7,906) | $ (24,964) | $ (23,893) | ||
Corporate gain on extinguishment of debt | 819 | 0 | 2,383 | 0 | ||
Gain (loss) on disposal of property, plant and equipment - net | 639 | (68) | 904 | (757) | ||
Restructuring | (1,772) | (566) | (2,996) | (5,066) | ||
Corporate share-based compensation | (904) | 864 | ||||
Loss before income taxes | (3,203) | $ (4,558) | (3,241) | $ (5,066) | (8,269) | (9,449) |
Operating Segments | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Total segment Adjusted EBITDA | 19,209 | 20,621 | 64,902 | 67,056 | ||
Interest expense | (367) | (361) | (1,073) | (1,204) | ||
Depreciation and amortization | (9,660) | (10,987) | (28,982) | (32,662) | ||
Gain (loss) on disposal of property, plant and equipment - net | 639 | (68) | 904 | (757) | ||
Loss on divestiture | (842) | 0 | (8,730) | 0 | ||
Restructuring | (1,772) | (523) | (3,005) | (4,877) | ||
Integration and other restructuring costs | 0 | 354 | 0 | (920) | ||
Loss before income taxes | 7,207 | 9,036 | 24,016 | 26,636 | ||
Operating Segments | Finishing | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Total segment Adjusted EBITDA | 7,503 | 7,042 | 21,894 | 19,905 | ||
Operating Segments | Components | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Total segment Adjusted EBITDA | 2,445 | 3,658 | 7,616 | 11,608 | ||
Operating Segments | Seating | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Total segment Adjusted EBITDA | 2,621 | 2,507 | 14,048 | 14,756 | ||
Operating Segments | Acoustics | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Total segment Adjusted EBITDA | 6,640 | 7,414 | 21,344 | 20,787 | ||
Corporate | ||||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||||
Corporate general and administrative expenses | (3,073) | (4,098) | (9,625) | (13,440) | ||
Interest expense | (7,836) | (7,545) | (23,891) | (22,689) | ||
Corporate gain on extinguishment of debt | 819 | 0 | 2,383 | 0 | ||
Depreciation and amortization | (89) | (82) | (257) | (261) | ||
Restructuring | 0 | (43) | 9 | (189) | ||
Integration and other restructuring costs | 0 | 0 | 0 | (370) | ||
Corporate share-based compensation | $ (231) | $ (509) | $ (904) | $ 864 |
Business Segments, Geographic57
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Sep. 29, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 560,589 | $ 587,627 | $ 583,836 |
Total segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 574,022 | 591,953 | |
Total segments | Finishing | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 250,475 | 232,550 | |
Total segments | Components | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 73,736 | 81,450 | |
Total segments | Seating | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 100,102 | 105,184 | |
Total segments | Acoustics | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 149,709 | 172,769 | |
Corporate and eliminations | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ (13,433) | $ (8,117) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 29, 2017 | Dec. 31, 2016 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 391.8 | $ 365.8 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | Sep. 29, 2017USD ($)site | Dec. 31, 2016USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1,000 | $ 1,000 |
Number of locations | site | 1 | 1 |