Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 22, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Jason Industries, Inc. | ||
Entity Central Index Key | 1,579,252 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,374,458 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 27.4 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Financial Position [Abstract] | |||
Net sales | $ 648,616 | $ 705,519 | $ 708,366 |
Cost of goods sold | 517,764 | 574,412 | 561,076 |
Gross profit | 130,852 | 131,107 | 147,290 |
Selling and administrative expenses | 103,855 | 113,797 | 129,371 |
Impairment charges | 0 | 63,285 | 94,126 |
(Gain) loss on disposals of property, plant and equipment - net | (759) | 880 | 109 |
Restructuring | 4,266 | 7,232 | 3,800 |
Transaction-related expenses | 0 | 0 | 886 |
Operating income (loss) | 23,490 | (54,087) | (81,002) |
Interest expense | (33,089) | (31,843) | (31,835) |
Gain on extinguishment of debt | 2,201 | 0 | 0 |
Equity income | 952 | 681 | 884 |
Loss on divestiture | (8,730) | 0 | 0 |
Other income - net | 319 | 900 | 97 |
Loss before income taxes | (14,857) | (84,349) | (111,856) |
Tax benefit | (10,384) | (6,296) | (22,255) |
Net loss | (4,473) | (78,053) | (89,601) |
Less net gain (loss) attributable to noncontrolling interests | 5 | (10,818) | (15,143) |
Net loss attributable to Jason Industries | (4,478) | (67,235) | (74,458) |
Accretion of preferred stock dividends and redemption premium | 3,783 | 3,600 | 3,600 |
Net loss available to common shareholders of Jason Industries | $ (8,261) | $ (70,835) | $ (78,058) |
Net loss per share available to common shareholders of Jason Industries: | |||
Net loss per share available to common shareholders of Jason Industries: Basic and diluted (in dollars per share) | $ (0.32) | $ (3.15) | $ (3.53) |
Weighted average number of common shares outstanding: Basic and diluted (in shares) | 26,082 | 22,507 | 22,145 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (4,473) | $ (78,053) | $ (89,601) |
Other comprehensive income (loss): | |||
Employee retirement plan adjustments, net of tax expense (benefit) of $73, ($95), and $18, respectively | 373 | (624) | 461 |
Foreign currency translation adjustments | 10,542 | (4,787) | (11,560) |
Net change in unrealized gains (losses) on cash flow hedges, net of tax expense (benefit) of $814, ($659), and ($126), respectively | 1,317 | (1,064) | (202) |
Total other comprehensive income (loss) | 12,232 | (6,475) | (11,301) |
Comprehensive income (loss) | 7,759 | (84,528) | (100,902) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 43 | (11,870) | (17,053) |
Comprehensive income (loss) attributable to Jason Industries | $ 7,716 | $ (72,658) | $ (83,849) |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Pension and other benefit plans, tax | $ 73 | $ (95) | $ 18 |
Cash flow hedges, tax | $ 814 | $ (659) | $ (126) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 48,887 | $ 40,861 |
Accounts receivable - net of allowances for doubtful accounts of $2,959 and $3,392 at 2017 and 2016, respectively | 68,626 | 77,837 |
Inventories - net | 70,819 | 73,601 |
Other current assets | 15,655 | 17,866 |
Total current assets | 203,987 | 210,165 |
Property, plant and equipment - net | 154,196 | 177,823 |
Goodwill | 45,142 | 42,157 |
Other intangible assets - net | 131,499 | 144,258 |
Other assets - net | 11,499 | 9,433 |
Total assets | 546,323 | 583,836 |
Current liabilities | ||
Current portion of long-term debt | 9,704 | 8,179 |
Accounts payable | 53,668 | 61,160 |
Accrued compensation and employee benefits | 17,433 | 13,207 |
Accrued interest | 276 | 191 |
Other current liabilities | 19,806 | 24,807 |
Total current liabilities | 100,887 | 107,544 |
Long-term debt | 391,768 | 416,945 |
Deferred income taxes | 25,699 | 42,608 |
Other long-term liabilities | 22,285 | 19,881 |
Total liabilities | 540,639 | 586,978 |
Commitments and Contingencies (Note 17) | ||
Shareholders' Equity (Deficit) | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 49,665 shares issued and outstanding at December 31, 2017, including 968 shares declared on November 28, 2017 and issued on January 1, 2018, 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) | 49,665 | 45,899 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized, 25,966,381 shares issued and outstanding at December 31, 2017 and 24,802,196 shares issued and outstanding at December 31, 2016) | 3 | 2 |
Additional paid-in capital | 143,788 | 144,666 |
Retained deficit | (167,710) | (163,232) |
Accumulated other comprehensive loss | (20,062) | (30,372) |
Shareholders' equity (deficit) attributable to Jason Industries | 5,684 | (3,037) |
Noncontrolling interests | 0 | (105) |
Total shareholders' equity (deficit) | 5,684 | (3,142) |
Total liabilities and shareholders' equity (deficit) | $ 546,323 | $ 583,836 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 28, 2017 | Dec. 31, 2016 | Dec. 15, 2016 |
Allowance for doubtful accounts | $ 2,959 | $ 3,392 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 49,665 | 45,899 | ||
Preferred stock, shares outstanding (in shares) | 49,665 | 45,899 | ||
Preferred stock, shares declared (in shares) | 968 | 899 | ||
Common stock, par value (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 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) shares in Thousands, $ 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 (in shares) at Dec. 31, 2014 | 45 | 21,991 | ||||||
Beginning balance at Dec. 31, 2014 | $ 182,675 | $ 45,000 | $ 2 | $ 140,312 | $ (21,539) | $ (12,065) | $ 151,710 | $ 30,965 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (3,600) | (3,600) | (3,600) | |||||
Stock compensation expense (in shares) | 515 | |||||||
Share-based compensation | 7,969 | 7,969 | 7,969 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (211) | |||||||
Tax withholding related to vesting of restricted stock units | (1,148) | (1,148) | (1,148) | |||||
Net loss | (89,601) | (74,458) | (74,458) | (15,143) | ||||
Employee retirement plan adjustments, net of tax | 461 | 383 | 383 | 78 | ||||
Foreign currency translation adjustments | (11,560) | (9,606) | (9,606) | (1,954) | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | (202) | (168) | (168) | (34) | ||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2015 | 45 | 22,295 | ||||||
Ending 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 (in shares) | 1 | |||||||
Dividends declared | (2,701) | $ 899 | (3,600) | (2,701) | ||||
Stock compensation expense (in shares) | 149 | |||||||
Share-based compensation | (752) | (752) | (752) | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (44) | |||||||
Tax withholding related to vesting of restricted stock units | (155) | (155) | (155) | |||||
Net loss | (78,053) | (67,235) | (67,235) | (10,818) | ||||
Employee retirement plan adjustments, net of tax | (624) | (540) | (540) | (84) | ||||
Foreign currency translation adjustments | (4,787) | (4,013) | (4,013) | (774) | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | (1,064) | (870) | (870) | (194) | ||||
Exchange of common stock (in shares) | 2,402 | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 5,640 | (3,493) | 2,147 | (2,147) | |||
Ending balance (in shares) at Dec. 31, 2016 | 46 | 24,802 | ||||||
Ending 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 (in shares) | 4 | |||||||
Dividends declared | (17) | $ 3,766 | (3,783) | (17) | ||||
Stock compensation expense (in shares) | 106 | |||||||
Share-based compensation | 1,119 | 1,119 | 1,119 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (26) | |||||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (4,473) | (4,478) | (4,478) | 5 | ||||
Employee retirement plan adjustments, net of tax | 373 | 373 | 373 | |||||
Foreign currency translation adjustments | 10,542 | 10,506 | 10,506 | 36 | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 1,317 | 1,315 | 1,315 | 2 | ||||
Exchange of common stock (in shares) | 1,084 | |||||||
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 (in shares) at Dec. 31, 2017 | 50 | 25,966 | ||||||
Ending balance at Dec. 31, 2017 | $ 5,684 | $ 49,665 | $ 3 | $ 143,788 | $ (167,710) | $ (20,062) | $ 5,684 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (4,473) | $ (78,053) | $ (89,601) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 26,260 | 31,120 | 31,160 |
Amortization of intangible assets | 12,674 | 12,921 | 14,088 |
Amortization of deferred financing costs and debt discount | 2,943 | 3,008 | 3,008 |
Impairment charges | 0 | 63,285 | 94,126 |
Equity income | (952) | (681) | (884) |
Deferred income taxes | (17,345) | (14,112) | (28,223) |
(Gain) loss on disposals of property, plant and equipment - net | (759) | 880 | 109 |
Gain on extinguishment of debt | (2,201) | 0 | 0 |
Loss on divestiture | 8,730 | 0 | 0 |
Transaction fees on divestiture | (932) | 0 | 0 |
Dividends from joint ventures | 0 | 2,068 | 0 |
Share-based compensation | 1,119 | (752) | 7,969 |
Net increase (decrease) in cash due to changes in: | |||
Accounts receivable | 6,997 | (85) | 1,954 |
Inventories | 3,804 | 5,862 | 5,034 |
Other current assets | 1,464 | 7,346 | (3,820) |
Accounts payable | (7,897) | 5,886 | (1,473) |
Accrued compensation and employee benefits | 5,946 | (5,449) | 4,169 |
Accrued interest | 98 | 117 | (121) |
Accrued income taxes | 473 | 2,263 | 487 |
Other - net | (5,858) | (507) | 1,052 |
Total adjustments | 34,564 | 113,170 | 128,635 |
Net cash provided by operating activities | 30,091 | 35,117 | 39,034 |
Cash flows from investing activities | |||
Proceeds from disposals of property, plant and equipment | 8,809 | 3,413 | 232 |
Payments for property, plant and equipment | (15,873) | (19,780) | (32,786) |
Proceeds from divestitures, net of cash divested and debt assumed by buyer | 7,883 | 0 | 0 |
Acquisitions of business, net of cash acquired | 0 | 0 | (34,763) |
Acquisitions of patents | (104) | (86) | (247) |
Net cash provided by (used in) investing activities | 715 | (16,453) | (67,564) |
Cash flows from financing activities | |||
Payments of First and Second Lien term loans | (21,826) | (3,100) | (3,100) |
Proceeds from other long-term debt | 8,596 | 10,150 | 19,282 |
Payments of other long-term debt | (10,816) | (16,138) | (6,228) |
Payments of preferred stock dividends | (12) | (3,600) | (3,600) |
Other financing activities - net | (220) | (155) | (1,148) |
Net cash (used in) provided by financing activities | (24,278) | (12,843) | 5,206 |
Effect of exchange rate changes on cash and cash equivalents | 1,498 | (904) | (3,011) |
Net increase (decrease) in cash and cash equivalents | 8,026 | 4,917 | (26,335) |
Cash and cash equivalents, beginning of period | 40,861 | 35,944 | 62,279 |
Cash and cash equivalents, ending of period | 48,887 | 40,861 | 35,944 |
Supplemental disclosure of cash flow information | |||
Interest | 30,242 | 28,717 | 28,969 |
Income taxes, net of refunds | 6,843 | 7,163 | 4,349 |
Noncash Investing and Financing Items [Abstract] | |||
Property, plant and equipment acquired through additional liabilities | 1,179 | 1,891 | 1,765 |
Accretion of preferred stock dividends | 6 | 1 | 900 |
Non-cash preferred stock created from dividends declared | 3,766 | 899 | 0 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 0 | |
Buyer assumption of debt from divestiture | 2,950 | 0 | 0 |
Shareholders' Equity (Deficit) Attributable to Jason Industries, Inc. | |||
Cash flows from operating activities | |||
Net loss | (4,478) | (67,235) | (74,458) |
Noncash Investing and Financing Items [Abstract] | |||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | $ 62 | $ (2,147) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of business: Jason Industries, Inc. and 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 Company’s finishing segment focuses on the production of industrial brushes, polishing buffs and 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. The Company was originally incorporated in Delaware on May 31, 2013 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. On June 30, 2014, the Company consummated its business combination with Jason Partners Holdings Inc. (“Jason”) pursuant to the stock purchase agreement, dated as of March 16, 2014, which provided for the acquisition of all of the capital stock of Jason by the Company (the “Business Combination”). Basis of presentation: 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 and ends 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 were comprised of the three months ended 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 . Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2017 and 2016 , book overdrafts of approximately $4.7 million and $5.5 million , respectively, are included in accounts payable within the accompanying consolidated balance sheets. These amounts are held in accounts in which the Company has no right of offset with other cash balances. Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. The estimation of excess, obsolete and unmarketable inventory is based on a variety of factors, including material or product age, estimated usage and estimated market demand. The first-in, first-out (“FIFO”) method is used to determine cost for all of the Company’s inventories. Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Amortization is recorded for other intangible assets with determinable lives. Patents, customer relationships, and trademarks and other intangible assets are amortized on a straight-line basis over their estimated useful lives of 7 years, 10 to 15 years, and 5 to 18 years, respectively. Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The Company is subject to financial statement risk in the event that goodwill becomes impaired. See Note 8 , “ Goodwill and Other Intangible Assets ” for further discussion regarding the results of the Company’s goodwill impairment testing. Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the finishing segment and are accounted for using the equity method of accounting. As of December 31, 2017 and 2016 , the Company’s investment in these joint ventures was $6.1 million and $4.8 million , respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. The Company recognizes a tax (provision)/benefit from share-based compensation (income)/expense in the consolidated statements of operations in the period the share-based compensation (income)/expense is incurred. See Note 12 , “ Share Based Compensation ” for further information regarding share-based compensation. 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 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 $398.4 million and $365.8 million as of December 31, 2017 and 2016 , respectively. 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. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded currently or amortized over future periods. Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income (loss), net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are translated at average exchange rates. Resultant gains and losses are reflected within accumulated other comprehensive loss within the accompanying consolidated statements of shareholders’ equity (deficit). Other comprehensive income (loss): Other comprehensive income (loss) includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company’s other comprehensive income (loss) includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. Product warranties: The Company offers warranties on the sales of certain of its products and records accruals for estimated future claims. Such accruals are established based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. Revenue recognition: Revenue is recognized from product sales at the time that title and risks and rewards of ownership are transferred to the customer, generally upon shipment. The Company records allowances for discounts, rebates, and product returns at the time of sale as a reduction of revenue as such allowances can be reliably estimated based on historical experience and known trends. Shipping and handling fees and costs: The Company classifies all amounts invoiced to customers related to shipping and handling as sales. Expenses for transportation of products to customers are recorded as a component of cost of goods sold. Research and development costs: Research and development costs consist of engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $3.6 million in the year ended December 31, 2017 , $4.2 million in the year ended December 31, 2016 , and $5.0 million in the year ended December 31, 2015 . Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred and were $1.8 million in the year ended December 31, 2017 , $1.9 million in the year ended December 31, 2016 , and $2.7 million in the year ended December 31, 2015 . Transaction-related expenses: The Company recognized no transaction-related expenses in the years ended December 31, 2017 and 2016 and $0.9 million in the year ended December 31, 2015 related to the acquisition of DRONCO. The transaction-related expenses were recognized as incurred in accordance with the applicable accounting guidance. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. During the years ended December 31, 2017 , 2016 , and 2015 the Company had no individual customers at or above 10% of consolidated net sales. At December 31, 2017 , one customer accounted for greater than 10% of the Company’s consolidated accounts receivable balance; this customer accounted for 13% of the consolidated balance and is served by the acoustics segment. At December 31, 2016 , two customers accounted for greater than 10% of the Company’s consolidated accounts receivable balance; these customers each accounted for 12% of the consolidated balance and both customers are served by the acoustics segment. Revision of previously reported financial information: Certain prior period amounts within the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated balance sheets, consolidated statements of shareholders’ equity (deficit) and operating activities in the consolidated statements of cash flows have been revised for an error identified in the third quarter of 2017. See Note 2 , “ Revision of Previously Reported Financial Information ” for further information regarding the revision of previously reported financial information. Recently issued accounting standards Accounting standards adopted in the current fiscal year In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “ Simplifying the Measurement of Inventory ” (“ASU 2015-11”). Under ASU 2015-11, inventory is measured at the “lower of cost and net realizable value” and options that formerly existed for “market value” were eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The Company adopted ASU 2015-11 effective January 1, 2017 on a prospective basis. There was an insignificant impact to the reported consolidated financial statements for the year ended December 31, 2017 as a result of adoption of this standard. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”) , which provides guidance on eight specific cash flow classification issues. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted this standard for the year ended December 31, 2017 and has determined that there was no impact to the consolidated statement of cash flows related to any previously reported period as a result of this adoption. 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 requires a retrospective adoption approach. For comparative purposes in the third quarter of 2018, ASU 2016-18 will require the inclusion of $2.4 million of restricted cash recorded within other assets-net on the consolidated balances sheets at September 29, 2017 to be included as part of total cash and cash equivalents within the consolidated statements of cash flows instead of recording the restricted cash as an investing cash outflow. The Company has adopted this standard effective for the year ended December 31, 2017 and other than the third quarter of 2017, has determined that this standard will have no impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, the amount of goodwill impairment will be determined by the amount the carrying value of the reporting unit exceeds its fair value. ASU 2017-04 is required to be applied on a prospective basis. The Company adopted ASU 2017-04 effective January 1, 2017. The adoption of this standard did not impact the Company’s consolidated financial statements for the year ended December 31, 2017 , as no interim triggering events or indicators of potential impairment were identified. The Company performed its annual goodwill impairment test as of September 30, 2017 and concluded that there was no impairment. 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 consolidated financial statements for the year ended December 31, 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 Company will adopt this standard using modified retrospective transition method effective January 1, 2018, and does not expect the adoption to have a material impact on the financial statements. The Company has assessed the impact of the guidance across all of our revenue streams by 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. There were two key focus areas during the assessment process. There are 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 for which we will recognize revenue over time as parts are manufactured. Additionally, the Company has concluded that contracts that provide for future product discounts do not represent a material right under the new guidance as the agreed upon price is representative of the stand-alone market price, and thus will not impact revenue recognition upon adoption of the standard. The Company will recognize the cumulative effect of adoption as an adjustment to opening retained earnings at the date of initial application and does not anticipate the cumulative adjustment will be material. 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 intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its 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 intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 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, the Company identified an error in the cost of goods sold presented in the consolidated financial statements impacting the year ended December 31, 2016. The error resulted in the understatement of recorded depreciation expense of $0.5 million in the year ended December 31, 2016. While the impact of the error is not material to the previously reported financial statements, the Company has revised its previously issued consolidated financial statements. Amounts throughout the consolidated financial statements and notes thereto have been adjusted to incorporate the revised amounts, where applicable. The impact of the required correction to the consolidated statements of operations and comprehensive income (loss) were as follows: For the Year Ended December 31, 2016 As Reported Adjustments As Revised Cost of goods sold $ 573,917 $ 495 $ 574,412 Gross profit 131,602 (495 ) 131,107 Operating loss (53,592 ) (495 ) (54,087 ) Loss before income taxes (83,854 ) (495 ) (84,349 ) Tax benefit (6,157 ) (139 ) (6,296 ) Net loss (77,697 ) (356 ) (78,053 ) Net loss attributable to Jason Industries (66,879 ) (356 ) (67,235 ) Net loss available to common shareholders of Jason Industries (70,479 ) (356 ) (70,835 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (3.13 ) (0.02 ) (3.15 ) Comprehensive loss (84,172 ) (356 ) (84,528 ) Comprehensive loss attributable to Jason Industries (72,302 ) (356 ) (72,658 ) The impact of the required correction to the consolidated balance sheet was as follows: December 31, 2016 As Reported Adjustments As Revised Property, plant and equipment - net $ 178,318 $ (495 ) $ 177,823 Total assets 584,331 (495 ) 583,836 Deferred income taxes 42,747 (139 ) 42,608 Total liabilities 587,117 (139 ) 586,978 Retained deficit (162,876 ) (356 ) (163,232 ) Shareholders' deficit attributable to Jason Industries (2,681 ) (356 ) (3,037 ) Total shareholders' deficit (2,786 ) (356 ) (3,142 ) Total liabilities and shareholders' deficit 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 consolidated statements of cash flows for any previous period. Other than the adjustments to net loss for the year ended ended December 31, 2016, which impacted recorded retained deficit, shareholders' deficit attributable to Jason Industries and total shareholders' deficit, there were no other impacts to the consolidated statements of shareholders' equity (deficit). There was no impact to the Company's previously reported “segment” Adjusted EBITDA for the year ended December 31, 2016. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions DRONCO GmbH (“DRONCO”) On May 29, 2015, the Company acquired all of the outstanding shares of DRONCO. DRONCO is a European manufacturer of bonded abrasives. These abrasives are being manufactured and distributed by the finishing segment. The Company paid cash consideration of $34.4 million , net of cash acquired, and, pursuant to the transaction, assumed certain liabilities. The related purchase agreement includes customary representations, warranties and covenants between the named parties. For the year ended December 31, 2015 , the Company recognized $0.9 million of acquisition-related costs related to DRONCO and these costs are included in the consolidated statements of operations as “Transaction-related expenses”. For the years ended December 31, 2016 and 2015 , $38.5 million and $24.1 million , respectively, of net sales from DRONCO were included in the Company’s consolidated statements of operations. Pro forma historical results of operations related to the acquisition of DRONCO have not been presented as they are not material to the Company’s consolidated statements of operations. |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | 4. Divestiture On August 30, 2017, the Company completed the divestiture of its European operations within the acoustics segment located in Germany (“Acoustics Europe”) for a net purchase price of $8.1 million , which included 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 an 8.7 million pre-tax loss. 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 consolidated statements of operations. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 5. 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 the years ended December 31, 2016 and 2017 and are expected to be completed by the end of 2018. For the year ended December 31, 2015 , the Company incurred certain restructuring costs related to changes to its worldwide manufacturing footprint. These actions resulted in charges relating to employee severance and other related charges, such as exit costs for the consolidation and closure of plant facilities, employee relocation and lease termination costs. These costs related to decisions that preceded the 2016 program and are therefore not considered to be part of such plan. For the year ended December 31, 2015 , the Company incurred $1.6 million in severance costs, $1.2 million in lease termination costs and $1.0 million in other costs. The Company did not incur any material charges related to 2015 restructuring activities for the year ended December 31, 2017 , and no additional costs are expected for such restructuring activities. 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 charges incurred since the inception of the 2016 program through the year ended December 31, 2017 . The other costs incurred under the 2016 program for the year ended December 31, 2017 primarily includes 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 Brazil and the consolidation of two U.S. plants within the finishing segment and for the year ended December 31, 2016 primarily includes charges related to the closure of a facility within the components segment and a loss contingency for certain employment matters claims associated with the wind down of the finishing segment’s Brazil facility. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $14.1 million under the 2016 program. Restructuring costs are presented separately on the consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ 58 $ (17 ) $ (38 ) $ (9 ) $ 1,172 Lease termination costs 88 — — 172 — 260 Other costs 1,235 1,276 — 323 — 2,834 Total $ 2,501 $ 1,334 $ (17 ) $ 457 $ (9 ) $ 4,266 Restructuring charges - year ended December 31, 2016: Severance costs $ 3,287 $ 378 $ 76 $ 977 $ 597 $ 5,315 Lease termination costs 344 — — — — 344 Other costs 1,003 514 — 56 — 1,573 Total $ 4,634 $ 892 $ 76 $ 1,033 $ 597 $ 7,232 Cumulative restructuring charges - year ended December 31, 2017: Severance costs $ 4,465 $ 436 $ 59 $ 939 $ 588 $ 6,487 Lease termination costs 432 — — 172 — 604 Other costs 2,238 1,790 — 379 — 4,407 Total $ 7,135 $ 2,226 $ 59 $ 1,490 $ 588 $ 11,498 In addition to the restructuring costs described above, the Company incurred for the year ended December 31, 2016 , approximately $1.4 million of additional charges related to the wind down of the finishing segment’s Brazil location, which included $0.7 million of accelerated depreciation of property, plant and equipment - net and $0.7 million of charges to reduce inventory balances, respectively, to decrease such balances to their estimated net realizable values. These costs were presented within cost of goods sold within the consolidated statements of operations. The following table represents the restructuring liabilities, including both the 2016 program and previous activities: Severance Lease Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 1,172 260 2,834 4,266 Cash payments (1,589 ) (528 ) (2,830 ) (4,947 ) Foreign currency impact 43 11 (10 ) 44 Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 5,315 344 1,573 7,232 Cash payments (4,621 ) (1,035 ) (514 ) (6,170 ) Foreign currency impact (7 ) (14 ) 26 5 Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 At December 31, 2017 and December 31, 2016 , the restructuring liabilities were classified as other current liabilities on the consolidated balance sheets. At December 31, 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 December 31, 2017 and December 31, 2016 , the accrual for other costs primarily relates to a loss contingency for certain employment matter claims within the finishing segment due to the closure of a facility in Brazil. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories at December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Raw material $ 35,925 $ 37,222 Work-in-process 4,375 4,175 Finished goods 30,519 32,204 Total inventories $ 70,819 $ 73,601 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Land and improvements $ 6,556 $ 9,631 Buildings and improvements 33,161 41,928 Machinery and equipment 191,903 191,770 Construction-in-progress 10,710 5,473 242,330 248,802 Less: Accumulated depreciation (88,134 ) (70,979 ) Property, plant and equipment, net $ 154,196 $ 177,823 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill by reporting segment was as follows: Finishing Components Seating Acoustics Total Balance as of December 31, 2015 $ 43,229 $ 33,183 $ — $ 29,758 $ 106,170 Goodwill impairment (253 ) (33,183 ) — (29,849 ) (63,285 ) Foreign currency impact (819 ) — — 91 (728 ) Balance as of December 31, 2016 $ 42,157 $ — $ — $ — $ 42,157 Foreign currency impact 2,985 — — — 2,985 Balance as of December 31, 2017 $ 45,142 $ — $ — $ — $ 45,142 At December 31, 2017 and December 31, 2016 , accumulated goodwill impairment losses were $122.1 million , primarily due to $58.8 million related to the seating reporting unit, $29.8 million related to the acoustics reporting unit, and $33.2 million related to the components reporting unit. Fiscal 2017 Impairment Assessment The Company performed its annual goodwill impairment test in the fourth quarter of 2017 and determined that the fair value of the finishing reporting unit, the only reporting unit with a recorded goodwill balance, exceeded the carrying value of the reporting unit by over 15% . In connection with the goodwill impairment test, the Company engaged a third-party valuation firm to assist management with determining the fair value estimate for the reporting unit. The fair value of the reporting unit is determined using a weighted average of an income approach primarily based on the Company’s three year strategic plan and a market approach based on implied valuation multiples of public company peer groups for the reporting unit. Both approaches are generally deemed equally relevant in determining reporting unit enterprise value, and as a result, weightings of 50 percent were used for each. This fair value determination was categorized as Level 3 in the fair value hierarchy. In connection with obtaining an independent third-party valuation, management provided certain information and assumptions that were utilized in the fair value calculation. Significant assumptions used in determining reporting unit fair value include forecasted cash flows, revenue growth rates, adjusted EBITDA margins, weighted average cost of capital (discount rate), assumed tax treatment of a future sale of the reporting unit, terminal growth rates, capital expenditures, sales and EBITDA multiples used in the market approach, and the weighting of the income and market approaches. A change in any of these assumptions, individually or in the aggregate, or future financial performance that is below management expectations may result in the carrying value of this reporting unit exceeding its fair value, and goodwill and amortizable intangible assets could be impaired. Fiscal 2016 and 2015 Impairment Assessments In performing the first step of the annual goodwill impairment test in the fourth quarter of 2016, the Company determined that the estimated fair values of the acoustics and components reporting units were lower than the carrying values of the respective reporting units, requiring further analysis under the second step of the impairment test. The decline in the estimated fair value of the acoustics reporting unit was primarily due to lower long-term revenue growth expectations resulting from this strategic review of capital allocation and investment priorities as compared to the Company’s prior growth plan for the business. The fair value of the acoustics reporting unit was also negatively impacted by a projected cyclical decline in the North American automotive industry end-market. The decline in the estimated fair value of the components reporting unit was primarily due to lower long-term revenue expectations resulting from the annual budgeting and strategic planning process as compared to the Company’s prior plan for the business, primarily due to projected longer-term weakness in the rail end-market. In performing the second step of the impairment testing, the Company performed a theoretical purchase price allocation for the acoustics and components reporting units to determine the implied fair values of goodwill which were compared to the recorded amounts of goodwill for each reporting unit. Upon completion of the second step of the goodwill impairment test, the Company recorded non-cash goodwill impairment charges of $63.0 million , representing full goodwill impairments of $29.8 million and $33.2 million in the acoustics and components reporting units, respectively. The goodwill impairment charges are recorded as impairment charges in the consolidated statements of operations In the fourth quarter of 2015, the Company determined that the estimated fair value of the seating reporting unit was lower than the carrying value of the reporting unit, requiring further analysis under the second step of the impairment test. The decline in the estimated fair value of the seating reporting unit was primarily due to lower long-term growth expectations resulting from projected long-term weakness in agriculture and heavy industry end-markets, and a strategic shift in capital allocation and investment priorities. The Company performed a theoretical purchase price allocation for the seating reporting unit to determine the implied fair value of goodwill which was compared to the recorded amount of goodwill. Upon completion of the second step of the goodwill impairment test the Company recorded a non-cash goodwill impairment charge of $58.8 million , representing a complete impairment of goodwill in the seating reporting unit. The goodwill impairment charge is recorded as impairment charges in the consolidated statements of operations. In connection with the goodwill impairment tests in 2016 and 2015 , the Company engaged a third-party valuation firm to assist management with determining fair value estimates for the reporting units in the goodwill impairment test. In 2016 and 2015, the third-party valuation firm was also involved in assisting management in estimating fair values of tangible and intangible assets used in the second step of the goodwill impairment test. In connection with obtaining an independent third-party valuation, management provided certain information and assumptions that were utilized in the fair value calculation. Significant assumptions used in determining reporting unit fair value include forecasted cash flows, revenue growth rates, adjusted EBITDA margins, weighted average cost of capital (discount rate), assumed tax treatment of a future sale of the reporting unit, terminal growth rates, capital expenditures, sales and EBITDA multiples used in the market approach, and the weighting of the income and market approaches. The fair value of the reporting units was determined using a weighted average of an income approach primarily based on the Company’s three year strategic plan and a market approach based on implied valuation multiples of public company peer groups for each reporting unit. Both approaches were deemed equally relevant in determining reporting unit enterprise value, and as a result, weightings of 50 percent were used for each. This fair value determination was categorized as Level 3 in the fair value hierarchy. Other Intangible Assets The Company’s other amortizable intangible assets consisted of the following: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,985 $ (671 ) $ 1,314 $ 1,880 $ (366 ) $ 1,514 Customer relationships 110,210 (24,775 ) 85,435 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,373 (12,623 ) 44,750 57,744 (8,460 ) 49,284 Total amortized other intangible assets $ 169,568 $ (38,069 ) $ 131,499 $ 169,714 $ (25,456 ) $ 144,258 Other amortizable intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded related to tangible or intangible assets during 2017 . In connection with the evaluation of the goodwill impairment in the acoustics and components reporting units in 2016 , the Company assessed tangible and intangible assets for impairment prior to performing the second step of the goodwill impairment test. As a result of this analysis, it was determined that there were no impairment charges to record related to these assets. In connection with the evaluation of the goodwill impairment in the seating reporting unit in 2015 , the Company assessed tangible and intangible assets for impairment prior to performing the second step of the goodwill impairment test. As a result of this analysis, non-cash impairment charges of $27.7 million , $6.8 million , and $0.8 million were recorded for customer relationship, trademarks, and patents intangible assets, respectively, in the seating reporting unit during the fourth quarter of 2015. These intangible asset impairment charges are recorded as impairment charges in the consolidated statements of operations. The approximate weighted average remaining useful lives of the Company’s intangible assets a t December 31, 2017 are as follows: patents - 3.1 years; customer relationships - 10.7 years; and trademarks and other intangibles - 11.6 years. Amortization of intangible assets approximated $12.7 million , $12.9 million , and $14.1 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for each of the next five years and thereafter to be the following: 2018 $ 14,360 2019 11,800 2020 11,800 2021 11,631 2022 11,458 Thereafter 70,450 $ 131,499 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 9. Debt and Hedging Instruments The Company’s debt consisted of the following: December 31, 2017 December 31, 2016 First Lien Term Loans $ 298,018 $ 303,025 Second Lien Term Loans 90,007 110,000 Debt discount on Term Loans (3,602 ) (5,002 ) Deferred issuance costs on Term Loans (5,586 ) (7,503 ) Foreign debt 21,795 23,303 Capital lease obligations 840 1,301 Total debt 401,472 425,124 Less: Current portion (9,704 ) (8,179 ) Total long-term debt $ 391,768 $ 416,945 Future annual maturities of long-term debt outstanding at December 31, 2017 are as follows: 2018 $ 9,704 2019 6,950 2020 7,006 2021 289,378 2022 92,708 Thereafter 4,914 Total future annual maturities of long term debt outstanding 410,660 Less: Debt discounts on Term Loans (3,602 ) Less: Deferred issuance costs on Term Loans (5,586 ) Total debt $ 401,472 Senior Secured Credit Facilities On June 30, 2014, all indebtedness under Jason’s former U.S. credit facility was repaid in full and Jason Incorporated (“Jason Inc.”), an indirect majority-owned subsidiary of the Company, as the borrower, replaced Jason’s former credit agreement with a new $460.0 million U.S. credit facility as subsequently amended (the “Senior Secured Credit Facilities”). The new facility included (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing in 2021, of which $298.0 million is outstanding as of December 31, 2017 , (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 as of December 31, 2017 , and (iii) a revolving loan of up to $40.0 million (“Revolving Credit Facility”) maturing in 2019. The Company capitalized debt issuance costs of $13.5 million in connection with the refinancing. The unamortized amount of debt issuance costs as of December 31, 2017 were $5.6 million related to the First Lien Term Loans and Second Lien Term Loans and $0.6 million related to the Revolving Credit Facility. Debt issuance costs related to the First Lien Term Loans and Second Lien Term Loans are recorded in total long-term debt, and debt issuance costs related to the Revolving Credit Facility are recorded in other long-term assets. These costs are amortized into interest expense over the life of the respective borrowings on a straight-line basis. The principal amount of the First Lien Term Loans amortizes in quarterly installments of $0.8 million , with the balance payable at maturity. At the Company’s election, the interest rate per annum applicable to the loans under the Senior Secured Credit Facilities is based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the “prime rate” of Deutsche Bank AG New York Branch, (b) the federal funds effective rate plus 0.50% and (c) the Eurocurrency rate applicable for an interest period of one month plus 1.00% , plus an applicable margin equal to (x) 3.50% in the case of the First Lien Term Loans, (y) 2.25% in the case of the Revolving Credit Facility or (z) 7.00% in the case of the Second Lien Term Loans or (ii) a Eurocurrency rate determined by reference to 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 a consolidated first lien net leverage ratio. At December 31, 2017 , the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 6.2% and 9.7% , respectively. At December 31, 2017 , the Company had a total of $33.9 million of availability for additional borrowings under the Revolving Credit Facility as the Company had no outstanding borrowings and letters of credit outstanding of $6.1 million , which reduce availability under the facility. 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 of 4.50 to 1.00 . 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. The Company did not draw on its revolver during 2017. Under the Senior Secured Credit Facilities, the Company is subject to mandatory prepayments if certain requirements are met. At December 31, 2017 and 2016 , mandatory prepayments of $2.5 million and $1.9 million , respectively, under the Senior Secured Credit Facilities were included within the current portion of long-term debt in the consolidated balance sheets. The mandatory prepayment is in excess of regular current installments due. During 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 consolidated statements of operations. Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2017 December 31, 2016 Germany $ 18,003 $ 21,469 Mexico 3,179 850 India 599 834 Other 14 150 Total foreign debt $ 21,795 $ 23,303 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $11.2 million and $0.1 million to $12.6 million as of December 31, 2017 and December 31, 2016 , respectively. Certain of the Company’s foreign borrowings contain financial covenants requiring maintenance of a minimum equity ratio and maximum leverage ratio, among others. The Company was in compliance with these covenants as of December 31, 2017 . The foreign debt obligations in Germany primarily relate to term loans within our finishing segment of $18.0 million at December 31, 2017 and $19.3 million at December 31, 2016 . The German borrowings bear interest at fixed and variable rates ranging from 2.1% to 4.7% and are subject to repayment in varying amounts through 2025. In the fourth quarter of 2017, the Company utilized $2.4 million of cash received during the third quarter sale of Acoustics Europe to retire debt in Germany and incurred and paid a $0.2 million prepayment fee, which was recorded as an offset to the gain on extinguishment of debt. 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 of $210.0 million at both December 31, 2017 and December 31, 2016 . The Swaps have been designated by the Company as cash flow hedges in accordance with Accounting Standards Codification 815, 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 year ended December 31, 2017 , the Company recognized $1.9 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 $0.8 million related to the Swaps in 2018. The fair values of the Company’s Swaps are recorded on the consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The net fair value of the Swaps was a net asset of $0.1 million at December 31, 2017 and a net liability of $2.0 million at December 31, 2016 , respectively. See the amounts recorded on the consolidated balance sheets within the table below: December 31, 2017 December 31, 2016 Interest rate swaps: Recorded in other assets - net $ 537 $ — Recorded in other current liabilities $ (458 ) $ (1,916 ) Recorded in other long-term liabilities — (133 ) Total net asset (liability) derivatives designated as hedging instruments $ 79 $ (2,049 ) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | 10. Leases Lease Obligations The Company leases machinery, transportation equipment and office, warehouse and manufacturing facilities under agreements which are accounted for as operating leases. Many of the leases include provisions that enable the Company to renew the lease, and certain leases are subject to various escalation clauses. Future minimum lease payments required under long-term operating leases in effect at December 31, 2017 are as follows: 2018 $ 10,243 2019 9,034 2020 8,413 2021 7,033 2022 8,154 Thereafter 17,826 $ 60,703 Total rental expense under operating leases was $12.2 million , $13.1 million , $9.8 million for the years end December 31, 2017 , December 31, 2016 , and December 31, 2015 , respectively. 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 th e lease as an operating lease and will pay approximately $10.1 million in minimum lease payments over the life of the lease. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity (Deficit) | 11. Shareholders' Equity (Deficit) At December 31, 2017 , the Company has authorized for issuance 120,000,000 shares of $0.0001 par value common stock, of which 25,966,381 shares were issued and outstanding, and has authorized for issuance 5,000,000 shares of $0.0001 par value preferred stock, of which 49,665 shares were issued and outstanding, including 968 shares declared as a dividend on November 28, 2017 and issued on January 1, 2018 . Series A Preferred Stock On June 30, 2014, the Company issued 45,000 shares of Series A Preferred Stock with offering proceeds of $45.0 million and offering costs of $2.5 million . Holders of the Series A Preferred Stock are entitled to cumulative dividends at an 8.0% dividend rate per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year in cash or by delivery of Series A Preferred Stock shares. Holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The Company paid the following dividends on the Series A Preferred Stock during the years ended December 31, 2017 , 2016 and 2015 . Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2015 November 15, 2014 $20.00 $900 — April 1, 2015 February 15, 2015 $20.00 $900 — July 1, 2015 May 15, 2015 $20.00 $900 — October 1, 2015 August 15, 2015 $20.00 $900 — January 1, 2016 November 15, 2015 $20.00 $900 — April 1, 2016 February 15, 2016 $20.00 $900 — July 1, 2016 May 15, 2016 $20.00 $900 — October 1, 2016 August 15, 2016 $20.00 $900 — 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 October 1, 2017 August 15, 2017 $20.00 $955 952 On November 28, 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 January 1, 2018 to holders of record on November 15, 2017 . As of December 31, 2017 , the Company has recorded the 968 additional Series A Preferred Stock shares declared for the dividend of $1.0 million within preferred stock in the consolidated balance sheets. Shareholder Rights Agreement On September 12, 2016, the Company’s Board of Directors adopted a Shareholder Rights Agreement (the “Rights Agreement”) between the Company and Continental Stock Transfer & Trust Company, as rights agent. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to the shareholders of record on September 16, 2016. New Rights will accompany any new shares of common stock issued after September 16, 2016. The Rights trade with and are inseparable from our common stock and will not be evidenced by separate certificates unless they become exercisable. The Rights will expire on March 12, 2018. In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 30% or more of the Company’s outstanding common stock without the approval of the Company’s Board of Directors. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock for $10.00 , subject to adjustment as set forth in the Rights Agreement, once the Rights become exercisable. Per the Rights Agreement, the Rights will not be exercisable until the earlier of (1) 10 days after the public announcement that a person or group has become an Acquiring Person (as defined in the Rights Agreement) by obtaining beneficial ownership of 30% or more of the Company’s outstanding common stock or (2) 10 business days (or such later date as the Company’s Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Warrants As of December 31, 2017 , the Company had 13,993,773 warrants outstanding. Each outstanding warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $ 12.00 per share, subject to adjustment, at any time. The warrants will expire on June 30, 2019 , or earlier upon redemption. In February 2015, the Company’s Board of Directors authorized the purchase of up to $5.0 million of the Company’s outstanding warrants. Management is authorized to make purchases from time to time in the open market or through privately negotiated transactions. There is no expiration date to this authority. No warrants were repurchased during the years ended December 31, 2017 , 2016 and 2015 . Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. 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 . 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% , and no shares of JPHI stock remain outstanding as of December 31, 2017 . The decreases to the noncontrolling interest as a result of the exchange resulted in an increase in both accumulated other comprehensive loss and additional paid-in capital to reflect the Company’s increased ownership in JPHI. Accumulated Other Comprehensive Loss The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2014 $ (1,434 ) $ (10,631 ) $ — $ (12,065 ) Other comprehensive loss before reclassifications 398 (9,606 ) (273 ) (9,481 ) Amount reclassified from accumulated other comprehensive income (15 ) — 105 90 Balance at December 31, 2015 (1,051 ) (20,237 ) (168 ) (21,456 ) Other comprehensive loss before reclassifications (545 ) (4,013 ) (870 ) (5,428 ) Amount reclassified from accumulated other comprehensive income 5 — — 5 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (186 ) (3,154 ) (153 ) (3,493 ) Balance at December 31, 2016 (1,777 ) (27,404 ) (1,191 ) (30,372 ) Other comprehensive income before reclassifications 365 11,394 156 11,915 Amount reclassified from accumulated other comprehensive income 8 (888 ) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at December 31, 2017 $ (1,517 ) $ (18,596 ) $ 51 $ (20,062 ) |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 12. Share Based Compensation The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock units and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years for restricted stock awards and the performance period for performance share units. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. Share based compensation expense is reported in selling and administrative expenses in the Company’s consolidated statements of operations. 2014 Omnibus Incentive Plan On June 30, 2014, the 2014 Omnibus Incentive Plan (the “2014 Plan”) was approved by shareholders to provide incentives to key employees of the Company and its subsidiaries. Awards under the 2014 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock awards and RSUs, performance awards, other stock-based awards, and other cash-based awards. There were 3,473,435 shares of common stock reserved and authorized for issuance under the 2014 Plan. At December 31, 2017 , there were 352,587 shares of common stock authorized and available for future grants under the 2014 Plan. Share Based Compensation Expense The Company recognized the following share based compensation expense (income): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Restricted Stock Units $ 913 $ 1,300 $ 2,689 Adjusted EBITDA Vesting Awards 197 (2,399 ) 899 Stock Price Vesting Awards 9 101 1,319 ROIC Vesting Awards — — — Subtotal 1,119 (998 ) 4,907 Impact of accelerated vesting (1) — 246 3,062 Total share-based compensation expense (income) $ 1,119 $ (752 ) $ 7,969 Total income tax benefit (provision) $ 276 $ (294 ) $ 3,041 (1) For the year ended December 31, 2015, primarily represents the impact of the acceleration of certain vesting schedules for RSUs and stock price vesting awards related to the transition of the Company’s former CEO and CFO. As of December 31, 2017 , $2.0 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 2.2 years. The total unrecognized share-based compensation expense to be recognized in future periods as of December 31, 2017 does not consider the effect of share-based awards that may be issued in subsequent periods. General Terms of Awards The Compensation Committee of the Board of Directors has discretion to establish the terms and conditions for grants, including the number of shares, vesting and required service or other performance criteria. RSU and performance share unit awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting, or continued eligibility for vesting, upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. Dividend equivalents on common stock, if any, are accrued for RSUs and performance share units granted to employees and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the unit are delivered to the employee. All RSUs and performance share units granted to employees are payable in shares of common stock and are classified as equity awards. The rights granted to the recipient of employee RSU awards generally vest annually in equal installments on the anniversary of the grant date or in two equal installments over the restriction or vesting period, which is generally three years. Vested RSUs are payable in common stock within a thirty day period following the vesting date. The Company records compensation expense of RSU awards based on the fair value of the awards at the date of grant ratably over the period during which the restrictions lapse. Performance share unit awards based on cumulative and average performance metrics (i.e. average return on invested capital (“ROIC”) and Adjusted EBITDA) are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 150% for those awards granted from 2014 through 2016 and from zero to 100% for those awards granted in 2017 , depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of three years. Performance share unit awards based on achievement of certain established stock price targets are payable in common stock if the last sales price of the Company’s common stock equals or exceeds established stock price targets in any twenty trading days within a thirty trading day period during the performance period. The Company expenses the cost of the stock price-based performance share unit awards based on the fair value of the awards at the date of grant ratably over the derived service period of the award. The Company also issues RSUs as share-based compensation for members of the Board of Directors. Director RSUs vest one year from the date of grant. In the event of termination of a member’s service on the Board of Directors prior to a vesting date, all unvested RSUs of such holder will be forfeited. Vested RSUs are deferred and then delivered to members of the Board of Directors within six months following the termination of their directorship. All awards granted are payable in shares of common stock or cash payment equal to the fair market value of the shares at the discretion of our Compensation Committee, and are classified as equity awards due to their expected settlement in common stock. Compensation expense for these awards is measured based upon the fair value of the awards at the date of grant. Dividend equivalents on common stock are accrued for RSUs awarded to the Board of Directors and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the RSU are delivered to a member of the Board of Directors following the termination of their directorship. Restricted Stock Units The following table summarizes RSU activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 554 $ 5.22 401 $ 8.70 762 $ 10.50 Granted 745 1.32 375 3.75 216 6.39 Issued (265 ) 4.84 (211 ) 7.62 (582 ) 10.50 Deferred 159 3.69 62 4.24 67 10.55 Forfeited (160 ) 1.53 (73 ) 9.04 (62 ) 7.84 Outstanding at end of period 1,033 $ 2.84 554 $ 5.22 401 $ 8.70 As of December 31, 2017 , there was $1.0 million of unrecognized share-based compensation expense related to 744,232 RSU awards, with a weighted-average grant date fair value of $1.84 , that are expected to vest over a weighted-average period of 2.1 years. Included within the total 1,032,686 RSU awards outstanding as of December 31, 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 . The total fair values of shares vested during the years ended December 31, 2017 , 2016 and 2015 were $0.3 million , $0.7 million and $3.4 million , respectively. The fair values of these awards were determined based on the Company’s stock price on the grant date. In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the years ended December 31, 2017 , 2016 and 2015 , 25,532 , 43,806 and 210,869 shares, respectively, were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying consolidated statements of shareholders’ equity (deficit). Performance Share Units Adjusted EBITDA Vesting Awards The following table summarizes Adjusted EBITDA vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 723 $ 9.67 871 $ 9.81 1,216 $ 10.49 Granted 1,058 1.30 — — 142 6.33 Adjustment for performance results achieved (1) (708 ) 9.65 — — — — Vested — — — — — — Forfeited (165 ) 2.11 (148 ) 10.49 (487 ) 10.49 Outstanding at end of period 908 $ 1.30 723 $ 9.67 871 $ 9.81 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 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. Adjusted EBITDA Vesting Awards - 2014 and 2015 Grant During the period June 30, 2014 through December 31, 2014, 1,215,704 performance share unit awards were granted to certain executive officers and senior management employees. During the year ended December 31, 2015 , 142,238 performance share unit awards were granted to certain executive officers. The awards were payable upon the achievement of certain established cumulative Adjusted EBITDA performance targets over a three year performance period of July 1, 2014 through June 30, 2017. These awards were subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting or continued eligibility for vesting upon specified events, including death, permanent disability or retirement of the grantee or a change in control of the Company. During the second quarter of 2016, the Company lowered its estimated vesting of the 2014 and 2015 performance share unit awards from 62.5% of target, or 301,382 shares, to an estimated vesting payout of 0% , or 0 shares, resulting in $2.4 million of share-based compensation income due to declines in profitability. As of December 31, 2017 , there was no unrecognized compensation expense related to the 2014 and 2015 granted 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 During the year ended December 31, 2017 , the Company granted 1,057,505 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three year performance period ending on March 30, 2020. Distributions under these awards are payable at the end of the performance period in common stock. The total potential payouts for awards granted during the year ended December 31, 2017 ranged from zero to 907,505 shares, should certain performance targets be achieved. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting or continued eligibility for vesting upon specified events, including death, permanent disability or retirement of the grantee or a change in control of the Company. 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 907,505 shares. As of December 31, 2017 , there was $1.0 million of unrecognized compensation expense related to Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 2.2 years. Stock Price Vesting Awards The following table summarizes stock price vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 341 $ 2.85 878 $ 3.27 810 $ 3.54 Granted — — — — 95 1.08 Adjustment for performance results achieved (1) (189 ) 2.30 — — — — Vested — — — — — — Forfeited (152 ) 3.54 (537 ) 3.54 (27 ) 3.54 Outstanding at end of period — $ — 341 $ 2.85 878 $ 3.27 (1) 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. There were no stock price vesting performance share unit awards granted during the years ended December 31, 2017 and 2016 . During the year ended December 31, 2015 , 94,825 performance share unit awards were granted to certain executive officers. The awards had a three year performance period from July 1, 2014 through June 30, 2017. Distributions under these awards were payable in common stock when the last sales price of the Company’s common stock equaled or exceeded established stock price targets in any twenty trading days within a thirty trading day period during the performance period. As of December 31, 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 The following table summarizes ROIC vesting awards activity: For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 513 $ 3.65 — $ — Granted — — 599 3.62 Vested — — — — Forfeited (103 ) 3.46 (86 ) 3.46 Outstanding at end of period 410 $ 3.70 513 $ 3.65 During the year ended December 31, 2016 , 599,336 performance share unit awards were granted to certain executive officers and senior management employees, payable upon the achievement of an ROIC performance target during a three year measurement period ending on December 31, 2018. There were no ROIC performance awards granted during the year ended December 31, 2017 . Performance share unit awards based on ROIC performance metrics are payable at the end of their respective performance period in common stock. The total potential payouts for awards granted during the year ended December 31, 2016 range from zero to 410,336 shares, should certain performance targets be achieved. These awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting or continued eligibility for vesting upon specified events, including death, permanent disability or retirement of the grantee or a change in control of the Company. Compensation expense for ROIC based performance share unit awards outstanding during the year ended December 31, 2017 is currently being recognized based on an estimated payout of 0% of target, or 0 shares. During the fourth quarter of 2016, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 273,557 shares, to an estimated vesting payout of 0% . As of December 31, 2017 , there was no unrecognized compensation expense related to ROIC based vesting performance share unit awards expected to be recognized in subsequent periods. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 13. Earnings per Share Basic income (loss) per share is calculated by dividing net income (loss) available 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 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 is as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Net loss per share available to Jason Industries common shareholders Basic and diluted loss per share $ (0.32 ) $ (3.15 ) $ (3.53 ) Numerator: Net loss available to common shareholders of Jason Industries $ (8,261 ) $ (70,835 ) $ (78,058 ) Denominator: Basic and diluted weighted-average shares outstanding 26,082 22,507 22,145 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,858 3,656 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) 59 3,427 3,486 Restricted stock units 796 503 589 Performance share units 1,379 1,917 1,540 Total 20,086 23,497 23,262 (1) Includes the impact of 968 additional Series A Preferred Stock shares from a stock dividend declared on November 28, 2017 paid in additional shares of Series A Preferred Stock on January 1, 2018 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Anti-dilutive shares assumes preferred stock is converted at the voluntary conversion ratio of 81.18 common shares per one preferred share. (2) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the fourth quarter of 2016 and 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 is 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 | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes On December 22, 2017, the President of the United States signed into law comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The legislation significantly changes U.S. tax law by lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries, among others. The Tax Reform Act also adds many new provisions including changes to bonus depreciation and the deductions for executive compensation and interest expense. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax liabilities at December 31, 2017 and recognized a provisional $11.1 million tax benefit in the Company’s consolidated statements of operations for the year ended December 31, 2017 . The Tax Reform Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through the year ended December 31, 2017 . The Tax Reform Act imposes a tax on these earnings and profits at either a 15.5% rate or an 8.0% rate. The higher rate applies to the extent the Company's foreign subsidiaries have cash and cash equivalents at certain measurement dates, whereas the lower rate applies to any earnings that are in excess of the cash and cash equivalents balance. The Company had an estimated $54.5 million of undistributed foreign earnings and profits subject to the deemed mandatory repatriation and recognized a provisional $5.3 million of income tax expense in the Company’s consolidated statements of operations for the year ended December 31, 2017 . After the utilization of existing net operating loss carryforwards, the Company will not incur any U.S. federal cash taxes resulting from the deemed mandatory repatriation. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company is still evaluating the potential impact of the GILTI provisions and accordingly has not recorded a provisional estimate for the year ended December 31, 2017. Due to the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Reform Act and the application of Accounting Standards Codification 740, and are considering available accounting policy alternatives to either adopt or record the U.S. income tax effect of future GILTI inclusions in the period in which they arise or establish deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusions. Our accounting policies depend, in part, on analyzing our global income to determine whether we expect a tax liability resulting from the application of this provision, and, if so, whether and when to record related current and deferred income taxes. Whether we intend to recognize deferred tax liabilities related to the GILTI provisions is dependent, in part, on our assessment of the Company's future operating structure. In addition, we are awaiting further interpretive guidance in connection with the computation of the GILTI tax. For these reasons, we are not yet able to reasonably estimate the effect of this provision of the Tax Reform Act. Therefore, we have not made any adjustments relating to potential GILTI tax in our consolidated financial statements and have not made a policy decision regarding our accounting for GILTI. We are also currently analyzing certain additional provisions of the Tax Reform Act that come into effect for tax years starting January 1, 2018 and will determine if these items would impact the effective tax rate in the year the income or expense occurs. These provisions include the BEAT provisions, eliminating U.S. federal income taxes on dividends from foreign subsidiaries, the new provision that could limit the amount of deductible interest expense, and the limitations on the deductibility of certain executive compensation. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has made a reasonable estimate of the financial statement impact as of January 31, 2018 and has recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017 . The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be completed within the one year measurement period as allowed by SAB 118. The consolidated loss before income taxes consisted of the following: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Domestic $ (27,919 ) $ (93,639 ) $ (126,334 ) Foreign 13,062 9,290 14,478 Loss before income taxes $ (14,857 ) $ (84,349 ) $ (111,856 ) The consolidated benefit for income taxes included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current Federal $ 208 $ — $ 161 State (125 ) 57 104 Foreign 6,878 7,759 5,703 Total current income tax provision 6,961 7,816 5,968 Deferred Federal (14,864 ) (9,059 ) (24,548 ) State (1,281 ) (1,781 ) (3,196 ) Foreign (1,200 ) (3,272 ) (479 ) Total deferred income tax benefit (17,345 ) (14,112 ) (28,223 ) Total income tax benefit $ (10,384 ) $ (6,296 ) $ (22,255 ) The income tax benefit recognized in the accompanying consolidated statements of operations differs from the amounts computed by applying the Federal income tax rate to loss before income tax benefit. A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % 35.0 % State taxes - net of Federal benefit 7.7 1.5 2.7 Research and development incentives 1.7 0.5 0.4 Foreign rate differential 5.2 1.3 0.8 Valuation allowances 5.0 (1.8 ) 0.2 Change in foreign tax rates (1.2 ) 0.6 (1.0 ) Decrease (increase) in tax reserves (0.4 ) 1.0 (0.2 ) Stock compensation expense (6.7 ) (0.6 ) (0.7 ) U.S. taxation of foreign earnings (1) (10.2 ) (3.6 ) (0.5 ) Non-deductible meals and entertainment (0.3 ) (0.1 ) (0.1 ) Non-deductible impairment charges (2) — (25.7 ) (16.2 ) Change in U.S. tax rate (3) 72.5 — — Transition tax on unremitted foreign earnings (4) (35.7 ) — — Other (2.7 ) (0.6 ) (0.5 ) Effective tax rate 69.9 % 7.5 % 19.9 % (1) During the year ended December 31, 2017 , the U.S. taxation of foreign earnings includes the recognition of a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered permanently reinvested. During the year ended December 31, 2016 , the amount includes the recognition of a deferred tax liability for the foreign earnings of the Company’s non-majority owned joint venture holding that are no longer considered permanently reinvested. (2) During the years ended December 31, 2016 and 2015 , the non-deductible impairment charges are related to the impairment of goodwill and other intangible assets. (3) During the year ended December 31, 2017 , the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the year ended December 31, 2017 , the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2017 December 31, 2016 Deferred tax assets Accrued expenses and reserves $ 2,685 $ 3,832 Postretirement and postemployment benefits 1,702 2,662 Employee benefits 3,476 2,844 Inventories 1,392 2,710 Other assets 1,868 3,310 Operating loss and credit carryforwards 15,257 22,510 Gross deferred tax assets 26,380 37,868 Less valuation allowance (4,220 ) (4,879 ) Deferred tax assets 22,160 32,989 Deferred tax liabilities Property, plant and equipment (15,670 ) (25,854 ) Intangible assets and other liabilities (28,912 ) (46,376 ) Foreign investments (1,688 ) (2,109 ) Deferred tax liabilities (46,270 ) (74,339 ) Net deferred tax liability $ (24,110 ) $ (41,350 ) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,589 $ 1,258 Deferred income taxes (25,699 ) (42,608 ) Net amount recognized $ (24,110 ) $ (41,350 ) At December 31, 2017 , the Company has U.S. federal and state net operating loss carryforwards, which expire at various dates through 2036, approximating $27.6 million and $102.9 million , respectively. In addition, the Company has U.S. state tax credit carryforwards of $1.0 million which expire between 2017 and 2031. The Company’s foreign net operating loss carryforwards total approximately $16.9 million (at December 31, 2017 exchange rates). The majority of these foreign net operating loss carryforwards are available for an indefinite period. Valuation allowances totaling $4.2 million and $4.9 million as of December 31, 2017 and 2016 , respectively, have been established for deferred income tax assets primarily related to certain subsidiary loss carryforwards that may not be realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their expiration. Although realization is not assured, management believes it is more-likely-than-not that the net deferred income tax assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could change in the near term if future taxable income during the carryforward period fluctuates. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,881 $ 2,928 $ 2,743 Additions (reductions) based on tax positions related to current year 267 126 (28 ) Additions based on tax positions related to prior years — — 55 Additions recognized in acquisition accounting — — 323 Reductions in tax positions - settlements — — (111 ) Reductions related to lapses of statute of limitations (232 ) (1,173 ) (54 ) Balance at end of period $ 1,916 $ 1,881 $ 2,928 Of the $1.9 million , $1.9 million , and $2.9 million of unrecognized tax benefits as of December 31, 2017 , 2016 and 2015 , respectively, approximately $1.9 million , $1.6 million , and $1.9 million , respectively, would impact the effective income tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of its income tax provision. During the years ended December 31, 2017 , 2016 and 2015 , the Company had an immaterial amount of interest and penalties that were recognized as a component of the income tax provision. At December 31, 2017 and 2016 , the Company has an immaterial amount of accrued interest and penalties related to taxes included within the consolidated balance sheet. During the next twelve months, the Company believes it is reasonably possible the total amount of unrecognized tax benefits will stay the same. The Company, along with its subsidiaries, files returns in the U.S. Federal and various state and foreign jurisdictions. With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years Brazil 2013 - 2017 France 2013 - 2017 Germany 2012 - 2017 Mexico 2012 - 2017 Sweden 2012 - 2017 United Kingdom 2016 - 2017 United States (federal) 2014 - 2017 United States (state and local) 2013 - 2017 As a result of the deemed mandatory repatriation provisions in the Tax Reform Act, the Company included an estimated $54.5 million of undistributed earnings in income subject to U.S. tax at reduced tax rates. During the fourth quarter of 2017, the Company changed its assertion regarding the permanent reinvestment of earnings of its wholly-owned non U.S. subsidiaries. This change in assertion was triggered by the anticipated future impact of changes arising from the enactment of the Tax Reform Act, including the interest expense deduction limitation and significant reduction in the U.S. taxation of earnings repatriated from the Company’s foreign su bsidiaries. As a result, during the year ended December 31, 2017, the Company has recognized a deferred tax liability of $1.7 million on the undistributed earnings of its wholly-owned foreign subsidiaries. The $1.7 million is considered a provisional amount pursuant to SAB 118. During the second quarter of 2016, the Company changed its assertion regarding the permanent reinvestment of earnings of its non-majority owned joint venture holding. Such change in assertion was driven by several factors. Prior to the second quarter of 2016, the Company had the ability and intent to block the payment of distributions; the Company changed its stance in the second quarter of 2016 to be open to joint venture distributions. This change coincided with the a re-evaluation of the joint venture partners during that quarter of the willingness and ability of the entity to distribute excess cash balances given the maturity, stability and revised growth expectations of the joint venture operations. The impact of this change in assertion was to reduce the income tax benefit for the year ended December 31, 2016 by $2.9 million . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans Defined contribution plans The Company maintains a 401(k) Plan for substantially all full time U.S. employees (the “401(k) Plan”). Company contributions are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50% of their compensation to individual accounts within the 401(k) Plan subject to Internal Revenue Service limitations. Employer contributions are equal to 50% of the first 6% of employee’s eligible annual cash compensation, also subject to Internal Revenue Service limitations. Expense recognized related to the 401(k) Plan totaled approximately $2.1 million , $2.4 million and $1.7 million , for the years ended December 31, 2017 , 2016 and 2015 , respectively. Defined benefit pension plans The Company maintains defined benefit pension plans covering union and certain other employees. These plans are frozen to new participation. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 10,605 $ 10,626 $ 15,054 $ 13,162 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 10,626 $ 10,824 $ 13,532 $ 12,988 Service cost — — 177 155 Interest cost 393 425 312 391 Actuarial loss 292 70 388 1,842 Benefits paid (706 ) (693 ) (502 ) (506 ) Other — — 8 7 Currency translation adjustment — — 1,553 (1,345 ) Projected benefit obligation at end of year $ 10,605 $ 10,626 $ 15,468 $ 13,532 Change in plan assets Fair value of plan assets at beginning of year $ 9,282 $ 8,985 $ 6,316 $ 6,393 Actual return on plan assets 1,110 906 536 940 Employer and employee contributions 410 145 485 497 Benefits paid (706 ) (693 ) (506 ) (510 ) Other (41 ) (61 ) — — Currency translation adjustment — — 615 (1,004 ) Fair value of plan assets at end of year $ 10,055 $ 9,282 $ 7,446 $ 6,316 Funded Status $ (550 ) $ (1,344 ) $ (8,022 ) $ (7,216 ) Weighted-average assumptions Discount rates 3.33%-3.45% 3.71%-3.90% 1.80%-2.40% 1.70%-2.60% Rate of compensation increase N/A N/A 2.00%-3.70% 2.00%-3.90% Amounts recognized in the statement of financial position consist of: Non-current assets $ 1,935 $ 1,409 $ — $ — Other current liabilities — — (78 ) (65 ) Other long-term liabilities (2,485 ) (2,753 ) (7,944 ) (7,151 ) Net amount recognized $ (550 ) $ (1,344 ) $ (8,022 ) $ (7,216 ) The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 177 $ 155 $ 125 Interest cost 393 425 410 312 391 384 Expected return on plan assets (467 ) (513 ) (580 ) (226 ) (253 ) (255 ) Amortization of actuarial loss 14 27 — 41 7 — Net periodic (benefit) cost $ (60 ) $ (61 ) $ (170 ) $ 304 $ 300 $ 254 Weighted-average assumptions Discount rates 3.71%-3.90% 3.87%-4.15% 3.52%-3.75% 1.70%-2.60% 2.20%-3.70% 2.10%-3.50% Rate of compensation increase N/A N/A N/A 2.00%-3.90% 2.00%-3.60% 2.00%-3.70% Expected long-term rates or return 4.75%-6.50% 5.50%-7.00% 5.00%-8.00% 3.50%-4.00% 4.00%-4.20% 3.90%-4.50% The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital markets in which the plans invest. The expected return reflects the target asset allocations and considers the historical returns earned for each asset category. The Company determines the discount rate assumptions by referencing high-quality long-term bond rates that are matched to the duration of our benefit obligations, with appropriate consideration of local market factors, participant demographics and benefit payment terms. The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,099 $ 1,994 $ 1,364 In the next fiscal year, $0.1 million of unrecognized loss within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s investment policies employ an approach whereby a mix of equities and fixed income investments are used to maximize the long-term return on plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity investments are diversified across domestic and non-domestic stocks, and investment and market risk are measured and monitored on an ongoing basis. The Company’s actual asset allocations are in line with target allocations and the Company does not have concentration within individual or similar investments that would pose a significant concentration risk to the Company. The Company’s pension plan asset allocations by asset category at December 31, 2017 and 2016 are as follows: U.S. Plans Non-U.S. Plans 2017 2016 2017 2016 Equity securities 58.7 % 56.0 % 47.1 % 45.5 % Debt securities 29.4 % 35.1 % 49.3 % 50.7 % Other 11.9 % 8.9 % 3.6 % 3.8 % The fair values of pension plan assets by asset category at December 31, 2017 and 2016 are as follows: Total as of December 31, 2017 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,202 $ 1,202 $ — $ — Accrued dividends 3 3 — — Global equities 9,413 9,413 — — Fixed income securities 6,630 — 6,630 — Group annuity/insurance contracts 253 — — 253 Total $ 17,501 $ 10,618 $ 6,630 $ 253 Total as of December 31, 2016 Level 1 Level 2 Level 3 Cash and cash equivalents $ 842 $ 842 $ — $ — Accrued dividends 3 3 — — Global equities 8,066 8,066 — — Fixed income securities 6,461 — 6,461 — Group annuity/insurance contracts 226 — — 226 Total $ 15,598 $ 8,911 $ 6,461 $ 226 The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2017 due to the following: Beginning balance, December 31, 2016 $ 226 Actual return on assets related to assets still held 7 Purchases, sales and settlements 20 Ending balance, December 31, 2017 $ 253 No assets were transferred between levels of the fair value hierarchy during the years ended December 31, 2017 and December 31, 2016 . Quoted market prices are used to value investments when available. Investments in securities traded on exchanges are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. The Company’s cash contributions to its defined benefit pension plans in 2018 are estimated to be approximately $0.8 million . Estimated projected benefit payments from the plans as of December 31, 2017 are as follows: 2018 $ 1,219 2019 1,218 2020 1,362 2021 1,315 2022 1,281 2023-2027 6,821 Multiemployer plan Morton hourly union employees were covered under the National Shopmen Pension Fund (EIN 52-6122274, plan number 001), a union-sponsored and trusteed multiemployer plan which required the Company to contribute a negotiated amount per hour worked by the employees covered by the plan. The Company made the decision to withdraw from this plan in August 2012. The withdrawal amount was finalized during 2013. As of December 31, 2017 , a liability of $1.5 million is recorded within other long-term liabilities and a liability of $0.2 million is recorded within other current liabilities on the consolidated balance sheets. As of December 31, 2016 , $1.7 million is recorded within other long-term liabilities and $0.2 million is recorded within other current liabilities on the consolidated balance sheets. The total liability will be paid in equal monthly installments through April 2026 , and interest expense will be incurred associated with the discounting of this liability through that date. Postretirement health care and life insurance plans The Company also provides postretirement health care benefits and life insurance coverage to certain eligible former employees at one of its segments. The costs of retiree health care benefits and life insurance coverage are accrued over the employee benefit period. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,423 $ 1,972 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,972 $ 2,094 Interest cost 68 76 Actuarial gain (483 ) (37 ) Benefits paid (134 ) (161 ) Projected benefit obligation at end of year $ 1,423 $ 1,972 Change in plan assets Employer contributions $ 134 $ 161 Benefits paid (134 ) (161 ) Fair value of plan assets at end of year $ — $ — Funded Status $ (1,423 ) $ (1,972 ) Weighted-average assumptions Discount rates 3.26 % 3.64 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (142 ) $ (208 ) Other long-term liabilities (1,281 ) (1,764 ) Net amount recognized $ (1,423 ) $ (1,972 ) The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was a blended rate of 8.40% and 5.50% at December 31, 2017 and December 31, 2016 , respectively. It was assumed that these rates will decline by 1% to 3% every 5 years for the next 15 years. An increase or decrease in the medical trend rate of 1% would increase or decrease the accumulated postretirement benefit obligation by approximately $0.1 million and $0.1 million , respectively. The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 68 $ 76 $ 92 Amortization of the net (gain) loss from earlier periods (18 ) (13 ) 1 Net periodic benefit cost $ 50 $ 63 $ 93 Weighted-average assumptions Discount rates 3.64 % 3.82 % 3.82 % The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (582 ) $ (217 ) $ (214 ) In the next fiscal year, $0.1 million of unrecognized gain within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s cash contributions to its postretirement benefit plan in 2018 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2017 are as follows: 2018 $ 144 2019 139 2020 132 2021 123 2022 116 2023-2027 475 |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 16. 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 is a global manufacturer of a broad range of industrial products and is organized into four reportable segments: finishing, components, seating and acoustics. The Company’s 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 walking 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. Net sales relating to the Company’s reportable segments are as follows: Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Finishing $ 200,284 $ 196,883 $ 191,394 Components 82,621 97,667 122,133 Seating 159,129 161,050 176,792 Acoustics 206,582 249,919 218,047 Net sales $ 648,616 $ 705,519 $ 708,366 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, income 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, divestitures and extinguishment of debt, 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, 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 segment 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: Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Segment Adjusted EBITDA Finishing $ 27,661 $ 24,200 $ 25,799 Components 9,888 14,249 20,943 Seating 16,348 16,122 19,766 Acoustics 27,341 27,202 27,515 $ 81,238 $ 81,773 $ 94,023 Interest expense (1,370 ) (1,561 ) (1,870 ) Loss on debt extinguishment (182 ) — — Depreciation and amortization (38,577 ) (43,697 ) (44,938 ) Impairment charges — (63,285 ) (94,126 ) Gain (loss) on disposal of property, plant and equipment - net 759 (869 ) (109 ) Loss on divestiture (8,730 ) — — Restructuring (4,275 ) (6,634 ) (3,800 ) Transaction-related expenses — — (789 ) Integration and other restructuring costs — (1,621 ) (2,713 ) Total segment income (loss) before income taxes 28,863 (35,894 ) (54,322 ) Corporate general and administrative expenses (13,486 ) (17,613 ) (12,860 ) Corporate interest expense (31,719 ) (30,282 ) (29,965 ) Corporate gain on debt extinguishment 2,383 — — Corporate depreciation (357 ) (344 ) (310 ) Corporate restructuring 9 (598 ) — Corporate transaction-related expenses — — (97 ) Corporate integration and other restructuring 569 (359 ) (6,333 ) Corporate loss on disposal of property, plant and equipment — (11 ) — Corporate share based compensation (expense) income (1,119 ) 752 (7,969 ) Loss before income taxes $ (14,857 ) $ (84,349 ) $ (111,856 ) Other financial information relating to the Company’s reportable segments is as follows at December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Depreciation and amortization Finishing $ 12,198 $ 13,693 $ 11,407 Components 7,821 9,827 8,587 Seating 8,435 8,894 13,693 Acoustics 10,123 11,283 11,251 Corporate 357 344 310 $ 38,934 $ 44,041 $ 45,248 Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Capital expenditures Finishing $ 5,247 $ 5,943 $ 9,090 Components 3,797 2,950 4,875 Seating 2,709 3,602 3,804 Acoustics 3,563 6,058 14,881 Corporate 557 1,227 136 $ 15,873 $ 19,780 $ 32,786 December 31, 2017 December 31, 2016 Assets Finishing $ 241,776 $ 232,550 Components 72,724 81,450 Seating 99,155 105,184 Acoustics 145,490 172,769 Total segments 559,145 591,953 Corporate and eliminations (12,822 ) (8,117 ) Consolidated $ 546,323 $ 583,836 Net sales and long-lived asset information by geographic area are as follows at December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Net sales by region United States $ 441,691 $ 492,667 $ 510,526 Europe 151,628 154,307 138,578 Mexico 50,080 49,594 48,242 Other 5,217 8,951 11,020 $ 648,616 $ 705,519 $ 708,366 December 31, 2017 December 31, 2016 Long-lived assets United States $ 197,174 $ 219,591 Europe 70,797 84,638 Mexico 13,484 13,734 Other 4,240 4,118 $ 285,695 $ 322,081 Net sales attributed to geographic locations are based on the locations producing the external sales. Long-lived assets by geographic location consist of the net book values of property, plant and equipment and amortizable intangible assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation Matters On December 22, 2016, JMB Capital Partners Master Fund, L.P. (“Plaintiff”), filed a complaint in the Supreme Court of the State of New York, County of New York, captioned JMB Capital Partners Master Fund, L.P. v. Jason Industries, Inc., et al., Index No. 656692/2016. The complaint named the Company and Jeffry N. Quinn as defendants (“Defendants”) and asserted 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 arose 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 sought 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. On September 14, 2017, the New York Supreme Court dismissed, with prejudice, all claims asserted by the Plaintiff. The Plaintiff had 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. As of December 31, 2017 , the Plaintiff’s 30 day appeal period has expired without an appeal being filed. In the third quarter of 2016, the Company received notification of certain employment matter claims filed in Brazil related to hiring practices within the Company’s finishing division. The Company is actively investigating and defending such claims and has gathered additional information to assess the total potential exposure related to this matter, including the potential of additional claims. In the opinion of management, the resolution of this contingency will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. In addition to the cases noted above, the Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, labor, and employment claims. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Environmental Matters At December 31, 2017 and December 31, 2016 , the Company held reserves of $1.0 million for environmental matters at one location. The ultimate cost of any remediation required will depend on the results of future investigation. Based upon available information, the Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its business. Based on the facts presently known, the Company does not expect environmental costs to have a material adverse effect on its financial condition, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Exchange of Series A Preferred Stock for common stock of Jason Industries, Inc. On January 22, 2018, certain holders of the Company’s Series A Preferred Stock exchanged 12,136 shares of Series A Preferred Stock for 1,395,640 shares of Company common stock, a conversion rate of 115 shares of Company common stock for each share of Series A Preferred Stock. Under the terms of the Series A Preferred Stock agreements, holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The excess of the book value of the Series A Preferred Stock over the fair value of the Company common stock issued in the exchange and the fair value of the inducement offer, represented by the exchange conversion rate over the agreement conversion rate, will be recorded as a net increase to additional paid-in capital on the consolidated balance sheets. Subsequent to the exchange, the Company had 37,529 shares of Series A Preferred Stock outstanding. |
Schedule II - Consolidated Valu
Schedule II - Consolidated Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Consolidated Valuation and Qualifying Accounts | SCHEDULE II. CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at beginning of year Charge to Costs and Expenses Utilization of Reserves Other (1) Balance at end of year Year Ended December 31, 2017 Allowance for doubtful accounts $ 3,392 $ 82 $ (634 ) $ 119 $ 2,959 Deferred tax valuation allowances $ 4,879 $ 283 $ (1,164 ) $ 222 $ 4,220 Year Ended December 31, 2016 Allowance for doubtful accounts $ 2,524 $ 1,696 $ (783 ) $ (45 ) $ 3,392 Deferred tax valuation allowances $ 3,703 $ 1,469 $ — $ (293 ) $ 4,879 Year Ended December 31, 2015 Allowance for doubtful accounts $ 2,415 $ 590 $ (374 ) $ (107 ) $ 2,524 Deferred tax valuation allowances $ 3,898 $ (243 ) $ — $ 48 $ 3,703 (1) The amounts included in the “other” column primarily relate to the impact of foreign currency exchange rates. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: 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 and ends 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 were comprised of the three months ended 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 . |
Fiscal period | 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 and ends 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 were comprised of the three months ended 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 . |
Principles of consolidation | Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2017 and 2016 , book overdrafts of approximately $4.7 million and $5.5 million , respectively, are included in accounts payable within the accompanying consolidated balance sheets. These amounts are held in accounts in which the Company has no right of offset with other cash balances. |
Accounts receivable | Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. |
Inventories | Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. The estimation of excess, obsolete and unmarketable inventory is based on a variety of factors, including material or product age, estimated usage and estimated market demand. The first-in, first-out (“FIFO”) method is used to determine cost for all of the Company’s inventories. |
Property, plant and equipment | Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. |
Long-lived assets | Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. |
Goodwill | Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The Company is subject to financial statement risk in the event that goodwill becomes impaired. |
Investments in partially-owned affiliates | Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the finishing segment and are accounted for using the equity method of accounting. As of December 31, 2017 and 2016 , the Company’s investment in these joint ventures was $6.1 million and $4.8 million , respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. |
Income taxes | Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. |
Share-based payments | Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. The Company recognizes a tax (provision)/benefit from share-based compensation (income)/expense in the consolidated statements of operations in the period the share-based compensation (income)/expense is incurred. |
Fair value of financial instruments | 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 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 $398.4 million and $365.8 million as of December 31, 2017 and 2016 , respectively. 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. |
Employee benefit plans | Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded currently or amortized over future periods. |
Derivative financial instruments | Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income (loss), net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. |
Foreign currency translation | Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are translated at average exchange rates. Resultant gains and losses are reflected within accumulated other comprehensive loss within the accompanying consolidated statements of shareholders’ equity (deficit). |
Other comprehensive income (loss) | Other comprehensive income (loss): Other comprehensive income (loss) includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company’s other comprehensive income (loss) includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. |
Pre-production costs related to long-term supply agreements | Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. |
Product warranties | Product warranties: The Company offers warranties on the sales of certain of its products and records accruals for estimated future claims. Such accruals are established based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. |
Revenue recognition | Revenue recognition: Revenue is recognized from product sales at the time that title and risks and rewards of ownership are transferred to the customer, generally upon shipment. |
Shipping and handling fees and costs | Shipping and handling fees and costs: The Company classifies all amounts invoiced to customers related to shipping and handling as sales. Expenses for transportation of products to customers are recorded as a component of cost of goods sold. |
Research and development costs | Research and development costs: Research and development costs consist of engineering and development resources and are expensed as incurred. |
Advertising costs | Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred |
Transaction-related expenses | Transaction-related expenses: The Company recognized no transaction-related expenses in the years ended December 31, 2017 and 2016 and $0.9 million in the year ended December 31, 2015 related to the acquisition of DRONCO. The transaction-related expenses were recognized as incurred in accordance with the applicable accounting guidance. |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration risks | Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. |
Revision of previously reported financial information | Revision of previously reported financial information: Certain prior period amounts within the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated balance sheets, consolidated statements of shareholders’ equity (deficit) and operating activities in the consolidated statements of cash flows have been revised for an error identified in the third quarter of 2017. |
Recently issued accounting standards | Recently issued accounting standards Accounting standards adopted in the current fiscal year In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “ Simplifying the Measurement of Inventory ” (“ASU 2015-11”). Under ASU 2015-11, inventory is measured at the “lower of cost and net realizable value” and options that formerly existed for “market value” were eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. The Company adopted ASU 2015-11 effective January 1, 2017 on a prospective basis. There was an insignificant impact to the reported consolidated financial statements for the year ended December 31, 2017 as a result of adoption of this standard. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”) , which provides guidance on eight specific cash flow classification issues. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company has adopted this standard for the year ended December 31, 2017 and has determined that there was no impact to the consolidated statement of cash flows related to any previously reported period as a result of this adoption. 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 requires a retrospective adoption approach. For comparative purposes in the third quarter of 2018, ASU 2016-18 will require the inclusion of $2.4 million of restricted cash recorded within other assets-net on the consolidated balances sheets at September 29, 2017 to be included as part of total cash and cash equivalents within the consolidated statements of cash flows instead of recording the restricted cash as an investing cash outflow. The Company has adopted this standard effective for the year ended December 31, 2017 and other than the third quarter of 2017, has determined that this standard will have no impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). This standard simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test, which required a hypothetical purchase price allocation to measure goodwill impairment. Under the new guidance, the amount of goodwill impairment will be determined by the amount the carrying value of the reporting unit exceeds its fair value. ASU 2017-04 is required to be applied on a prospective basis. The Company adopted ASU 2017-04 effective January 1, 2017. The adoption of this standard did not impact the Company’s consolidated financial statements for the year ended December 31, 2017 , as no interim triggering events or indicators of potential impairment were identified. The Company performed its annual goodwill impairment test as of September 30, 2017 and concluded that there was no impairment. 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 consolidated financial statements for the year ended December 31, 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 Company will adopt this standard using modified retrospective transition method effective January 1, 2018, and does not expect the adoption to have a material impact on the financial statements. The Company has assessed the impact of the guidance across all of our revenue streams by 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. There were two key focus areas during the assessment process. There are 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 for which we will recognize revenue over time as parts are manufactured. Additionally, the Company has concluded that contracts that provide for future product discounts do not represent a material right under the new guidance as the agreed upon price is representative of the stand-alone market price, and thus will not impact revenue recognition upon adoption of the standard. The Company will recognize the cumulative effect of adoption as an adjustment to opening retained earnings at the date of initial application and does not anticipate the cumulative adjustment will be material. 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 intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its 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 intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company intends to adopt this standard at the beginning of its 2018 fiscal year and has determined that this standard will not have a significant impact on its consolidated financial statements. 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 Report29
Revision of Previously Reported Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of previously reported financial information | The impact of the required correction to the consolidated statements of operations and comprehensive income (loss) were as follows: For the Year Ended December 31, 2016 As Reported Adjustments As Revised Cost of goods sold $ 573,917 $ 495 $ 574,412 Gross profit 131,602 (495 ) 131,107 Operating loss (53,592 ) (495 ) (54,087 ) Loss before income taxes (83,854 ) (495 ) (84,349 ) Tax benefit (6,157 ) (139 ) (6,296 ) Net loss (77,697 ) (356 ) (78,053 ) Net loss attributable to Jason Industries (66,879 ) (356 ) (67,235 ) Net loss available to common shareholders of Jason Industries (70,479 ) (356 ) (70,835 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted (3.13 ) (0.02 ) (3.15 ) Comprehensive loss (84,172 ) (356 ) (84,528 ) Comprehensive loss attributable to Jason Industries (72,302 ) (356 ) (72,658 ) The impact of the required correction to the consolidated balance sheet was as follows: December 31, 2016 As Reported Adjustments As Revised Property, plant and equipment - net $ 178,318 $ (495 ) $ 177,823 Total assets 584,331 (495 ) 583,836 Deferred income taxes 42,747 (139 ) 42,608 Total liabilities 587,117 (139 ) 586,978 Retained deficit (162,876 ) (356 ) (163,232 ) Shareholders' deficit attributable to Jason Industries (2,681 ) (356 ) (3,037 ) Total shareholders' deficit (2,786 ) (356 ) (3,142 ) Total liabilities and shareholders' deficit 584,331 (495 ) 583,836 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The 2016 program began in the first quarter of 2016 and as such, the cumulative restructuring charges represent the charges incurred since the inception of the 2016 program through the year ended December 31, 2017 . The other costs incurred under the 2016 program for the year ended December 31, 2017 primarily includes 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 Brazil and the consolidation of two U.S. plants within the finishing segment and for the year ended December 31, 2016 primarily includes charges related to the closure of a facility within the components segment and a loss contingency for certain employment matters claims associated with the wind down of the finishing segment’s Brazil facility. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $14.1 million under the 2016 program. Restructuring costs are presented separately on the consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ 58 $ (17 ) $ (38 ) $ (9 ) $ 1,172 Lease termination costs 88 — — 172 — 260 Other costs 1,235 1,276 — 323 — 2,834 Total $ 2,501 $ 1,334 $ (17 ) $ 457 $ (9 ) $ 4,266 Restructuring charges - year ended December 31, 2016: Severance costs $ 3,287 $ 378 $ 76 $ 977 $ 597 $ 5,315 Lease termination costs 344 — — — — 344 Other costs 1,003 514 — 56 — 1,573 Total $ 4,634 $ 892 $ 76 $ 1,033 $ 597 $ 7,232 Cumulative restructuring charges - year ended December 31, 2017: Severance costs $ 4,465 $ 436 $ 59 $ 939 $ 588 $ 6,487 Lease termination costs 432 — — 172 — 604 Other costs 2,238 1,790 — 379 — 4,407 Total $ 7,135 $ 2,226 $ 59 $ 1,490 $ 588 $ 11,498 The following table represents the restructuring liabilities, including both the 2016 program and previous activities: Severance Lease Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 1,172 260 2,834 4,266 Cash payments (1,589 ) (528 ) (2,830 ) (4,947 ) Foreign currency impact 43 11 (10 ) 44 Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Severance costs Lease termination costs Other costs Total Balance - December 31, 2015 $ 594 $ 1,038 $ — $ 1,632 Current period restructuring charges 5,315 344 1,573 7,232 Cash payments (4,621 ) (1,035 ) (514 ) (6,170 ) Foreign currency impact (7 ) (14 ) 26 5 Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 At December 31, 2017 and December 31, 2016 , the restructuring liabilities were classified as other current liabilities on the consolidated balance sheets. At December 31, 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 December 31, 2017 and December 31, 2016 , the accrual for other costs primarily relates to a loss contingency for certain employment matter claims within the finishing segment due to the closure of a facility in Brazil. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories at December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Raw material $ 35,925 $ 37,222 Work-in-process 4,375 4,175 Finished goods 30,519 32,204 Total inventories $ 70,819 $ 73,601 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2017 and December 31, 2016 consisted of the following: December 31, 2017 December 31, 2016 Land and improvements $ 6,556 $ 9,631 Buildings and improvements 33,161 41,928 Machinery and equipment 191,903 191,770 Construction-in-progress 10,710 5,473 242,330 248,802 Less: Accumulated depreciation (88,134 ) (70,979 ) Property, plant and equipment, net $ 154,196 $ 177,823 |
Goodwill and Other Intangible33
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill by reporting segment was as follows: Finishing Components Seating Acoustics Total Balance as of December 31, 2015 $ 43,229 $ 33,183 $ — $ 29,758 $ 106,170 Goodwill impairment (253 ) (33,183 ) — (29,849 ) (63,285 ) Foreign currency impact (819 ) — — 91 (728 ) Balance as of December 31, 2016 $ 42,157 $ — $ — $ — $ 42,157 Foreign currency impact 2,985 — — — 2,985 Balance as of December 31, 2017 $ 45,142 $ — $ — $ — $ 45,142 |
Schedule of Other Intangible Assets | The Company’s other amortizable intangible assets consisted of the following: December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 1,985 $ (671 ) $ 1,314 $ 1,880 $ (366 ) $ 1,514 Customer relationships 110,210 (24,775 ) 85,435 110,090 (16,630 ) 93,460 Trademarks and other intangibles 57,373 (12,623 ) 44,750 57,744 (8,460 ) 49,284 Total amortized other intangible assets $ 169,568 $ (38,069 ) $ 131,499 $ 169,714 $ (25,456 ) $ 144,258 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for each of the next five years and thereafter to be the following: 2018 $ 14,360 2019 11,800 2020 11,800 2021 11,631 2022 11,458 Thereafter 70,450 $ 131,499 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following: December 31, 2017 December 31, 2016 First Lien Term Loans $ 298,018 $ 303,025 Second Lien Term Loans 90,007 110,000 Debt discount on Term Loans (3,602 ) (5,002 ) Deferred issuance costs on Term Loans (5,586 ) (7,503 ) Foreign debt 21,795 23,303 Capital lease obligations 840 1,301 Total debt 401,472 425,124 Less: Current portion (9,704 ) (8,179 ) Total long-term debt $ 391,768 $ 416,945 The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2017 December 31, 2016 Germany $ 18,003 $ 21,469 Mexico 3,179 850 India 599 834 Other 14 150 Total foreign debt $ 21,795 $ 23,303 |
Schedule of Maturities of Long-term Debt | Future annual maturities of long-term debt outstanding at December 31, 2017 are as follows: 2018 $ 9,704 2019 6,950 2020 7,006 2021 289,378 2022 92,708 Thereafter 4,914 Total future annual maturities of long term debt outstanding 410,660 Less: Debt discounts on Term Loans (3,602 ) Less: Deferred issuance costs on Term Loans (5,586 ) Total debt $ 401,472 |
Schedule of Interest Rate Swaps | See the amounts recorded on the consolidated balance sheets within the table below: December 31, 2017 December 31, 2016 Interest rate swaps: Recorded in other assets - net $ 537 $ — Recorded in other current liabilities $ (458 ) $ (1,916 ) Recorded in other long-term liabilities — (133 ) Total net asset (liability) derivatives designated as hedging instruments $ 79 $ (2,049 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments required under long-term operating leases in effect at December 31, 2017 are as follows: 2018 $ 10,243 2019 9,034 2020 8,413 2021 7,033 2022 8,154 Thereafter 17,826 $ 60,703 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Dividends Paid | The Company paid the following dividends on the Series A Preferred Stock during the years ended December 31, 2017 , 2016 and 2015 . Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2015 November 15, 2014 $20.00 $900 — April 1, 2015 February 15, 2015 $20.00 $900 — July 1, 2015 May 15, 2015 $20.00 $900 — October 1, 2015 August 15, 2015 $20.00 $900 — January 1, 2016 November 15, 2015 $20.00 $900 — April 1, 2016 February 15, 2016 $20.00 $900 — July 1, 2016 May 15, 2016 $20.00 $900 — October 1, 2016 August 15, 2016 $20.00 $900 — 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 October 1, 2017 August 15, 2017 $20.00 $955 952 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2014 $ (1,434 ) $ (10,631 ) $ — $ (12,065 ) Other comprehensive loss before reclassifications 398 (9,606 ) (273 ) (9,481 ) Amount reclassified from accumulated other comprehensive income (15 ) — 105 90 Balance at December 31, 2015 (1,051 ) (20,237 ) (168 ) (21,456 ) Other comprehensive loss before reclassifications (545 ) (4,013 ) (870 ) (5,428 ) Amount reclassified from accumulated other comprehensive income 5 — — 5 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (186 ) (3,154 ) (153 ) (3,493 ) Balance at December 31, 2016 (1,777 ) (27,404 ) (1,191 ) (30,372 ) Other comprehensive income before reclassifications 365 11,394 156 11,915 Amount reclassified from accumulated other comprehensive income 8 (888 ) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at December 31, 2017 $ (1,517 ) $ (18,596 ) $ 51 $ (20,062 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Restricted Stock Units $ 913 $ 1,300 $ 2,689 Adjusted EBITDA Vesting Awards 197 (2,399 ) 899 Stock Price Vesting Awards 9 101 1,319 ROIC Vesting Awards — — — Subtotal 1,119 (998 ) 4,907 Impact of accelerated vesting (1) — 246 3,062 Total share-based compensation expense (income) $ 1,119 $ (752 ) $ 7,969 Total income tax benefit (provision) $ 276 $ (294 ) $ 3,041 (1) For the year ended December 31, 2015, primarily represents the impact of the acceleration of certain vesting schedules for RSUs and stock price vesting awards related to the transition of the Company’s former CEO and CFO. |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes RSU activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 554 $ 5.22 401 $ 8.70 762 $ 10.50 Granted 745 1.32 375 3.75 216 6.39 Issued (265 ) 4.84 (211 ) 7.62 (582 ) 10.50 Deferred 159 3.69 62 4.24 67 10.55 Forfeited (160 ) 1.53 (73 ) 9.04 (62 ) 7.84 Outstanding at end of period 1,033 $ 2.84 554 $ 5.22 401 $ 8.70 |
Schedule of Nonvested Performance Share Unit Awards | The following table summarizes stock price vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 341 $ 2.85 878 $ 3.27 810 $ 3.54 Granted — — — — 95 1.08 Adjustment for performance results achieved (1) (189 ) 2.30 — — — — Vested — — — — — — Forfeited (152 ) 3.54 (537 ) 3.54 (27 ) 3.54 Outstanding at end of period — $ — 341 $ 2.85 878 $ 3.27 (1) 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. The following table summarizes Adjusted EBITDA vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 723 $ 9.67 871 $ 9.81 1,216 $ 10.49 Granted 1,058 1.30 — — 142 6.33 Adjustment for performance results achieved (1) (708 ) 9.65 — — — — Vested — — — — — — Forfeited (165 ) 2.11 (148 ) 10.49 (487 ) 10.49 Outstanding at end of period 908 $ 1.30 723 $ 9.67 871 $ 9.81 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 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. The following table summarizes ROIC vesting awards activity: For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 513 $ 3.65 — $ — Granted — — 599 3.62 Vested — — — — Forfeited (103 ) 3.46 (86 ) 3.46 Outstanding at end of period 410 $ 3.70 513 $ 3.65 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares is as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Net loss per share available to Jason Industries common shareholders Basic and diluted loss per share $ (0.32 ) $ (3.15 ) $ (3.53 ) Numerator: Net loss available to common shareholders of Jason Industries $ (8,261 ) $ (70,835 ) $ (78,058 ) Denominator: Basic and diluted weighted-average shares outstanding 26,082 22,507 22,145 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (1) 3,858 3,656 3,653 Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) 59 3,427 3,486 Restricted stock units 796 503 589 Performance share units 1,379 1,917 1,540 Total 20,086 23,497 23,262 (1) Includes the impact of 968 additional Series A Preferred Stock shares from a stock dividend declared on November 28, 2017 paid in additional shares of Series A Preferred Stock on January 1, 2018 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Anti-dilutive shares assumes preferred stock is converted at the voluntary conversion ratio of 81.18 common shares per one preferred share. (2) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the fourth quarter of 2016 and first quarter of 2017. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The consolidated loss before income taxes consisted of the following: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Domestic $ (27,919 ) $ (93,639 ) $ (126,334 ) Foreign 13,062 9,290 14,478 Loss before income taxes $ (14,857 ) $ (84,349 ) $ (111,856 ) |
Schedule of Components of Income Tax Expense (Benefit) | The consolidated benefit for income taxes included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Current Federal $ 208 $ — $ 161 State (125 ) 57 104 Foreign 6,878 7,759 5,703 Total current income tax provision 6,961 7,816 5,968 Deferred Federal (14,864 ) (9,059 ) (24,548 ) State (1,281 ) (1,781 ) (3,196 ) Foreign (1,200 ) (3,272 ) (479 ) Total deferred income tax benefit (17,345 ) (14,112 ) (28,223 ) Total income tax benefit $ (10,384 ) $ (6,296 ) $ (22,255 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Tax at Federal statutory rate of 35% 35.0 % 35.0 % 35.0 % State taxes - net of Federal benefit 7.7 1.5 2.7 Research and development incentives 1.7 0.5 0.4 Foreign rate differential 5.2 1.3 0.8 Valuation allowances 5.0 (1.8 ) 0.2 Change in foreign tax rates (1.2 ) 0.6 (1.0 ) Decrease (increase) in tax reserves (0.4 ) 1.0 (0.2 ) Stock compensation expense (6.7 ) (0.6 ) (0.7 ) U.S. taxation of foreign earnings (1) (10.2 ) (3.6 ) (0.5 ) Non-deductible meals and entertainment (0.3 ) (0.1 ) (0.1 ) Non-deductible impairment charges (2) — (25.7 ) (16.2 ) Change in U.S. tax rate (3) 72.5 — — Transition tax on unremitted foreign earnings (4) (35.7 ) — — Other (2.7 ) (0.6 ) (0.5 ) Effective tax rate 69.9 % 7.5 % 19.9 % (1) During the year ended December 31, 2017 , the U.S. taxation of foreign earnings includes the recognition of a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered permanently reinvested. During the year ended December 31, 2016 , the amount includes the recognition of a deferred tax liability for the foreign earnings of the Company’s non-majority owned joint venture holding that are no longer considered permanently reinvested. (2) During the years ended December 31, 2016 and 2015 , the non-deductible impairment charges are related to the impairment of goodwill and other intangible assets. (3) During the year ended December 31, 2017 , the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the year ended December 31, 2017 , the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. |
Schedule of Deferred Tax Assets and Liabilities | The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2017 December 31, 2016 Deferred tax assets Accrued expenses and reserves $ 2,685 $ 3,832 Postretirement and postemployment benefits 1,702 2,662 Employee benefits 3,476 2,844 Inventories 1,392 2,710 Other assets 1,868 3,310 Operating loss and credit carryforwards 15,257 22,510 Gross deferred tax assets 26,380 37,868 Less valuation allowance (4,220 ) (4,879 ) Deferred tax assets 22,160 32,989 Deferred tax liabilities Property, plant and equipment (15,670 ) (25,854 ) Intangible assets and other liabilities (28,912 ) (46,376 ) Foreign investments (1,688 ) (2,109 ) Deferred tax liabilities (46,270 ) (74,339 ) Net deferred tax liability $ (24,110 ) $ (41,350 ) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,589 $ 1,258 Deferred income taxes (25,699 ) (42,608 ) Net amount recognized $ (24,110 ) $ (41,350 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Balance at beginning of period $ 1,881 $ 2,928 $ 2,743 Additions (reductions) based on tax positions related to current year 267 126 (28 ) Additions based on tax positions related to prior years — — 55 Additions recognized in acquisition accounting — — 323 Reductions in tax positions - settlements — — (111 ) Reductions related to lapses of statute of limitations (232 ) (1,173 ) (54 ) Balance at end of period $ 1,916 $ 1,881 $ 2,928 |
Summary of Open Tax Years | With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years Brazil 2013 - 2017 France 2013 - 2017 Germany 2012 - 2017 Mexico 2012 - 2017 Sweden 2012 - 2017 United Kingdom 2016 - 2017 United States (federal) 2014 - 2017 United States (state and local) 2013 - 2017 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Expected Benefit Payments | Estimated projected benefit payments from the plans as of December 31, 2017 are as follows: 2018 $ 1,219 2019 1,218 2020 1,362 2021 1,315 2022 1,281 2023-2027 6,821 |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Changes In Projected Benefit Obligations And Plan Assets | The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 10,605 $ 10,626 $ 15,054 $ 13,162 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 10,626 $ 10,824 $ 13,532 $ 12,988 Service cost — — 177 155 Interest cost 393 425 312 391 Actuarial loss 292 70 388 1,842 Benefits paid (706 ) (693 ) (502 ) (506 ) Other — — 8 7 Currency translation adjustment — — 1,553 (1,345 ) Projected benefit obligation at end of year $ 10,605 $ 10,626 $ 15,468 $ 13,532 Change in plan assets Fair value of plan assets at beginning of year $ 9,282 $ 8,985 $ 6,316 $ 6,393 Actual return on plan assets 1,110 906 536 940 Employer and employee contributions 410 145 485 497 Benefits paid (706 ) (693 ) (506 ) (510 ) Other (41 ) (61 ) — — Currency translation adjustment — — 615 (1,004 ) Fair value of plan assets at end of year $ 10,055 $ 9,282 $ 7,446 $ 6,316 Funded Status $ (550 ) $ (1,344 ) $ (8,022 ) $ (7,216 ) Weighted-average assumptions Discount rates 3.33%-3.45% 3.71%-3.90% 1.80%-2.40% 1.70%-2.60% Rate of compensation increase N/A N/A 2.00%-3.70% 2.00%-3.90% Amounts recognized in the statement of financial position consist of: Non-current assets $ 1,935 $ 1,409 $ — $ — Other current liabilities — — (78 ) (65 ) Other long-term liabilities (2,485 ) (2,753 ) (7,944 ) (7,151 ) Net amount recognized $ (550 ) $ (1,344 ) $ (8,022 ) $ (7,216 ) |
Schedule of Net Benefit Costs | The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 177 $ 155 $ 125 Interest cost 393 425 410 312 391 384 Expected return on plan assets (467 ) (513 ) (580 ) (226 ) (253 ) (255 ) Amortization of actuarial loss 14 27 — 41 7 — Net periodic (benefit) cost $ (60 ) $ (61 ) $ (170 ) $ 304 $ 300 $ 254 Weighted-average assumptions Discount rates 3.71%-3.90% 3.87%-4.15% 3.52%-3.75% 1.70%-2.60% 2.20%-3.70% 2.10%-3.50% Rate of compensation increase N/A N/A N/A 2.00%-3.90% 2.00%-3.60% 2.00%-3.70% Expected long-term rates or return 4.75%-6.50% 5.50%-7.00% 5.00%-8.00% 3.50%-4.00% 4.00%-4.20% 3.90%-4.50% |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,099 $ 1,994 $ 1,364 |
Schedule of Allocation of Plan Assets | The Company’s pension plan asset allocations by asset category at December 31, 2017 and 2016 are as follows: U.S. Plans Non-U.S. Plans 2017 2016 2017 2016 Equity securities 58.7 % 56.0 % 47.1 % 45.5 % Debt securities 29.4 % 35.1 % 49.3 % 50.7 % Other 11.9 % 8.9 % 3.6 % 3.8 % |
Schedule of Fair Value Of Pension Plan Assets By Asset Category | The fair values of pension plan assets by asset category at December 31, 2017 and 2016 are as follows: Total as of December 31, 2017 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,202 $ 1,202 $ — $ — Accrued dividends 3 3 — — Global equities 9,413 9,413 — — Fixed income securities 6,630 — 6,630 — Group annuity/insurance contracts 253 — — 253 Total $ 17,501 $ 10,618 $ 6,630 $ 253 Total as of December 31, 2016 Level 1 Level 2 Level 3 Cash and cash equivalents $ 842 $ 842 $ — $ — Accrued dividends 3 3 — — Global equities 8,066 8,066 — — Fixed income securities 6,461 — 6,461 — Group annuity/insurance contracts 226 — — 226 Total $ 15,598 $ 8,911 $ 6,461 $ 226 |
Schedule of Changes in Fair Value of Plan Assets | The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2017 due to the following: Beginning balance, December 31, 2016 $ 226 Actual return on assets related to assets still held 7 Purchases, sales and settlements 20 Ending balance, December 31, 2017 $ 253 |
Schedule of Expected Benefit Payments | The Company’s cash contributions to its postretirement benefit plan in 2018 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2017 are as follows: 2018 $ 144 2019 139 2020 132 2021 123 2022 116 2023-2027 475 |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Changes In Projected Benefit Obligations And Plan Assets | The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,423 $ 1,972 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,972 $ 2,094 Interest cost 68 76 Actuarial gain (483 ) (37 ) Benefits paid (134 ) (161 ) Projected benefit obligation at end of year $ 1,423 $ 1,972 Change in plan assets Employer contributions $ 134 $ 161 Benefits paid (134 ) (161 ) Fair value of plan assets at end of year $ — $ — Funded Status $ (1,423 ) $ (1,972 ) Weighted-average assumptions Discount rates 3.26 % 3.64 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (142 ) $ (208 ) Other long-term liabilities (1,281 ) (1,764 ) Net amount recognized $ (1,423 ) $ (1,972 ) |
Schedule of Net Benefit Costs | The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 68 $ 76 $ 92 Amortization of the net (gain) loss from earlier periods (18 ) (13 ) 1 Net periodic benefit cost $ 50 $ 63 $ 93 Weighted-average assumptions Discount rates 3.64 % 3.82 % 3.82 % |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (582 ) $ (217 ) $ (214 ) |
Business Segments, Geographic41
Business Segments, Geographic and Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales relating to the Company’s reportable segments are as follows: Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Finishing $ 200,284 $ 196,883 $ 191,394 Components 82,621 97,667 122,133 Seating 159,129 161,050 176,792 Acoustics 206,582 249,919 218,047 Net sales $ 648,616 $ 705,519 $ 708,366 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated income before taxes: Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Segment Adjusted EBITDA Finishing $ 27,661 $ 24,200 $ 25,799 Components 9,888 14,249 20,943 Seating 16,348 16,122 19,766 Acoustics 27,341 27,202 27,515 $ 81,238 $ 81,773 $ 94,023 Interest expense (1,370 ) (1,561 ) (1,870 ) Loss on debt extinguishment (182 ) — — Depreciation and amortization (38,577 ) (43,697 ) (44,938 ) Impairment charges — (63,285 ) (94,126 ) Gain (loss) on disposal of property, plant and equipment - net 759 (869 ) (109 ) Loss on divestiture (8,730 ) — — Restructuring (4,275 ) (6,634 ) (3,800 ) Transaction-related expenses — — (789 ) Integration and other restructuring costs — (1,621 ) (2,713 ) Total segment income (loss) before income taxes 28,863 (35,894 ) (54,322 ) Corporate general and administrative expenses (13,486 ) (17,613 ) (12,860 ) Corporate interest expense (31,719 ) (30,282 ) (29,965 ) Corporate gain on debt extinguishment 2,383 — — Corporate depreciation (357 ) (344 ) (310 ) Corporate restructuring 9 (598 ) — Corporate transaction-related expenses — — (97 ) Corporate integration and other restructuring 569 (359 ) (6,333 ) Corporate loss on disposal of property, plant and equipment — (11 ) — Corporate share based compensation (expense) income (1,119 ) 752 (7,969 ) Loss before income taxes $ (14,857 ) $ (84,349 ) $ (111,856 ) Other financial information relating to the Company’s reportable segments is as follows at December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Depreciation and amortization Finishing $ 12,198 $ 13,693 $ 11,407 Components 7,821 9,827 8,587 Seating 8,435 8,894 13,693 Acoustics 10,123 11,283 11,251 Corporate 357 344 310 $ 38,934 $ 44,041 $ 45,248 Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Capital expenditures Finishing $ 5,247 $ 5,943 $ 9,090 Components 3,797 2,950 4,875 Seating 2,709 3,602 3,804 Acoustics 3,563 6,058 14,881 Corporate 557 1,227 136 $ 15,873 $ 19,780 $ 32,786 December 31, 2017 December 31, 2016 Assets Finishing $ 241,776 $ 232,550 Components 72,724 81,450 Seating 99,155 105,184 Acoustics 145,490 172,769 Total segments 559,145 591,953 Corporate and eliminations (12,822 ) (8,117 ) Consolidated $ 546,323 $ 583,836 |
Reconciliation of Revenue from Segments to Consolidated | Net sales and long-lived asset information by geographic area are as follows at December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 : Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Net sales by region United States $ 441,691 $ 492,667 $ 510,526 Europe 151,628 154,307 138,578 Mexico 50,080 49,594 48,242 Other 5,217 8,951 11,020 $ 648,616 $ 705,519 $ 708,366 |
Reconciliation of Assets from Segment to Consolidated | December 31, 2017 December 31, 2016 Long-lived assets United States $ 197,174 $ 219,591 Europe 70,797 84,638 Mexico 13,484 13,734 Other 4,240 4,118 $ 285,695 $ 322,081 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segmentcountry | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 4 | ||
Number of countries Jason operates in | country | 13 | ||
Fair value of total debt | $ 398,400 | $ 365,800 | |
Advertising expense | 1,800 | 1,900 | $ 2,700 |
Transaction-related expenses | $ 0 | $ 0 | 886 |
Customer Concentration Risk | Customer A | Accounts Receivable | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Concentration risk, percentage | 13.00% | 12.00% | |
Customer Concentration Risk | Customer B | Accounts Receivable | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Concentration risk, percentage | 12.00% | ||
Selling, General and Administrative Expenses | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Research and development expense | $ 3,600 | $ 4,200 | $ 5,000 |
Accounts Payable | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Bank overdrafts | 4,700 | 5,500 | |
Other Assets - Net | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Equity method investments | $ 6,100 | $ 4,800 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Useful Lives of Assets) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Patents | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 7 years |
Customer relationships | Minimum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Customer relationships | Maximum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 15 years |
Trademarks and other intangibles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 5 years |
Trademarks and other intangibles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 18 years |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (New Accounting Pronouncements) (Details) $ in Millions | Sep. 29, 2017USD ($) |
Accounting Policies [Abstract] | |
Restricted cash | $ 2.4 |
Revision of Previously Report45
Revision of Previously Reported Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Depreciation | $ 26,260 | $ 31,120 | $ 31,160 | |
Cost of goods sold | 517,764 | 574,412 | 561,076 | |
Gross profit | 130,852 | 131,107 | 147,290 | |
Operating loss | 23,490 | (54,087) | (81,002) | |
Loss before income taxes | (14,857) | (84,349) | (111,856) | |
Tax benefit | (10,384) | (6,296) | (22,255) | |
Net loss | (4,473) | (78,053) | (89,601) | |
Net loss attributable to Jason Industries | (4,478) | (67,235) | (74,458) | |
Net loss available to common shareholders of Jason Industries | $ (8,261) | $ (70,835) | $ (78,058) | |
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.32) | $ (3.15) | $ (3.53) | |
Comprehensive loss | $ 7,759 | $ (84,528) | $ (100,902) | |
Comprehensive loss attributable to Jason Industries | 7,716 | (72,658) | (83,849) | |
Property, plant and equipment - net | 154,196 | 177,823 | ||
Total assets | 546,323 | 583,836 | ||
Deferred income taxes | 42,608 | |||
Total liabilities | 540,639 | 586,978 | ||
Retained deficit | (167,710) | (163,232) | ||
Shareholders' deficit attributable to Jason Industries | 5,684 | (3,037) | ||
Total shareholders' deficit | 5,684 | (3,142) | $ 84,994 | $ 182,675 |
Total liabilities and shareholders' deficit | $ 546,323 | 583,836 | ||
Scenario, Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of goods sold | 573,917 | |||
Gross profit | 131,602 | |||
Operating loss | (53,592) | |||
Loss before income taxes | (83,854) | |||
Tax benefit | (6,157) | |||
Net loss | (77,697) | |||
Net loss attributable to Jason Industries | (66,879) | |||
Net loss available to common shareholders of Jason Industries | $ (70,479) | |||
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (3.13) | |||
Comprehensive loss | $ (84,172) | |||
Comprehensive loss attributable to Jason Industries | (72,302) | |||
Property, plant and equipment - net | 178,318 | |||
Total assets | 584,331 | |||
Deferred income taxes | 42,747 | |||
Total liabilities | 587,117 | |||
Retained deficit | (162,876) | |||
Shareholders' deficit attributable to Jason Industries | (2,681) | |||
Total shareholders' deficit | (2,786) | |||
Total liabilities and shareholders' deficit | 584,331 | |||
Understatement Of Depreciation Expense | Restatement Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Depreciation | 500 | |||
Cost of goods sold | 495 | |||
Gross profit | (495) | |||
Operating loss | (495) | |||
Loss before income taxes | (495) | |||
Tax benefit | (139) | |||
Net loss | (356) | |||
Net loss attributable to Jason Industries | (356) | |||
Net loss available to common shareholders of Jason Industries | $ (356) | |||
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.02) | |||
Comprehensive loss | $ (356) | |||
Comprehensive loss attributable to Jason Industries | (356) | |||
Property, plant and equipment - net | (495) | |||
Total assets | (495) | |||
Deferred income taxes | (139) | |||
Total liabilities | (139) | |||
Retained deficit | (356) | |||
Shareholders' deficit attributable to Jason Industries | (356) | |||
Total shareholders' deficit | (356) | |||
Total liabilities and shareholders' deficit | $ (495) |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | May 29, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Cash consideration paid for acquisition | $ 0 | $ 0 | $ 34,763 | |
Transaction-related expenses | 0 | 0 | 886 | |
Net sales | $ 648,616 | 705,519 | 708,366 | |
DRONCO | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid for acquisition | $ 34,400 | |||
Transaction-related expenses | 900 | |||
Net sales | $ 38,500 | $ 24,100 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Thousands | Aug. 30, 2017 | Aug. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Buyer assumption of debt from divestiture | $ 2,950 | $ 0 | $ 0 | ||
Loss on divestiture | $ (8,730) | 0 | $ 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 from divestiture | 3,000 | ||||
Loss on divestiture | $ (8,700) | ||||
Total segment revenue | $ 22,900 | $ 32,900 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | $ 4,266 | $ 7,232 | $ 3,800 |
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,172 | 5,315 | 1,600 |
Contract Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 260 | 344 | 1,200 |
Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 2,834 | 1,573 | $ 1,000 |
Facility Closing | Finishing | |||
Restructuring Cost and Reserve [Line Items] | |||
Accelerated depreciation | 700 | ||
Integration and restructuring costs | 700 | ||
Facility Closing | Cost of Sales | Finishing | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,400 | ||
2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 4,266 | 7,232 | |
Cost expected to be incurred | 14,100 | ||
2016 Program | Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,172 | 5,315 | |
2016 Program | Contract Termination | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 260 | 344 | |
2016 Program | Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | $ 2,834 | $ 1,573 |
Restructuring Costs (Schedule o
Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | $ 4,266 | $ 7,232 | $ 3,800 |
2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 4,266 | 7,232 | |
Cumulative restructuring charges | 11,498 | ||
Severance costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,172 | 5,315 | 1,600 |
Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,172 | 5,315 | |
Cumulative restructuring charges | 6,487 | ||
Lease termination costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 260 | 344 | 1,200 |
Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 260 | 344 | |
Cumulative restructuring charges | 604 | ||
Other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 2,834 | 1,573 | 1,000 |
Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 2,834 | 1,573 | |
Cumulative restructuring charges | 4,407 | ||
Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 4,275 | 6,634 | 3,800 |
Operating Segments | Finishing | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 2,501 | 4,634 | |
Cumulative restructuring charges | 7,135 | ||
Operating Segments | Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,334 | 892 | |
Cumulative restructuring charges | 2,226 | ||
Operating Segments | Seating | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (17) | 76 | |
Cumulative restructuring charges | 59 | ||
Operating Segments | Acoustics | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 457 | 1,033 | |
Cumulative restructuring charges | 1,490 | ||
Operating Segments | Severance costs | Finishing | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,178 | 3,287 | |
Cumulative restructuring charges | 4,465 | ||
Operating Segments | Severance costs | Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 58 | 378 | |
Cumulative restructuring charges | 436 | ||
Operating Segments | Severance costs | Seating | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (17) | 76 | |
Cumulative restructuring charges | 59 | ||
Operating Segments | Severance costs | Acoustics | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (38) | 977 | |
Cumulative restructuring charges | 939 | ||
Operating Segments | Lease termination costs | Finishing | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 88 | 344 | |
Cumulative restructuring charges | 432 | ||
Operating Segments | Lease termination costs | Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | 0 | |
Cumulative restructuring charges | 0 | ||
Operating Segments | Lease termination costs | Seating | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | 0 | |
Cumulative restructuring charges | 0 | ||
Operating Segments | Lease termination costs | Acoustics | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 172 | 0 | |
Cumulative restructuring charges | 172 | ||
Operating Segments | Other costs | Finishing | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,235 | 1,003 | |
Cumulative restructuring charges | 2,238 | ||
Operating Segments | Other costs | Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 1,276 | 514 | |
Cumulative restructuring charges | 1,790 | ||
Operating Segments | Other costs | Seating | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | 0 | |
Cumulative restructuring charges | 0 | ||
Operating Segments | Other costs | Acoustics | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 323 | 56 | |
Cumulative restructuring charges | 379 | ||
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (9) | 598 | $ 0 |
Corporate | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (9) | 597 | |
Cumulative restructuring charges | 588 | ||
Corporate | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | (9) | 597 | |
Cumulative restructuring charges | 588 | ||
Corporate | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | 0 | |
Cumulative restructuring charges | 0 | ||
Corporate | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | 0 | $ 0 | |
Cumulative restructuring charges | $ 0 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | $ 2,699 | $ 1,632 | |
Current period restructuring charges | 4,266 | 7,232 | $ 3,800 |
Cash payments | (4,947) | (6,170) | |
Foreign currency impact | 44 | 5 | |
Restructuring reserve ending balance | 2,062 | 2,699 | 1,632 |
Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 1,281 | 594 | |
Current period restructuring charges | 1,172 | 5,315 | 1,600 |
Cash payments | (1,589) | (4,621) | |
Foreign currency impact | 43 | (7) | |
Restructuring reserve ending balance | 907 | 1,281 | 594 |
Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 333 | 1,038 | |
Current period restructuring charges | 260 | 344 | 1,200 |
Cash payments | (528) | (1,035) | |
Foreign currency impact | 11 | (14) | |
Restructuring reserve ending balance | 76 | 333 | 1,038 |
Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 1,085 | 0 | |
Current period restructuring charges | 2,834 | 1,573 | 1,000 |
Cash payments | (2,830) | (514) | |
Foreign currency impact | (10) | 26 | |
Restructuring reserve ending balance | $ 1,079 | $ 1,085 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 35,925 | $ 37,222 |
Work-in-process | 4,375 | 4,175 |
Finished goods | 30,519 | 32,204 |
Total inventories | $ 70,819 | $ 73,601 |
Property, Plant and Equipment52
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 242,330 | $ 248,802 |
Less: Accumulated depreciation | (88,134) | (70,979) |
Property, plant and equipment, net | 154,196 | 177,823 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 6,556 | 9,631 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 33,161 | 41,928 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 191,903 | 191,770 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 10,710 | $ 5,473 |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets (Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | $ 42,157 | $ 106,170 | |
Goodwill impairment | (63,285) | ||
Foreign currency impact | 2,985 | (728) | |
Goodwill, end of period | 45,142 | 42,157 | $ 106,170 |
Finishing | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 42,157 | 43,229 | |
Goodwill impairment | (253) | ||
Foreign currency impact | 2,985 | (819) | |
Goodwill, end of period | 45,142 | 42,157 | 43,229 |
Components | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 0 | 33,183 | |
Goodwill impairment | (33,183) | ||
Foreign currency impact | 0 | 0 | |
Goodwill, end of period | 0 | 0 | 33,183 |
Seating | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 0 | 0 | |
Goodwill impairment | 0 | (58,800) | |
Foreign currency impact | 0 | 0 | |
Goodwill, end of period | 0 | 0 | 0 |
Acoustics | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning of period | 0 | 29,758 | |
Goodwill impairment | (29,849) | ||
Foreign currency impact | 0 | 91 | |
Goodwill, end of period | $ 0 | $ 0 | $ 29,758 |
Goodwill and Other Intangible54
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | |||
Accumulated impairment loss | $ 122,100 | $ 122,100 | |
Goodwill impairment | 63,285 | ||
Amortization of intangible assets | $ 12,674 | 12,921 | $ 14,088 |
Customer relationships | |||
Goodwill [Line Items] | |||
Impairment of intangible assets | 27,700 | ||
Weighted average useful life (years) | 10 years 8 months 12 days | ||
Trademarks and other intangibles | |||
Goodwill [Line Items] | |||
Impairment of intangible assets | 6,800 | ||
Weighted average useful life (years) | 11 years 7 months 6 days | ||
Patents | |||
Goodwill [Line Items] | |||
Impairment of intangible assets | 800 | ||
Weighted average useful life (years) | 3 years 1 month 6 days | ||
Seating | |||
Goodwill [Line Items] | |||
Accumulated impairment loss | $ 58,800 | 58,800 | |
Goodwill impairment | 0 | $ 58,800 | |
Acoustics | |||
Goodwill [Line Items] | |||
Accumulated impairment loss | 29,800 | 29,800 | |
Goodwill impairment | 29,849 | ||
Components | |||
Goodwill [Line Items] | |||
Accumulated impairment loss | $ 33,200 | 33,200 | |
Goodwill impairment | 33,183 | ||
Finishing | |||
Goodwill [Line Items] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 15.00% | ||
Goodwill impairment | 253 | ||
Acoustics and Components | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 63,000 |
Goodwill and Other Intangible55
Goodwill and Other Intangible Assets (Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 169,568 | $ 169,714 |
Accumulated Amortization | (38,069) | (25,456) |
Net | 131,499 | 144,258 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,985 | 1,880 |
Accumulated Amortization | (671) | (366) |
Net | 1,314 | 1,514 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 110,210 | 110,090 |
Accumulated Amortization | (24,775) | (16,630) |
Net | 85,435 | 93,460 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,373 | 57,744 |
Accumulated Amortization | (12,623) | (8,460) |
Net | $ 44,750 | $ 49,284 |
Goodwill and Other Intangible56
Goodwill and Other Intangible Assets (Future Annual Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 14,360 | |
2,019 | 11,800 | |
2,020 | 11,800 | |
2,021 | 11,631 | |
2,022 | 11,458 | |
Thereafter | 70,450 | |
Net | $ 131,499 | $ 144,258 |
Debt and Hedging Instruments (S
Debt and Hedging Instruments (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instruments [Abstract] | ||
Deferred issuance costs on Term Loans | $ (5,586) | |
Total debt | 401,472 | $ 425,124 |
Less: Current portion | (9,704) | (8,179) |
Total long-term debt | 391,768 | 416,945 |
Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 21,795 | 23,303 |
Secured Debt | ||
Debt Instruments [Abstract] | ||
Debt discount on Term Loans | (3,602) | (5,002) |
Deferred issuance costs on Term Loans | (5,586) | (7,503) |
Secured Debt | First Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 298,018 | 303,025 |
Secured Debt | Second Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 90,007 | 110,000 |
Secured Debt | Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 21,795 | 23,303 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 840 | $ 1,301 |
Debt and Hedging Instruments 58
Debt and Hedging Instruments (Schedule of Future Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | $ 9,704 | |
2,019 | 6,950 | |
2,020 | 7,006 | |
2,021 | 289,378 | |
2,022 | 92,708 | |
Thereafter | 4,914 | |
Total future annual maturities of long term debt outstanding | 410,660 | |
Less: Deferred issuance costs on Term Loans | (3,602) | |
Less: Deferred issuance costs on Term Loans | (5,586) | |
Total debt | $ 401,472 | $ 425,124 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | Jun. 30, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Debt issuance cost, amount expensed | $ 5,586,000 | $ 5,586,000 | ||||
Repurchase of debt, cash outflow | 21,826,000 | $ 3,100,000 | $ 3,100,000 | |||
Gain on extinguishment of debt | (200,000) | 2,201,000 | 0 | $ 0 | ||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 1,900,000 | 0 | ||||
Interest Rate Swap | Scenario, Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | $ 800,000 | |||||
Designated as Hedging Instrument | Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative asset (liability), net | 79,000 | 79,000 | (2,049,000) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | 210,000,000 | |||
Derivative, fixed interest rate | 2.08% | 2.08% | ||||
Acoustics Europe | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Debt Instrument [Line Items] | ||||||
Cash received to retire debt | $ 2,400,000 | |||||
Revolving Credit Facility | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.25% | |||||
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Senior Secured Credit Facilities | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
First Lien Term Loans | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | |||||
First Lien Term Loans | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 4.50% | |||||
Second Lien Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt discount (premium) | $ 400,000 | |||||
Repurchase of debt, gross | 20,000,000 | |||||
Repurchase of debt, cash outflow | 16,800,000 | |||||
Previously unamortized debt discount | 400,000 | |||||
Gain on extinguishment of debt | $ 2,400,000 | |||||
Second Lien Term Loans | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 7.00% | |||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | |||||
Second Lien Term Loans | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 8.00% | |||||
Individual Foreign Loans | Germany | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 18,000,000 | $ 18,000,000 | 19,300,000 | |||
Individual Foreign Loans | Germany | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.10% | 2.10% | ||||
Individual Foreign Loans | Germany | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.70% | 4.70% | ||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 460,000,000 | |||||
Debt issuance cost, amount expensed | $ 5,586,000 | $ 5,586,000 | 7,503,000 | |||
Secured Debt | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 40,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 33,900,000 | 33,900,000 | ||||
Outstanding letters of credit | 6,100,000 | 6,100,000 | ||||
Secured Debt | First Lien Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 310,000,000 | |||||
Long-term debt gross | $ 298,018,000 | $ 298,018,000 | 303,025,000 | |||
Amortization of debt discount (premium) | 800,000 | |||||
Interest rate, effective percentage | 6.20% | 6.20% | ||||
Consolidated net leverage ratio, second periodic decrease | 4.5 | |||||
Secured Debt | Second Lien Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 110,000,000 | |||||
Long-term debt gross | $ 90,007,000 | $ 90,007,000 | 110,000,000 | |||
Interest rate, effective percentage | 9.70% | 9.70% | ||||
Secured Debt | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Restrictive covenant, qualification percentage for net leverage ratio | 25.00% | |||||
Aggregate outstanding amount | $ 10,000,000 | |||||
Secured Debt | Individual Foreign Loans | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt gross | $ 100,000 | 100,000 | 100,000 | |||
Secured Debt | Individual Foreign Loans | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt gross | 11,200,000 | 11,200,000 | 12,600,000 | |||
Secured Debt | Other Noncurrent Assets | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance cost, amount capitalized | 13,500,000 | |||||
Secured Debt | Other Noncurrent Assets | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance cost, amount capitalized | $ 600,000 | |||||
Secured Debt | Long-term Debt, Current Portion | ||||||
Debt Instrument [Line Items] | ||||||
Mandatory prepayment | $ 2,500,000 | $ 2,500,000 | $ 1,900,000 |
Debt and Hedging Instruments 60
Debt and Hedging Instruments (Schedule of Foreign Debt Obligations) (Details) - Foreign debt - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 21,795 | $ 23,303 |
Germany | ||
Debt Instrument [Line Items] | ||
Long-term debt | 18,003 | 21,469 |
Mexico | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,179 | 850 |
India | ||
Debt Instrument [Line Items] | ||
Long-term debt | 599 | 834 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 14 | $ 150 |
Debt and Hedging Instruments 61
Debt and Hedging Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Derivative asset (liability), net | $ 79 | $ (2,049) |
Recorded in other assets - net | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | 537 | 0 |
Recorded in other current liabilities | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | (458) | (1,916) |
Recorded in other long-term liabilities | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | $ 0 | $ (133) |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | ||||
2,018 | $ 10,243 | |||
2,019 | 9,034 | |||
2,020 | 8,413 | |||
2,021 | 7,033 | |||
2,022 | 8,154 | |||
Thereafter | 17,826 | |||
Total operating lease payments | 60,703 | |||
Operating leases, rent expense | $ 12,200 | $ 13,100 | $ 9,800 | |
Proceeds from the sale leaseback, net of closing fees and closing costs | $ 5,600 | |||
Deferred gain recognized on the sale leaseback | 1,100 | |||
Minimum lease payments on the sale leaseback | $ 10,100 |
Shareholders' Equity (Deficit63
Shareholders' Equity (Deficit) (Narrative) (Details) | Jan. 22, 2018shares | Nov. 28, 2017$ / sharesshares | Oct. 01, 2017USD ($)shares | Jul. 01, 2017USD ($)shares | Apr. 01, 2017USD ($)shares | Jan. 01, 2017USD ($)shares | Oct. 01, 2016USD ($)shares | Jul. 01, 2016USD ($)shares | Apr. 01, 2016USD ($)shares | Jan. 01, 2016USD ($)shares | Oct. 01, 2015USD ($)shares | Jul. 01, 2015USD ($)shares | Apr. 01, 2015USD ($)shares | Jan. 01, 2015USD ($)shares | Jun. 30, 2014USD ($)shares | Dec. 31, 2016$ / sharesshares | Mar. 31, 2017shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Jan. 23, 2018shares | Jan. 01, 2018shares | Sep. 12, 2016$ / sharesshares | Feb. 28, 2015USD ($) |
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | 120,000,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued (in shares) | 24,802,196 | 25,966,381 | 24,802,196 | |||||||||||||||||||||
Common stock, shares outstanding (in shares) | 24,802,196 | 25,966,381 | 24,802,196 | |||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issued (in shares) | 899 | 45,899 | 49,665 | 45,899 | ||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 45,899 | 49,665 | 45,899 | |||||||||||||||||||||
Dividends declared | $ | $ 17,000 | $ 2,701,000 | $ 3,600,000 | |||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||||||
Warrants outstanding (in shares) | 13,993,773 | |||||||||||||||||||||||
Warrants authorized for repurchase | $ | $ 5,000,000 | |||||||||||||||||||||||
Warrants to purchase Jason Industries common stock | ||||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||
Warrant or right | 1 | |||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 10 | |||||||||||||||||||||||
Equity method investment, ownership percentage | 30.00% | |||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 968 | |||||||||||||||||||||||
Jason | ||||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||
Percentage of voting interests acquired | 83.10% | |||||||||||||||||||||||
Noncontrolling interest, percentage of voting interests following acquisition | 16.90% | 6.00% | 0.00% | 6.00% | ||||||||||||||||||||
Rollover equity conversion ratio | 1 | |||||||||||||||||||||||
Jason | JPHI Holdings, Inc. | ||||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||
Ownership of shares (in shares) | 3,485,623 | 1,084,007 | 0 | |||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 2,401,616 | |||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock dividends, shares (in shares) | 968 | |||||||||||||||||||||||
Preferred stock, shares issued, value | $ | $ 45,000,000 | |||||||||||||||||||||||
Payments of stock issuance costs | $ | $ 2,500,000 | |||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||||||
Shares issued upon conversion (in shares) | 81.18 | |||||||||||||||||||||||
Preferred stock, dividends declared per share (in dollars per share) | $ / shares | $ 20 | |||||||||||||||||||||||
Dividends declared | $ | $ 955,000 | $ 936,000 | $ 918,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | $ 1,000,000 | |||||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 37,529 | |||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 12,136 | |||||||||||||||||||||||
Series A Preferred Stock | Jason | ||||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||||||
Equity interest issued as consideration, shares (in shares) | 45,000 |
Shareholders' Equity (Deficit64
Shareholders' Equity (Deficit) (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Oct. 01, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 01, 2016 | Oct. 01, 2015 | Jul. 01, 2015 | Apr. 01, 2015 | Jan. 01, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||||||||||
Total Dividends Paid | $ 17 | $ 2,701 | $ 3,600 | ||||||||||||
Preferred Shares Issued (in shares) | 899 | 49,665 | 45,899 | ||||||||||||
Series A Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | |||
Total Dividends Paid | $ 955 | $ 936 | $ 918 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | $ 1,000 | ||
Preferred Shares Issued (in shares) | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Shareholders' Equity (Deficit65
Shareholders' Equity (Deficit) (Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | $ (3,142) | $ 84,994 | $ 182,675 |
Ending balance | 5,684 | (3,142) | 84,994 |
Employee retirement plan adjustments | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (1,777) | (1,051) | (1,434) |
Other comprehensive loss before reclassifications | 365 | (545) | 398 |
Amount reclassified from accumulated other comprehensive income | 8 | 5 | (15) |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (113) | (186) | |
Ending balance | (1,517) | (1,777) | (1,051) |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (27,404) | (20,237) | (10,631) |
Other comprehensive loss before reclassifications | 11,394 | (4,013) | (9,606) |
Amount reclassified from accumulated other comprehensive income | (888) | 0 | 0 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,698) | (3,154) | |
Ending balance | (18,596) | (27,404) | (20,237) |
Net unrealized gains (losses) on cash flow hedges | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (1,191) | (168) | 0 |
Other comprehensive loss before reclassifications | 156 | (870) | (273) |
Amount reclassified from accumulated other comprehensive income | 1,159 | 0 | 105 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (73) | (153) | |
Ending balance | 51 | (1,191) | (168) |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (30,372) | (21,456) | (12,065) |
Other comprehensive loss before reclassifications | 11,915 | (5,428) | (9,481) |
Amount reclassified from accumulated other comprehensive income | 279 | 5 | 90 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,884) | (3,493) | |
Ending balance | $ (20,062) | $ (30,372) | $ (21,456) |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 36 Months Ended | |||||
Dec. 31, 2016shares | Jul. 01, 2016 | Apr. 01, 2016shares | Dec. 31, 2014shares | Dec. 31, 2017USD ($)d$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2017shares | Jun. 30, 2014shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance trading period | 30 days | ||||||||
Allocated share-based compensation expense | $ | $ 1,119,000 | $ (998,000) | $ 4,907,000 | ||||||
Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period measurement duration | d | 20 | ||||||||
2014 Omnibus Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Capital shares reserved for future issuance (in shares) | 352,587 | 3,473,435 | |||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 2,000,000 | ||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 2 months 12 days | ||||||||
Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 1,000,000 | ||||||||
Units payable period duration | 30 days | ||||||||
Compensation not yet recognized (in shares) | 744,232 | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.84 | ||||||||
Restricted stock outstanding, weighted average period for vesting | 2 years 1 month 6 days | ||||||||
Nonvested shares (in shares) | 554,000 | 762,000 | 1,032,686 | 554,000 | 401,000 | ||||
Vested (in dollars per share) | $ / shares | $ 4.84 | $ 7.62 | $ 10.50 | ||||||
Fair value of equity instruments other than options vested during period | $ | $ 300,000 | $ 700,000 | $ 3,400,000 | ||||||
Number of shares withheld (in shares) | 25,532 | 43,806 | 210,869 | ||||||
Equity instruments granted during period (in shares) | 745,000 | 375,000 | 216,000 | ||||||
Allocated share-based compensation expense | $ | $ 913,000 | $ 1,300,000 | $ 2,689,000 | ||||||
Vested (in shares) | 265,000 | 211,000 | 582,000 | ||||||
Restricted Stock Units | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 1 year | ||||||||
Nonvested shares (in shares) | 288,454 | ||||||||
Vested (in dollars per share) | $ / shares | $ 5.41 | ||||||||
Performance share units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance trading period | 3 years | ||||||||
Award requisite service period | 3 years | ||||||||
Performance share units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of performance shares awarded, target performance threshold percentage | 0.00% | 0.00% | 0.00% | ||||||
Performance share units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of performance shares awarded, target performance threshold percentage | 150.00% | 100.00% | 150.00% | ||||||
Adjusted EBITDA Based Performance | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 1,000,000 | ||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 2 months 12 days | ||||||||
Nonvested shares (in shares) | 723,000 | 1,216,000 | 908,000 | 723,000 | 871,000 | ||||
Vested (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||||
Equity instruments granted during period (in shares) | 1,215,704 | 1,058,000 | 0 | 142,238 | |||||
Award requisite service period | 3 years | ||||||||
Estimated payout percentage for calculation of compensation expense | 0.00% | 62.50% | 100.00% | ||||||
Target shares for calculation of compensation expense (in shares) | 301,382 | 907,505 | 0 | ||||||
Allocated share-based compensation expense | $ | $ 197,000 | $ (2,399,000) | $ 899,000 | ||||||
Vested (in shares) | 0 | 0 | 0 | ||||||
Adjusted EBITDA Based Performance | 2014 and 2015 Grant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 0 | ||||||||
Adjusted EBITDA Based Performance | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity instruments granted during period (in shares) | 1,057,505 | ||||||||
Adjusted EBITDA Based Performance | Executive Officer | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||
Adjusted EBITDA Based Performance | Executive Officer | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 907,505 | ||||||||
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 | ||||||||
Nonvested shares (in shares) | 341,000 | 810,000 | 341,000 | 878,000 | 0 | ||||
Vested (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||||
Equity instruments granted during period (in shares) | 0 | 0 | 94,825 | ||||||
Allocated share-based compensation expense | $ | $ 9,000 | $ 101,000 | $ 1,319,000 | ||||||
Vested (in shares) | 0 | 0 | 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 | ||||||||
Performance trading period | 3 years | ||||||||
Nonvested shares (in shares) | 513,000 | 410,000 | 513,000 | 0 | |||||
Vested (in dollars per share) | $ / shares | $ 0 | $ 0 | |||||||
Equity instruments granted during period (in shares) | 0 | 599,336 | |||||||
Estimated payout percentage for calculation of compensation expense | 0.00% | ||||||||
Target shares for calculation of compensation expense (in shares) | 0 | ||||||||
Allocated share-based compensation expense | $ | $ 0 | $ 0 | $ 0 | ||||||
Vested (in shares) | 0 | 0 | |||||||
Estimated vesting performance, percentage | 100.00% | ||||||||
Estimated vesting performance share unit awards (in shares) | 273,557 | ||||||||
ROIC Vesting Awards | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||
ROIC Vesting Awards | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 410,336 |
Share Based Compensation (Sched
Share Based Compensation (Schedule of Share Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 1,119 | $ (998) | $ 4,907 |
Impact of accelerated vesting | 0 | 246 | 3,062 |
Total share-based compensation expense (income) | 1,119 | (752) | 7,969 |
Total income tax benefit (provision) | 276 | (294) | 3,041 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 913 | 1,300 | 2,689 |
Adjusted EBITDA Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 197 | (2,399) | 899 |
Stock Price Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 9 | 101 | 1,319 |
ROIC Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 0 | $ 0 | $ 0 |
Share Based Compensation (Sch68
Share Based Compensation (Schedule of Restricted Stock Unit Activity) (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares (thousands) | |||
Outstanding at beginning of period (in shares) | 554,000 | 401,000 | 762,000 |
Granted (in shares) | 745,000 | 375,000 | 216,000 |
Issued (in shares) | (265,000) | (211,000) | (582,000) |
Deferred (in shares) | 159,000 | 62,000 | 67,000 |
Forfeited (in shares) | (160,000) | (73,000) | (62,000) |
Outstanding at end of period (in shares) | 1,032,686 | 554,000 | 401,000 |
Weighted-Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 5.22 | $ 8.70 | $ 10.50 |
Granted (in dollars per share) | 1.32 | 3.75 | 6.39 |
Issued (in dollars per share) | 4.84 | 7.62 | 10.50 |
Deferred (in dollars per share) | 3.69 | 4.24 | 10.55 |
Forfeited (in dollars per share) | 1.53 | 9.04 | 7.84 |
Outstanding at end of period (in dollars per share) | $ 2.84 | $ 5.22 | $ 8.70 |
Share Based Compensation (Sch69
Share Based Compensation (Schedule of Adjusted EBITDA Vesting Awards Activity) (Details) - Adjusted EBITDA Based Performance - $ / shares | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted-Average Grant Date Fair Value | ||||
Outstanding at beginning of period (in shares) | 723,000 | 871,000 | 1,216,000 | |
Granted (in shares) | 1,215,704 | 1,058,000 | 0 | 142,238 |
Adjustment for performance results achieved (in shares) | (708,000) | 0 | 0 | |
Vested (in shares) | 0 | 0 | 0 | |
Forfeited (in shares) | (165,000) | (148,000) | (487,000) | |
Outstanding at end of period (in shares) | 1,216,000 | 908,000 | 723,000 | 871,000 |
Shares (thousands) | ||||
Granted (in dollars per share) | $ 1.30 | $ 0 | $ 6.33 | |
Adjustment for performance results achieved (in dollars per share) | 9.65 | 0 | 0 | |
Vested (in dollars per share) | 0 | 0 | 0 | |
Forfeited (in dollars per share) | 2.11 | 10.49 | 10.49 | |
Outstanding at end of period (in dollars per share) | $ 10.49 | $ 1.30 | $ 9.67 | $ 9.81 |
Share Based Compensation (Sch70
Share Based Compensation (Schedule of Stock Price Vesting Awards Activity) (Details) - Stock Price Vesting Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Shares (thousands) | |||
Outstanding at beginning of period (in shares) | 341,000 | 878,000 | 810,000 |
Granted (in shares) | 0 | 0 | 94,825 |
Adjustment for performance results achieved (in shares) | (189,000) | 0 | 0 |
Vested (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | (152,000) | (537,000) | (27,000) |
Outstanding at end of period (in shares) | 341,000 | 878,000 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 2.85 | $ 3.27 | $ 3.54 |
Granted (in dollars per share) | 0 | 0 | 1.08 |
Adjustment for performance results achieved (in dollars per share) | 2.30 | 0 | 0 |
Vested (in dollars per share) | 0 | 0 | 0 |
Forfeited (in dollars per share) | 3.54 | 3.54 | 3.54 |
Outstanding at end of period (in dollars per share) | $ 0 | $ 2.85 | $ 3.27 |
Share Based Compensation (Sch71
Share Based Compensation (Schedule of ROIC Vesting Awards) (Details) - ROIC Based Performance - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares (thousands) | ||
Outstanding at beginning of period (in shares) | 513,000 | 0 |
Granted (in shares) | 0 | 599,336 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | (103,000) | (86,000) |
Outstanding at end of period (in shares) | 410,000 | 513,000 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 3.65 | $ 0 |
Granted (in dollars per share) | 0 | 3.62 |
Vested (in dollars per share) | 0 | 0 |
Forfeited (in dollars per share) | 3.46 | 3.46 |
Outstanding at end of period (in dollars per share) | $ 3.70 | $ 3.65 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2018 | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Oct. 01, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 01, 2016 | Oct. 01, 2015 | Jul. 01, 2015 | Apr. 01, 2015 | Jan. 01, 2015 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Net loss per share available to common shareholders of Jason Industries: Basic and diluted (in dollars per share) | $ (0.32) | $ (3.15) | $ (3.53) | ||||||||||||||
Net loss available to common stockholders, basic (in dollars) | $ (8,261) | $ (70,835) | $ (78,058) | ||||||||||||||
Basic and diluted weighted-average shares outstanding (in shares) | 26,082,000 | 22,507,000 | 22,145,000 | ||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 20,086,000 | 23,497,000 | 23,262,000 | ||||||||||||||
Preferred stock, shares issued (in shares) | 49,665 | 45,899 | 899 | ||||||||||||||
Series A Preferred Stock | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | ||||||||||||||||
Preferred stock dividends, shares (in shares) | 968 | ||||||||||||||||
Preferred stock, shares issued (in shares) | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
Shares issued upon conversion (in shares) | 81.18 | ||||||||||||||||
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 | ||||||||||||||
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) | 3,858,000 | 3,656,000 | 3,653,000 | ||||||||||||||
Conversion of JPHI rollover shares convertible to Jason Industries common stock (2) | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 59,000 | 3,427,000 | 3,486,000 | ||||||||||||||
Restricted Stock Units | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 796,000 | 503,000 | 589,000 | ||||||||||||||
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) | 1,379,000 | 1,917,000 | 1,540,000 | ||||||||||||||
Subsequent Event | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Preferred stock, shares issued (in shares) | 968 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Contingency [Line Items] | ||||
Provisional tax benefit | $ 11,100 | |||
Undistributed earnings of foreign subsidiaries | 54,500 | |||
Provisional income tax expense | 5,300 | |||
Deferred tax assets, valuation allowance | 4,220 | $ 4,879 | ||
Unrecognized tax benefits | 1,916 | 1,881 | $ 2,928 | $ 2,743 |
Unrecognized tax benefits that would impact effective tax rate | 1,900 | 1,600 | $ 1,900 | |
Deferred tax liability, not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 1,700 | |||
Income tax benefit, decrease | $ 2,900 | |||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 27,600 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 102,900 | |||
Tax credit carryforward, amount | 1,000 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 16,900 |
Income Taxes (Source of Income
Income Taxes (Source of Income Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (27,919) | $ (93,639) | $ (126,334) |
Foreign | 13,062 | 9,290 | 14,478 |
Loss before income taxes | $ (14,857) | $ (84,349) | $ (111,856) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 208 | $ 0 | $ 161 |
State | (125) | 57 | 104 |
Foreign | 6,878 | 7,759 | 5,703 |
Total current income tax provision | 6,961 | 7,816 | 5,968 |
Deferred | |||
Federal | (14,864) | (9,059) | (24,548) |
State | (1,281) | (1,781) | (3,196) |
Foreign | (1,200) | (3,272) | (479) |
Total deferred income tax benefit | (17,345) | (14,112) | (28,223) |
Total income tax benefit | $ (10,384) | $ (6,296) | $ (22,255) |
Income Taxes (Effective Tax Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Tax at Federal statutory rate of 35% | 35.00% | 35.00% | 35.00% |
State taxes - net of Federal benefit | 7.70% | 1.50% | 2.70% |
Research and development incentives | 1.70% | 0.50% | 0.40% |
Foreign rate differential | 5.20% | 1.30% | 0.80% |
Valuation allowances | 5.00% | (1.80%) | 0.20% |
Change in foreign tax rates | (1.20%) | 0.60% | (1.00%) |
Decrease (increase) in tax reserves | (0.40%) | 1.00% | (0.20%) |
Stock compensation expense | (6.70%) | (0.60%) | (0.70%) |
U.S. taxation of foreign earnings | (10.20%) | (3.60%) | (0.50%) |
Non-deductible meals and entertainment | (0.30%) | (0.10%) | (0.10%) |
Nondeductible impairment charge | 0.00% | (25.70%) | (16.20%) |
Change in U.S. tax rate | 0.725 | 0 | 0 |
Transition tax on unremitted foreign earnings | (0.357) | 0 | 0 |
Other | (2.70%) | (0.60%) | (0.50%) |
Effective tax rate | 69.90% | 7.50% | 19.90% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Accrued expenses and reserves | $ 2,685 | $ 3,832 |
Postretirement and postemployment benefits | 1,702 | 2,662 |
Employee benefits | 3,476 | 2,844 |
Inventories | 1,392 | 2,710 |
Other assets | 1,868 | 3,310 |
Operating loss and credit carryforwards | 15,257 | 22,510 |
Gross deferred tax assets | 26,380 | 37,868 |
Less valuation allowance | (4,220) | (4,879) |
Deferred tax assets | 22,160 | 32,989 |
Deferred tax liabilities | ||
Property, plant and equipment | (15,670) | (25,854) |
Intangible assets and other liabilities | (28,912) | (46,376) |
Foreign investments | (1,688) | (2,109) |
Deferred tax liabilities | (46,270) | (74,339) |
Deferred income taxes | (25,699) | (42,608) |
Net deferred tax liability | (24,110) | (41,350) |
Other assets - net | ||
Deferred tax liabilities | ||
Other assets - net | 1,589 | 1,258 |
Deferred income taxes | ||
Deferred tax liabilities | ||
Deferred income taxes | $ (25,699) | $ (42,608) |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 1,881 | $ 2,928 | $ 2,743 |
Additions based on tax positions related to current year | 267 | 126 | |
Reductions based on tax positions related to current year | (28) | ||
Additions based on tax positions related to prior years | 0 | 0 | 55 |
Additions recognized in acquisition accounting | 0 | 0 | 323 |
Reductions in tax positions - settlements | 0 | 0 | (111) |
Reductions related to lapses of statute of limitations | (232) | (1,173) | (54) |
Balance at end of period | $ 1,916 | $ 1,881 | $ 2,928 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent | 50.00% | ||
Employer matching contribution, percent of match | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 2.1 | $ 2.4 | $ 1.7 |
Health care cost trend rate assumed for next fiscal year | 8.40% | 5.50% | |
Measurement period for assumptions | 5 years | ||
Rolling measurement period For assumptions | 15 years | ||
Effect of one percentage point increase on accumulated postretirement benefit obligation | $ 0.1 | ||
Effect of one percentage point decrease on accumulated postretirement benefit obligation | $ 0.1 | ||
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate | 1.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate | 3.00% | ||
Multiemployer Plans, Pension | Other Long-Term Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | $ 1.5 | $ 1.7 | |
Multiemployer Plans, Pension | Other Current Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | 0.2 | $ 0.2 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | 0.1 | ||
Expected contributions in current fiscal year | 0.8 | ||
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 0.1 |
Employee Benefit Plans (Schedul
Employee Benefit Plans (Schedule of Changes in Plan Assets and Funded Status) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Change in plan assets | |||
Fair value of plan assets at beginning of year | $ 15,598 | ||
Actual return on plan assets | 7 | ||
Fair value of plan assets at end of year | 17,501 | $ 15,598 | |
U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 10,605 | 10,626 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 10,626 | 10,824 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 393 | 425 | 410 |
Actuarial loss | 292 | 70 | |
Benefits paid | (706) | (693) | |
Other | 0 | 0 | |
Currency translation adjustment | 0 | 0 | |
Projected benefit obligation at end of year | 10,605 | 10,626 | 10,824 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 9,282 | 8,985 | |
Actual return on plan assets | 1,110 | 906 | |
Employer and employee contributions | 410 | 145 | |
Benefits paid | (706) | (693) | |
Other | (41) | (61) | |
Currency translation adjustment | 0 | 0 | |
Fair value of plan assets at end of year | 10,055 | 9,282 | 8,985 |
Funded Status | (550) | (1,344) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 1,935 | 1,409 | |
Other current liabilities | 0 | 0 | |
Other long-term liabilities | (2,485) | (2,753) | |
Net amount recognized | $ (550) | $ (1,344) | |
U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 3.33% | 3.71% | |
U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 3.45% | 3.90% | |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 15,054 | $ 13,162 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 13,532 | 12,988 | |
Service cost | 177 | 155 | 125 |
Interest cost | 312 | 391 | 384 |
Actuarial loss | 388 | 1,842 | |
Benefits paid | (502) | (506) | |
Other | 8 | 7 | |
Currency translation adjustment | 1,553 | (1,345) | |
Projected benefit obligation at end of year | 15,468 | 13,532 | 12,988 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 6,316 | 6,393 | |
Actual return on plan assets | 536 | 940 | |
Employer and employee contributions | 485 | 497 | |
Benefits paid | (506) | (510) | |
Other | 0 | 0 | |
Currency translation adjustment | 615 | (1,004) | |
Fair value of plan assets at end of year | 7,446 | 6,316 | $ 6,393 |
Funded Status | (8,022) | (7,216) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 0 | 0 | |
Other current liabilities | (78) | (65) | |
Other long-term liabilities | (7,944) | (7,151) | |
Net amount recognized | $ (8,022) | $ (7,216) | |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 1.80% | 1.70% | |
Rate of compensation increase | 2.00% | 2.00% | |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 2.40% | 2.60% | |
Rate of compensation increase | 3.70% | 3.90% |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Benefit Costs) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 393 | 425 | 410 |
Expected return on plan assets | (467) | (513) | (580) |
Amortization of actuarial loss | 14 | 27 | 0 |
Net periodic benefit cost | $ (60) | $ (61) | $ (170) |
Weighted-average assumptions | |||
Discount rates | 3.52% | ||
U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 3.71% | 3.87% | |
Expected long-term rates or return | 4.75% | 5.50% | 5.00% |
U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 3.90% | 4.15% | 3.75% |
Expected long-term rates or return | 6.50% | 7.00% | 8.00% |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 177 | $ 155 | $ 125 |
Interest cost | 312 | 391 | 384 |
Expected return on plan assets | (226) | (253) | (255) |
Amortization of actuarial loss | 41 | 7 | 0 |
Net periodic benefit cost | $ 304 | $ 300 | $ 254 |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 1.70% | 2.20% | 2.10% |
Rate of compensation increase | 2.00% | 2.00% | 2.00% |
Expected long-term rates or return | 3.50% | 4.00% | 3.90% |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 2.60% | 3.70% | 3.50% |
Rate of compensation increase | 3.90% | 3.60% | 3.70% |
Expected long-term rates or return | 4.00% | 4.20% | 4.50% |
Employee Benefit Plans (AOCI) (
Employee Benefit Plans (AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 2,099 | $ 1,994 | $ 1,364 |
Employee Benefit Plans (Asset A
Employee Benefit Plans (Asset Allocation) (Details) - Pension Plan | Dec. 31, 2017 | Dec. 31, 2016 |
Non-U.S. Plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 47.10% | 45.50% |
Non-U.S. Plans | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 49.30% | 50.70% |
Non-U.S. Plans | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 3.60% | 3.80% |
U.S. Plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 58.70% | 56.00% |
U.S. Plans | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 29.40% | 35.10% |
U.S. Plans | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 11.90% | 8.90% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Pension Plan Assets) (Details) - Pension Plan - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 17,501 | $ 15,598 |
Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 10,618 | 8,911 |
Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 6,630 | 6,461 |
Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 253 | 226 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 1,202 | 842 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 1,202 | 842 |
Cash and cash equivalents | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Cash and cash equivalents | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 3 | 3 |
Accrued dividends | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 3 | 3 |
Accrued dividends | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 9,413 | 8,066 |
Global equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 9,413 | 8,066 |
Global equities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 6,630 | 6,461 |
Fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 6,630 | 6,461 |
Fixed income securities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 253 | 226 |
Group annuity/insurance contracts | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 253 | $ 226 |
Employee Benefit Plans (Reconci
Employee Benefit Plans (Reconciliation of Changes in Plan Assets) (Details) - Pension Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Change in plan assets | |
Fair value of plan assets at beginning of year | $ 15,598 |
Actual return on plan assets | 7 |
Purchases, sales and settlements | 20 |
Fair value of plan assets at end of year | 17,501 |
Level 3 | |
Change in plan assets | |
Fair value of plan assets at beginning of year | 226 |
Fair value of plan assets at end of year | $ 253 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Benefit Payments) (Details) - Pension Plan $ in Thousands | Dec. 31, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | $ 1,219 |
2,019 | 1,218 |
2,020 | 1,362 |
2,021 | 1,315 |
2,022 | 1,281 |
2023-2027 | $ 6,821 |
Employee Benefit Plans (Postret
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 1,423 | $ 1,972 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 1,972 | 2,094 | |
Interest cost | 68 | 76 | $ 92 |
Actuarial gain | (483) | (37) | |
Benefits paid | (134) | (161) | |
Projected benefit obligation at end of year | 1,423 | 1,972 | $ 2,094 |
Change in plan assets | |||
Employer contributions | 134 | 161 | |
Benefits paid | (134) | (161) | |
Fair value of plan assets at end of year | 0 | 0 | |
Funded Status | $ (1,423) | $ (1,972) | |
Weighted-average assumptions | |||
Discount rates | 3.26% | 3.64% | |
Amounts recognized in the statement of financial position consist of: | |||
Other current liabilities | $ (142) | $ (208) | |
Other long-term liabilities | (1,281) | (1,764) | |
Net amount recognized | (1,423) | (1,972) | |
Pension Plan | |||
Change in plan assets | |||
Fair value of plan assets at end of year | $ 17,501 | $ 15,598 |
Employee Benefit Plans (Postr88
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance Components of Net Period Benefit Costs) (Details) - Other Postretirement Benefit Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 68 | $ 76 | $ 92 |
Amortization of the net (gain) loss from earlier periods | (18) | (13) | 1 |
Net periodic benefit cost | $ 50 | $ 63 | $ 93 |
Weighted-average assumptions | |||
Discount rates | 3.64% | 3.82% | 3.82% |
Employee Benefit Plans (Other P
Employee Benefit Plans (Other Postretirement Benefits AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized gain | $ (582) | $ (217) | $ (214) |
Employee Benefit Plans (Multi-e
Employee Benefit Plans (Multi-employer Estimated Projected Benefit Payments) (Details) - Other Postretirement Benefit Plan $ in Thousands | Dec. 31, 2017USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2,018 | $ 144 |
2,019 | 139 |
2,020 | 132 |
2,021 | 123 |
2,022 | 116 |
2023-2027 | $ 475 |
Business Segments, Geographic91
Business Segments, Geographic and Customer Information (Reportable Segments) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Net sales | $ 648,616 | $ 705,519 | $ 708,366 |
Finishing | |||
Segment Reporting Information [Line Items] | |||
Net sales | 200,284 | 196,883 | 191,394 |
Components | |||
Segment Reporting Information [Line Items] | |||
Net sales | 82,621 | 97,667 | 122,133 |
Seating | |||
Segment Reporting Information [Line Items] | |||
Net sales | 159,129 | 161,050 | 176,792 |
Acoustics | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 206,582 | $ 249,919 | $ 218,047 |
Business Segments, Geographic92
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense | $ (33,089) | $ (31,843) | $ (31,835) | |
Gain (loss) on debt extinguishment | $ (200) | 2,201 | 0 | 0 |
Depreciation and amortization | (38,934) | (44,041) | (45,248) | |
Impairment charges | 0 | (63,285) | (94,126) | |
Gain (loss) on disposal of property, plant and equipment - net | 759 | (880) | (109) | |
Restructuring | (4,266) | (7,232) | (3,800) | |
Transaction-related expenses | 0 | 0 | (886) | |
Corporate share based compensation (expense) income | (1,119) | 752 | (7,969) | |
Loss before income taxes | (14,857) | (84,349) | (111,856) | |
Operating Segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 81,238 | 81,773 | 94,023 | |
Interest expense | (1,370) | (1,561) | (1,870) | |
Gain (loss) on debt extinguishment | (182) | 0 | 0 | |
Depreciation and amortization | (38,577) | (43,697) | (44,938) | |
Impairment charges | 0 | (63,285) | (94,126) | |
Gain (loss) on disposal of property, plant and equipment - net | 759 | (869) | (109) | |
Loss on divestiture | (8,730) | 0 | 0 | |
Restructuring | (4,275) | (6,634) | (3,800) | |
Transaction-related expenses | 0 | 0 | (789) | |
Integration and other restructuring costs | 0 | (1,621) | (2,713) | |
Loss before income taxes | 28,863 | (35,894) | (54,322) | |
Operating Segments | Finishing | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 27,661 | 24,200 | 25,799 | |
Depreciation and amortization | (12,198) | (13,693) | (11,407) | |
Operating Segments | Components | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 9,888 | 14,249 | 20,943 | |
Depreciation and amortization | (7,821) | (9,827) | (8,587) | |
Operating Segments | Seating | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 16,348 | 16,122 | 19,766 | |
Depreciation and amortization | (8,435) | (8,894) | (13,693) | |
Operating Segments | Acoustics | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 27,341 | 27,202 | 27,515 | |
Depreciation and amortization | (10,123) | (11,283) | (11,251) | |
Corporate | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Corporate general and administrative expenses | (13,486) | (17,613) | (12,860) | |
Interest expense | (31,719) | (30,282) | (29,965) | |
Gain (loss) on debt extinguishment | 2,383 | 0 | 0 | |
Depreciation and amortization | (357) | (344) | (310) | |
Gain (loss) on disposal of property, plant and equipment - net | 0 | (11) | 0 | |
Restructuring | 9 | (598) | 0 | |
Transaction-related expenses | 0 | 0 | (97) | |
Integration and other restructuring costs | 569 | (359) | (6,333) | |
Corporate share based compensation (expense) income | $ (1,119) | $ 752 | $ (7,969) |
(Other Information by Segment)
(Other Information by Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 38,934 | $ 44,041 | $ 45,248 |
Capital expenditures | 15,873 | 19,780 | 32,786 |
Assets | 546,323 | 583,836 | |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 38,577 | 43,697 | 44,938 |
Assets | 559,145 | 591,953 | |
Operating Segments | Finishing | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 12,198 | 13,693 | 11,407 |
Capital expenditures | 5,247 | 5,943 | 9,090 |
Assets | 241,776 | 232,550 | |
Operating Segments | Components | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 7,821 | 9,827 | 8,587 |
Capital expenditures | 3,797 | 2,950 | 4,875 |
Assets | 72,724 | 81,450 | |
Operating Segments | Seating | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 8,435 | 8,894 | 13,693 |
Capital expenditures | 2,709 | 3,602 | 3,804 |
Assets | 99,155 | 105,184 | |
Operating Segments | Acoustics | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 10,123 | 11,283 | 11,251 |
Capital expenditures | 3,563 | 6,058 | 14,881 |
Assets | 145,490 | 172,769 | |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 357 | 344 | 310 |
Capital expenditures | 557 | 1,227 | $ 136 |
Corporate Reconciling Items And Eliminations | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ (12,822) | $ (8,117) |
Business Segments, Geographic94
Business Segments, Geographic and Customer Information (Geographical Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 648,616 | $ 705,519 | $ 708,366 |
Long-lived assets | 285,695 | 322,081 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 441,691 | 492,667 | 510,526 |
Long-lived assets | 197,174 | 219,591 | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 151,628 | 154,307 | 138,578 |
Long-lived assets | 70,797 | 84,638 | |
Mexico | |||
Segment Reporting Information [Line Items] | |||
Net sales | 50,080 | 49,594 | 48,242 |
Long-lived assets | 13,484 | 13,734 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Net sales | 5,217 | 8,951 | $ 11,020 |
Long-lived assets | $ 4,240 | $ 4,118 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2017USD ($)site | Dec. 31, 2016USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Number of sites with reserves for environmental matters | site | 1 | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 22, 2018shares | Jan. 23, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Subsequent Event [Line Items] | ||||
Preferred stock, shares outstanding (in shares) | 49,665 | 45,899 | ||
Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Exchange of common stock (in shares) | 1,395,640 | |||
Series A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Shares issued upon conversion (in shares) | 81.18 | |||
Series A Preferred Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Exchange of shares by noncontrolling owners (in shares) | 12,136 | |||
Conversion rate (in shares) | 115 | |||
Preferred stock, shares outstanding (in shares) | 37,529 |
Schedule II - Consolidated Va97
Schedule II - Consolidated Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 3,392 | $ 2,524 | $ 2,415 |
Charge to Costs and Expenses | 82 | 1,696 | 590 |
Utilization of Reserves | (634) | (783) | (374) |
Other | 119 | (45) | (107) |
Balance at end of year | 2,959 | 3,392 | 2,524 |
Deferred tax valuation allowances | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 4,879 | 3,703 | 3,898 |
Charge to Costs and Expenses | 283 | 1,469 | (243) |
Utilization of Reserves | (1,164) | 0 | 0 |
Other | 222 | (293) | 48 |
Balance at end of year | $ 4,220 | $ 4,879 | $ 3,703 |