Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 28, 2018 | Oct. 26, 2018 | |
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-Q | |
Document Period End Date | Sep. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 27,394,978 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Statement of Financial Position [Abstract] | ||||
Net sales | $ 145,295 | $ 155,430 | $ 480,973 | $ 503,100 |
Cost of goods sold | 116,818 | 123,457 | 379,702 | 400,874 |
Gross profit | 28,477 | 31,973 | 101,271 | 102,226 |
Selling and administrative expenses | 24,514 | 26,170 | 80,926 | 78,068 |
(Gain) loss on disposals of property, plant and equipment - net | (91) | (639) | 154 | (904) |
Restructuring | 1,185 | 1,772 | 3,251 | 2,996 |
Operating income | 2,869 | 4,670 | 16,940 | 22,066 |
Interest expense | (8,348) | (8,203) | (24,778) | (24,964) |
Gain on extinguishment of debt | 0 | 819 | 0 | 2,383 |
Equity income | 468 | 295 | 903 | 715 |
Loss on divestiture | 0 | (842) | 0 | (8,730) |
Other income - net | 51 | 58 | 606 | 261 |
Loss before income taxes | (4,960) | (3,203) | (6,329) | (8,269) |
Tax provision (benefit) | 552 | (1,602) | 589 | (1,438) |
Net loss | (5,512) | (1,601) | (6,918) | (6,831) |
Less net gain attributable to noncontrolling interests | 0 | 0 | 0 | 5 |
Net loss attributable to Jason Industries | (5,512) | (1,601) | (6,918) | (6,836) |
Redemption premium and accretion of dividends on preferred stock | 781 | 955 | 3,274 | 2,809 |
Net loss available to common shareholders of Jason Industries | $ (6,293) | $ (2,556) | $ (10,192) | $ (9,645) |
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.23) | $ (0.10) | $ (0.37) | $ (0.37) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 27,683 | 26,241 | 27,565 | 26,023 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,512) | $ (1,601) | $ (6,918) | $ (6,831) |
Other comprehensive (loss) income: | ||||
Employee retirement plan adjustments, net of tax | 4 | 15 | 13 | 45 |
Foreign currency translation adjustments | (879) | 2,257 | (3,473) | 9,283 |
Net change in unrealized gains (losses) on cash flow hedges, net of tax expense of $60, $198, $716, $174, respectively | 185 | 320 | 2,195 | 283 |
Total other comprehensive (loss) income | (690) | 2,592 | (1,265) | 9,611 |
Comprehensive (loss) income | (6,202) | 991 | (8,183) | 2,780 |
Less: Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 43 |
Comprehensive (loss) income attributable to Jason Industries | $ (6,202) | $ 991 | $ (8,183) | $ 2,737 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net change in unrealized gains (losses) on cash flow hedges, tax expense | $ 60 | $ 198 | $ 716 | $ 174 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 51,370 | $ 48,887 |
Accounts receivable - net of allowances for doubtful accounts of $2,441 at September 28, 2018 and $2,959 at December 31, 2017 | 73,341 | 68,626 |
Inventories - net | 65,473 | 70,819 |
Other current assets | 17,201 | 15,655 |
Total current assets | 207,385 | 203,987 |
Property, plant and equipment - net of accumulated depreciation of $106,156 at September 28, 2018 and $88,134 at December 31, 2017 | 141,021 | 154,196 |
Goodwill | 44,410 | 45,142 |
Other intangible assets - net | 119,646 | 131,499 |
Other assets - net | 14,080 | 11,499 |
Total assets | 526,542 | 546,323 |
Current liabilities | ||
Current portion of long-term debt | 6,634 | 9,704 |
Accounts payable | 52,704 | 53,668 |
Accrued compensation and employee benefits | 16,543 | 17,433 |
Accrued interest | 82 | 276 |
Other current liabilities | 15,525 | 19,806 |
Total current liabilities | 91,488 | 100,887 |
Long-term debt | 389,211 | 391,768 |
Deferred income taxes | 24,973 | 25,699 |
Other long-term liabilities | 21,272 | 22,285 |
Total liabilities | 526,944 | 540,639 |
Commitments and contingencies (Note 14) | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 39,818 shares issued and outstanding at September 28, 2018, including 778 shares declared on July 30, 2018 and issued on October 1, 2018, and 49,665 shares issued and outstanding at December 31, 2017, including 968 shares declared on November 28, 2017 and issued on January 1, 2018) | 39,818 | 49,665 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 27,394,978 shares at September 28, 2018 and 25,966,381 shares at December 31, 2017) | 3 | 3 |
Additional paid-in capital | 155,348 | 143,788 |
Retained deficit | (174,118) | (167,710) |
Accumulated other comprehensive loss | (21,453) | (20,062) |
Total shareholders’ (deficit) equity | (402) | 5,684 |
Total liabilities and shareholders’ (deficit) equity | $ 526,542 | $ 546,323 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 01, 2018 | Sep. 28, 2018 | Jul. 30, 2018 | Dec. 31, 2017 | Nov. 28, 2017 |
Allowance for doubtful accounts | $ 2,441 | $ 2,959 | |||
Accumulated depreciation | $ 106,156 | $ 88,134 | |||
Preferred stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||
Preferred stock, shares issued (in shares) | 39,818 | 49,665 | |||
Preferred stock, shares outstanding (in shares) | 39,818 | 49,665 | |||
Preferred stock, shares declared (in shares) | 778 | 968 | |||
Common stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | |||
Common stock, shares issued (in shares) | 27,394,978 | 25,966,381 | |||
Common stock, shares outstanding (in shares) | 27,394,978 | 25,966,381 | |||
Subsequent Event | |||||
Preferred stock, shares issued (in shares) | 778 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 28, 2018 | Sep. 29, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (6,918) | $ (6,831) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 20,415 | 19,874 |
Amortization of intangible assets | 11,242 | 9,365 |
Amortization of deferred financing costs and debt discount | 2,199 | 2,232 |
Equity income | (903) | (715) |
Deferred income taxes | (1,113) | (8,540) |
Loss (gain) on disposals of property, plant and equipment - net | 154 | (904) |
Gain on extinguishment of debt | 0 | (2,383) |
Loss on divestiture | 0 | 8,730 |
Transaction fees on divestiture | 0 | (932) |
Share-based compensation | 1,728 | 904 |
Net increase (decrease) in cash due to changes in: | ||
Accounts receivable | (5,155) | (332) |
Inventories | 4,368 | 3,958 |
Other current assets | 811 | 655 |
Accounts payable | (506) | (5,275) |
Accrued compensation and employee benefits | (689) | 7,647 |
Accrued interest | (194) | (80) |
Accrued income taxes | (3,548) | 2,061 |
Other - net | (1,876) | (4,954) |
Total adjustments | 26,933 | 31,311 |
Net cash provided by operating activities | 20,015 | 24,480 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment | 202 | 8,758 |
Payments for property, plant and equipment | (9,636) | (10,363) |
Proceeds from divestitures, net of cash divested and debt assumed by buyer | 0 | 7,883 |
Acquisitions of patents | (44) | (64) |
Net cash (used in) provided by investing activities | (9,478) | 6,214 |
Cash flows from financing activities | ||
Payments of deferred financing costs | (609) | 0 |
Payments of First and Second Lien term loans | (4,825) | (21,051) |
Proceeds from other long-term debt | 3,314 | 7,883 |
Payments of other long-term debt | (5,358) | (6,190) |
Other financing activities - net | (14) | (44) |
Net cash used in financing activities | (7,492) | (19,402) |
Effect of exchange rate changes on cash and cash equivalents | (562) | 1,599 |
Net increase in cash and cash equivalents | 2,483 | 12,891 |
Cash, cash equivalents and restricted cash, beginning of period | 48,887 | 40,861 |
Cash, cash equivalents and restricted cash, end of period | 51,370 | 53,752 |
Non-cash investing activities: | ||
Property, plant and equipment acquired through additional liabilities | 1,005 | 1,077 |
Non-cash financing activities: | ||
Non-cash preferred stock created from dividends declared | 2,289 | 2,798 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | |
Buyer assumption of debt balance from divestiture | 0 | 2,950 |
Shareholders’ (Deficit) Equity Attributable to Jason Industries, Inc. | ||
Cash flows from operating activities | ||
Net loss | (6,918) | (6,836) |
Non-cash financing activities: | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 62 |
Preferred Stock | ||
Non-cash financing activities: | ||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 12,136 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Shareholders’ (Deficit) Equity Attributable to Jason Industries, Inc. | Noncontrolling Interests |
Beginning balance at Dec. 31, 2016 | $ (3,142) | $ 45,899 | $ 2 | $ 144,666 | $ (163,232) | $ (30,372) | $ (3,037) | $ (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (11) | 2,798 | (2,809) | (11) | ||||
Share-based compensation | 904 | 904 | 904 | |||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (6,831) | (6,836) | (6,836) | 5 | ||||
Employee retirement plan adjustments, net of tax | 45 | 45 | 45 | |||||
Foreign currency translation adjustments | 9,283 | 9,247 | 9,247 | 36 | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 283 | 281 | 281 | 2 | ||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 1 | 1,821 | (1,884) | (62) | 62 | ||
Ending balance at Sep. 29, 2017 | 496 | 48,697 | 3 | 144,547 | (170,068) | (22,683) | 496 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative impact of accounting changes | 384 | 510 | (126) | 384 | ||||
Beginning balance at Dec. 31, 2017 | 5,684 | 49,665 | 3 | 143,788 | (167,710) | (20,062) | 5,684 | 0 |
Beginning balance at Dec. 31, 2017 | 5,684 | 49,665 | 3 | 143,788 | (167,710) | (20,062) | 5,684 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared | (8) | 2,289 | (2,297) | (8) | ||||
Share-based compensation | 1,728 | 1,728 | 1,728 | |||||
Tax withholding related to vesting of restricted stock units | (7) | (7) | (7) | |||||
Net loss | (6,918) | (6,918) | (6,918) | |||||
Employee retirement plan adjustments, net of tax | 13 | 13 | 13 | |||||
Foreign currency translation adjustments | (3,473) | (3,473) | (3,473) | |||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 2,195 | 2,195 | 2,195 | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | (12,136) | (12,136) | |||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |||||||
Ending balance at Sep. 28, 2018 | $ (402) | $ 39,818 | $ 3 | $ 155,348 | $ (174,118) | $ (21,453) | $ (402) | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 28, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Jason Industries, Inc. (“Jason Industries”), including its subsidiaries (collectively, the “Company”), is a global industrial manufacturing company with four reportable segments: finishing, components, seating, and acoustics. The segments have operations within the United States and 13 foreign countries. The 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 primarily for the automotive industry. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). The Company’s fiscal year ends on December 31 . Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1 , and the fourth quarter, which ends on December 31 . For 2018 , the Company’s fiscal quarters are comprised of the three months ending March 30 , June 29 , September 28 and December 31 . In 2017 , the Company’s fiscal quarters were comprised of the three months ended March 31 , June 30 , September 29 and December 31 . In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. Recently issued accounting standards Accounting standards adopted in the current fiscal year In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue From Contracts With Customers ” (“ASU 2014-09”). ASU 2014-09 outlined a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most previous revenue recognition guidance, including industry-specific guidance. See Note 2 , “ Net Sales ” for further discussion regarding the adoption of this standard. 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 requires 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. The Company adopted ASU 2016-16 effective January 1, 2018 on a modified retrospective basis. As a result of the adoption, the Company has recorded a decrease to the opening retained deficit of $0.3 million . In February 2018, the FASB issued ASU 2018-02, “ Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ” (“ASU 2018-02”). ASU 2018-02 allows for an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the comprehensive tax legislation signed into law on December 22, 2017 by the President of the United States, which is commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The updated guidance eliminates the stranded tax effects resulting from the Tax Reform Act for those entities that elect the optional reclassification and also requires certain disclosures about the stranded tax effects. ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The amendments in this update are effective either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company adopted ASU 2018-02 effective January 1, 2018. As a result of the adoption, the Company has recorded a decrease to the opening retained deficit of $0.1 million and an increase to the opening accumulated other comprehensive loss of $0.1 million . In March 2018, the FASB issued ASU 2018-05, “ Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ” (“ASU 2018-05”). ASU 2018-05 provides guidance for the recognition of provisional amounts in the condensed consolidated financial statements as a result of the Tax Reform Act. The guidance allows for a measurement period of up to one year from the December 22, 2017 enactment date to finalize the accounting related to the Tax Reform Act. ASU 2018-05 was effective upon issuance and accordingly, the Company has applied the guidance from this update within its condensed consolidated financial statements. See Note 10 , “ Income Taxes ” for further discussion regarding the Company’s application of this standard. In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ” (“ASU 2018-13”). ASU 2018-13 modifies certain disclosures on fair value measurements, such as eliminating disclosure requirements for transfers between Level 1 and Level 2 of the fair value hierarchy and an explanation for the transfer between levels and adding new disclosure requirements for Level 3 measurements. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-13 effective June 30, 2018. The adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements or the related fair value disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods 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. In 2018, the FASB has issued additional ASUs related to ASU 2016-02, which simplify and provide additional guidance to companies for implementation of the standard. ASU 2016-02 and related guidance are 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 either the beginning of the earliest period presented or the date of adoption, with certain practical expedients available. The Company intends to adopt the standard on January 1, 2019 and record the initial recognition and measurement of leases as of the adoption date. The Company is currently working on finalizing the inventory of lease contracts, implementing a lease contract accounting system, drafting lease accounting policies and procedures and researching certain technical accounting implications of the new standard, including the election of practical expedients related to the adoption of the new standard, discount rates and embedded lease contracts. The Company is still in the process of quantifying the impact of the standard on its inventory of lease contracts, however, this standard is expected to have a material impact on the condensed 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 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, with early adoption permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “ Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ” (“ASU 2018-14”). ASU 2018-14 modifies certain disclosure requirements for pension and other postretirement plans, such as eliminating disclosure requirements to disclose the amounts in accumulated other comprehensive loss expected to be recognized as a component of net periodic benefit cost over the next fiscal year and the impact that a 1% increase or decrease in the medical trend rate would have on the accumulated postretirement benefit obligation. The standard is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. As the scope of ASU 2018-14 is limited to only financial disclosure requirements, the standard will not have an impact on the Company’s condensed consolidated financial statements. The Company is currently assessing the impact that this standard will have on the employee benefit plan disclosures within the notes to condensed consolidated financial statements, as well as the planned timing of adoption. In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements, as well as the planned timing of adoption. |
Net Sales
Net Sales | 9 Months Ended |
Sep. 28, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | 2. Net Sales Adoption of ASU 2014-09, “ Revenue From Contracts With Customers ” On January 1, 2018, the Company adopted ASU 2014-09, “ Revenue From Contracts With Customers ” and all related amendments using the modified retrospective method. Subsequent to the date of adoption, the Company recognizes its revenue in accordance with Accounting Standard Codification ( “ ASC ” ) 606, “ Revenue From Contracts With Customers ” (“ASC 606”). Prior to January 1, 2018, the Company recognized revenue in accordance with ASC 605, “ Revenue Recognition ” and prior period results continue to be reported under the accounting standards in effect for those periods. The cumulative impact of adopting the new standard on the condensed consolidated financial statements was recorded as a decrease to the opening retained deficit of $0.1 million as of January 1, 2018. Revenue Recognition Under ASC 606, net sales are recognized when control of a performance obligation is transferred to the customer in an amount that reflects the consideration expected to be received in exchange for the transferred good or service. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods or delivery of the services. Amounts invoiced to customers related to shipping and handling are classified as net sales, while expenses for transportation of products to customers are recorded as a component of cost of goods sold on the condensed consolidated statement of operations. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from net sales. As of the contract inception date, the expected time between the completion of the performance obligation and the payment from the customer is less than a year, and as such there are no significant financing components in the consideration recognized and disclosures around unsatisfied performance obligations have been omitted. The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, discounts, and product returns, among others, which are recorded as a deduction to net sales at the time when control of a performance obligation is transferred to the customer. The majority of the Company ’ s contracts are for the sale of goods that qualify as separate performance obligations that are distinct from other goods or services provided in the same contract. Transaction price inclusive of estimated variable consideration is allocated to separate performance obligations based on their relative standalone selling prices using observable inputs. When observable inputs are not available, the Company estimates stand alone selling price using cost plus a reasonable margin approach. Contracts entered into with the same customer at or near the same time are combined into a single contract if they represent a single commercial objective, if payment of consideration in one contract is dependent on performance of the other contract, or if promises in different contracts constitute a single performance obligation. For the limited contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products transferred to customers at a point in time accounted for more than 99% of net sales for both the three and nine months ended September 28, 2018 . The Company recognizes revenue over time for certain production parts with minimum stocking agreements in the finishing business 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 based on the output method of goods produced. Revenue from products transferred to customers over time accounted for less than 1% of net sales for both the three and nine months ended September 28, 2018 . The Company provides industry standard assurance-type warranties which ensure that the manufactured products comply with agreed upon specifications with the customers and do not represent a separate performance obligation with the customer. Warranty based accruals are established under ASC 460, “ Guarantees ”, based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. Revenue Disaggregation The finishing segment operates principally as a provider of industrial brushes, polishing buffs and compounds, and abrasive products that are used in a broad range of industrial and infrastructure applications.The components segment operates principally as a component Original Equipment Manufacturer (“OEM”) within the rail and general industrial markets. The Company typically sells products within these businesses under purchase orders through both direct to customer and distribution sales channels. The Company generally transfers control and recognizes net sales when the product is shipped to the customer. Within the finishing business, there are certain custom products for customers with minimum stocking agreements for which the Company recognizes net sales over time. Revenue from products transferred to customers over time accounted for less than 1% of finishing net sales for both the three and nine months ended September 28, 2018 . The seating segment operates principally as a seating OEM within the motorcycle, lawn and turf care, industrial, agriculture, construction, and power sports markets. The acoustics segment operates principally as an automotive OEM Tier-1 and Tier-2 supplier. The products in these businesses are generally custom products sold direct to customers that are awarded by platform to a sole supplier for the life of the platform which can span several years. The Company transfers control and recognizes net sales at a point in time upon shipment to the customer for these contracts. The Company disaggregates net sales by geography based on the country of origin of the final sale with the external customer, which in certain cases may be manufactured in other countries at facilities within the Company’s global network. The following table summarizes net sales disaggregated by geography and reportable segment: Three Months Ended September 28, 2018 Finishing Components Seating Acoustics Total United States $ 16,868 $ 21,404 $ 33,495 $ 28,453 $ 100,220 Europe 30,749 — 1,114 — 31,863 Mexico 2,453 — — 9,813 12,266 Other 946 — — — 946 Total $ 51,016 $ 21,404 $ 34,609 $ 38,266 $ 145,295 Nine Months Ended September 28, 2018 Finishing Components Seating Acoustics Total United States $ 52,649 $ 68,356 $ 121,891 $ 96,297 $ 339,193 Europe 98,304 — 4,745 — 103,049 Mexico 6,523 — — 29,236 35,759 Other 2,972 — — — 2,972 Total $ 160,448 $ 68,356 $ 126,636 $ 125,533 $ 480,973 The Company disaggregates net sales by sales channel as either direct or distribution net sales. Direct net sales are defined as net sales ordered by and sold directly to the end customer without the involvement of a third party. For our OEM customers, direct sales include certain spare parts and accessories which are intended for resale to end consumers. Distribution net sales are defined as net sales ordered by and sold to a third party that intends to resell the products to the end consumer. The following table summarizes net sales disaggregated by sales channel and reportable segment: Three Months Ended September 28, 2018 Finishing Components Seating Acoustics Total Direct $ 27,175 $ 20,691 $ 33,071 $ 38,266 $ 119,203 Distribution 23,841 713 1,538 — 26,092 Total $ 51,016 $ 21,404 $ 34,609 $ 38,266 $ 145,295 Nine Months Ended September 28, 2018 Finishing Components Seating Acoustics Total Direct $ 87,387 $ 66,263 $ 123,153 $ 125,533 $ 402,336 Distribution 73,061 2,093 3,483 — 78,637 Total $ 160,448 $ 68,356 $ 126,636 $ 125,533 $ 480,973 |
Divestiture
Divestiture | 9 Months Ended |
Sep. 28, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | 3. Divestiture On August 30, 2017, the Company completed the divestiture of Acoustics Europe for a net purchase price of $ 8.1 million , which 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, of which $7.9 million was recorded in the second quarter of 2017 when the business was classified as held for sale and written down to estimated fair value less costs to sell and $0.8 million was recorded in the third quarter of 2017 based on changes in the net assets of the business and additional foreign currency translation adjustments upon closing of the divestiture. Through August 30, 2017, the date of closing, Acoustics Europe had net sales of $5.9 million and $22.9 million for the three and nine months ended September 29, 2017, respectively. The Company determined that the divestiture did not represent a strategic shift that would have a major effect on the Company’s operations and financial results and as such, has continued to report the results of Acoustics Europe within continuing operations in the condensed consolidated statements of operations. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 28, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 4. Restructuring Costs On March 1, 2016, as part of a strategic review of organizational structure and operations, the Company announced a global cost reduction and restructuring program (the “2016 program”). The 2016 program, as used herein, refers to costs related to various restructuring activities across business segments. This includes entering into severance and termination agreements with employees and footprint rationalization activities, including exit and relocation costs for the consolidation and closure of plant facilities and lease termination costs. These activities were ongoing throughout the fiscal years ended 2016 and 2017 and the nine months ended September 28, 2018 and are expected to be completed by the end of 2019. The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The other costs incurred under the 2016 program for the nine months ended September 28, 2018 primarily include charges related to the consolidation of two U.S. plants within the components segment and the consolidation of two U.S. plants within the acoustics segment, partially offset by a reduction in expense as a result of the statute of limitations expiring on unasserted employment matter claims in Brazil within the finishing segment. The other costs incurred under the 2016 program for the nine months ended September 29, 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment, exit costs related to the wind down of the finishing segment’s facility in Brazil and the consolidation of two U.S. plants within the finishing segment. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $15.3 million under the 2016 program. Restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - three months ended September 28, 2018: Severance costs $ (7 ) $ 48 $ 33 $ 34 $ — $ 108 Lease termination costs (25 ) — — — — (25 ) Other costs 219 — 30 853 — 1,102 Total $ 187 $ 48 $ 63 $ 887 $ — $ 1,185 Restructuring charges - nine months ended September 28, 2018: Severance costs $ 12 $ 212 $ 177 $ 138 $ — $ 539 Lease termination costs 10 — — — — 10 Other costs 94 710 30 1,868 — 2,702 Total $ 116 $ 922 $ 207 $ 2,006 $ — $ 3,251 Restructuring charges - three months ended September 29, 2017: Severance costs $ 384 $ 58 $ — $ 3 $ — $ 445 Lease termination costs (20 ) — — 61 — 41 Other costs 563 715 — 8 — 1,286 Total $ 927 $ 773 $ — $ 72 $ — $ 1,772 Restructuring charges - nine months ended September 29, 2017: Severance costs $ 645 $ 58 $ (17 ) $ 31 $ (9 ) $ 708 Lease termination costs 5 — — 172 — 177 Other costs 785 1,189 — 137 — 2,111 Total $ 1,435 $ 1,247 $ (17 ) $ 340 $ (9 ) $ 2,996 The following table presents the cumulative restructuring costs recognized by the Company under the 2016 program by reportable segment. The 2016 program began in the first quarter of 2016 and as such, the cumulative restructuring charges represent the cumulative charges incurred since the inception of the 2016 program through September 28, 2018 . 2016 Program Finishing Components Seating Acoustics Corporate Total Cumulative restructuring charges - period ended September 28, 2018: Severance costs $ 4,477 $ 648 $ 236 $ 1,077 $ 588 $ 7,026 Lease termination costs 442 — — 172 — 614 Other costs 2,332 2,500 30 2,247 — 7,109 Total $ 7,251 $ 3,148 $ 266 $ 3,496 $ 588 $ 14,749 The following table represents the restructuring liabilities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Current period restructuring charges 539 10 2,702 3,251 Cash payments (954 ) (70 ) (3,268 ) (4,292 ) Foreign currency translation adjustments (33 ) (2 ) (43 ) (78 ) Balance - September 28, 2018 $ 459 $ 14 $ 470 $ 943 Severance costs Lease termination costs Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 708 177 2,111 2,996 Cash payments (1,180 ) (483 ) (2,381 ) (4,044 ) Foreign currency translations adjustments 40 10 18 68 Balance - September 29, 2017 $ 849 $ 37 $ 833 $ 1,719 At September 28, 2018 and December 31, 2017 , the restructuring liabilities were classified as other current liabilities on the condensed consolidated balance sheets. At September 28, 2018 the accrual for other costs primarily relates to the consolidation of two U.S. plants within the acoustics segment. At December 31, 2017 , the accrual for other costs primarily relates to a loss contingency for certain employment matter claims within the finishing segment. |
Inventories
Inventories | 9 Months Ended |
Sep. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following: September 28, 2018 December 31, 2017 Raw material $ 33,251 $ 35,925 Work-in-process 4,278 4,375 Finished goods 27,944 30,519 Total inventories $ 65,473 $ 70,819 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, were as follows: Balance as of December 31, 2017 $ 45,142 Foreign currency impact (732 ) Balance as of September 28, 2018 $ 44,410 The Company’s other intangible assets - net consisted of the following: September 28, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,020 $ (931 ) $ 1,089 $ 1,985 $ (671 ) $ 1,314 Customer relationships 109,677 (32,705 ) 76,972 110,210 (24,775 ) 85,435 Trademarks and other intangibles 57,039 (15,454 ) 41,585 57,373 (12,623 ) 44,750 Total other intangible assets - net $ 168,736 $ (49,090 ) $ 119,646 $ 169,568 $ (38,069 ) $ 131,499 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 9 Months Ended |
Sep. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 7. Debt and Hedging Instruments The Company’s debt consisted of the following: September 28, 2018 December 31, 2017 First Lien Term Loans $ 293,315 $ 298,018 Second Lien Term Loans 89,887 90,007 Debt discount on Term Loans (2,898 ) (3,602 ) Deferred financing costs on Term Loans (4,426 ) (5,586 ) Foreign debt 19,349 21,795 Capital lease obligations 618 840 Total debt 395,845 401,472 Less: Current portion (6,634 ) (9,704 ) Total long-term debt $ 389,211 $ 391,768 Senior Secured Credit Facilities As of September 28, 2018 , the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) included (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing June 30, 2021, of which $293.3 million is outstanding, (ii) term loans in an aggregate principal amount of $110.0 million (“Second Lien Term Loans”) maturing June 30, 2022, of which $89.9 million is outstanding, and (iii) a revolving loan of up to $34.3 million (“Revolving Credit Facility”) maturing June 30, 2020. During the second quarter of 2018, the Company amended its Revolving Credit Facility to extend the maturity date to June 30, 2020. The amendment reduced the borrowing capacity from $40.0 million to $34.3 million until June 30, 2019, and thereafter, $30.0 million until June 30, 2020. In connection with the amendment, the Company paid deferred financing costs of $0.6 million which have been recorded within other assets - net within the condensed consolidated balance sheets. The principal amount of the First Lien Term Loans amortizes in quarterly installments equal to $0.8 million , with the balance payable at maturity. At the Company’s election, the interest rate per annum applicable to the loans under the Senior Secured Credit Facilities is based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the administrative agent’s prime rate, (b) the federal funds effective rate plus 0.50% or (c) the Eurocurrency rate applicable for an interest period of one month plus 1.00% , plus an applicable margin equal to (x) 3.50% in the case of the First Lien Term Loans, (y) 2.25% in the case of the Revolving Credit Facility or (z) 7.00% in the case of the Second Lien Term Loans or (ii) a Eurocurrency rate determined by reference to the London Interbank Offered Rate (“LIBOR”), adjusted for statutory reserve requirements, plus an applicable margin equal to (x) 4.50% in the case of the First Lien Term Loans, (y) 3.25% in the case of the Revolving Credit Facility or (z) 8.00% in the case of the Second Lien Term Loans. Borrowings are subject to a floor of 1.00% in the case of Eurocurrency loans. The applicable margin for loans under the Revolving Credit Facility may be subject to adjustment based upon Jason Incorporated’s (an indirect wholly-owned subsidiary of the Company) consolidated first lien net leverage ratio. Under the Revolving Credit Facility, if the aggregate outstanding amount of all Revolving Loans, swingline loans and certain letter of credit obligations exceeds $10.0 million at the end of any fiscal quarter, Jason Incorporated and its restricted subsidiaries will be required to not exceed a consolidated first lien net leverage ratio, currently specified at 4.50 to 1.00 , with a decrease to 4.25 to 1.00 on December 31, 2019 and remaining at that level thereafter. If such outstanding amounts do not exceed $10.0 million at the end of any fiscal quarter, no financial covenants are applicable. At September 28, 2018 , the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 6.9% and 10.4% , respectively. At September 28, 2018 , the Company had a total of $28.6 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $5.7 million , which reduce availability under the facility. Under the Senior Secured Credit Facilities, the Company is subject to mandatory prepayments if certain requirements are met. The mandatory prepayment is in excess of regular current installments due. At December 31, 2017 , a mandatory excess cash flow prepayment of $2.5 million under the Senior Secured Credit Facilities was included within the current portion of long-term debt in the condensed consolidated balance sheets. This mandatory prepayment of $2.5 million was paid on April 6, 2018 . During the three months ended September 29, 2017 , the Company repurchased $ 12.0 million of Second Lien Term Loans for $ 10.7 million . In connection with the repurchase, the Company wrote off $ 0.2 million of previously unamortized debt discount and $ 0.3 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $0.8 million which has been recorded within the condensed consolidated statements of operations. During the nine months ended September 29, 2017 , the Company repurchased $ 20.0 million of Second Lien Term Loans for $ 16.8 million . In connection with the repurchase, the Company wrote off $ 0.4 million of previously unamortized debt discount and $ 0.4 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $2.4 million which has been recorded within the condensed consolidated statements of operations. Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 28, 2018 December 31, 2017 Germany $ 16,454 $ 18,003 Mexico 2,286 3,179 India 536 599 Other 73 14 Total foreign debt $ 19,349 $ 21,795 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $9.8 million and $0.1 million to $11.2 million as of September 28, 2018 and December 31, 2017 , respectively. Certain of the Company’s foreign borrowings contain financial covenants requiring maintenance of a minimum equity ratio and/or maximum leverage ratio, among others. The Company was in compliance with these covenants as of September 28, 2018 . The foreign debt obligations in Germany primarily relate to term loans of $15.8 million at September 28, 2018 and $18.0 million at December 31, 2017 . 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 . At September 29, 2017 , the Company recorded $2.4 million of cash received from the sale of Acoustics Europe and held in Germany as restricted cash within other assets - net on the condensed consolidated balance sheets due to certain restrictions within our foreign debt agreements. In the fourth quarter of 2017, the Company utilized the $2.4 million of restricted cash to retire debt in Germany. At September 28, 2018 and December 31, 2017 , the Company had no restricted cash on the condensed consolidated balance sheets. Interest Rate Hedge Contracts The Company is exposed to certain financial risks relating to fluctuations in interest rates. To manage exposure to such fluctuations, the Company entered into forward starting interest rate swap agreements (“Swaps”) in 2015 with notional values totaling $210.0 million at both September 28, 2018 and December 31, 2017 . The Swaps have been designated by the Company as cash flow hedges, and effectively fix the variable portion of interest rates on variable rate term loan borrowings at a rate of approximately 2.08% prior to financing spreads and related fees. The Swaps had a forward start date of December 30, 2016 and have an expiration date of June 30, 2020. As such, the Company began recognizing interest expense related to the interest rate hedge contracts in the first quarter of 2017. For the nine months ended September 28, 2018 and September 29, 2017 , the Company recognized $0.1 million of interest income and $1.5 million of interest expense, respectively, related to the Swaps. Based on current interest rates, the Company expects to recognize interest income of $0.7 million related to the Swaps in the next 12 months. The fair values of the Company’s Swaps are recorded on the condensed consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The fair value of the Swaps was $3.0 million at September 28, 2018 and $0.1 million at December 31, 2017 , respectively. See the amounts recorded on the condensed consolidated balance sheets within the table below: September 28, 2018 December 31, 2017 Interest rate swaps: Recorded in other current assets $ 1,375 $ — Recorded in other assets - net 1,615 537 Recorded in other current liabilities — (458 ) Total net asset derivatives designated as hedging instruments $ 2,990 $ 79 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 8. Share-Based Compensation In 2014, the Company’s Board of Directors approved 3,473,435 shares of common stock to be reserved and authorized for issuance under the 2014 Omnibus Incentive Plan (the “2014 Plan”) to certain executive officers, senior management employees, and members of the Board of Directors. On February 27, 2018, the Company’s Board of Directors unanimously approved an amendment to the 2014 Plan to increase the number of authorized shares of common stock by 4,000,000 shares. At September 28, 2018 , there were 2,236,714 shares of common stock that remained authorized and available for future grants. The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock units (“RSUs”) and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. Share-based compensation expense is reported in selling and administrative expenses in the Company’s condensed consolidated statements of operations. The Company recognized the following share-based compensation expense: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Restricted stock units $ 834 $ 132 $ 1,402 $ 796 Adjusted EBITDA vesting awards 110 99 326 99 Stock price vesting awards — — — 9 Total share-based compensation expense $ 944 $ 231 $ 1,728 $ 904 Total income tax benefit recognized $ 234 $ 88 $ 428 $ 345 As of September 28, 2018 , total unrecognized compensation cost related to share-based compensation awards was approximately $6.5 million , which the Company expects to recognize over a weighted average period of approximately 2.2 years . The following table sets forth the restricted and performance share unit activity: Performance Share Units Restricted Stock Units Adjusted EBITDA Vesting Awards ROIC Vesting Awards Units (thousands) Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2017 1,033 $ 2.84 908 $ 1.30 410 $ 3.70 Granted 2,141 2.95 — — — — Issued (36 ) 3.72 — — — — Forfeited (13 ) 3.02 — — (12 ) 3.46 Outstanding at September 28, 2018 3,125 $ 2.90 908 $ 1.30 398 $ 3.71 Restricted Stock Units As of September 28, 2018 , there was $5.8 million of unrecognized share-based compensation expense related to 2,837,044 RSU awards, with a weighted-average grant date fair value of $2.65 , that are expected to vest over a weighted-average period of 2.2 years . Included within the 3,125,498 RSU awards outstanding as of September 28, 2018 are 288,454 RSU awards for members of our Board of Directors which have vested and issuance of the shares has been deferred, with a weighted-average grant date fair value of $5.41 . In connection with the vesting of RSUs previously granted by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the nine months ended September 28, 2018 and September 29, 2017 , there were 2,837 and 25,532 shares, respectively, withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying condensed consolidated statements of shareholders’ (deficit) equity. Performance Share Units Adjusted EBITDA Vesting Awards - 2017 Grant In the third quarter of 2017, the Company granted performance share unit awards based on achievement of an Adjusted EBITDA performance target during a three year measurement period ending March 30, 2020. Performance share unit awards based on Adjusted EBITDA performance metrics are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 100% depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of approximately three years. Compensation expense of the Adjusted EBITDA based performance share unit awards is currently being recognized related to an estimated payout of 100% of target, or 907,505 shares. As of September 28, 2018 , there was $0.7 million of unrecognized compensation expense related to cumulative Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 1.5 years . ROIC Vesting Awards During the fourth quarter of 2016, the Company lowered its estimated vesting of ROIC (return on invested capital) based performance share unit awards with a three year measurement period ending on December 31, 2018 from 100% of target, or 265,068 shares, to an estimated payout of 0% of target or 0 shares. As of September 28, 2018 , there was no unrecognized compensation expense related to ROIC based vesting performance share unit awards expected to be recognized in subsequent periods. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 9. Earnings per Share Basic income (loss) per share is calculated by dividing net income (loss) attributable to Jason Industries’ common shareholders by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including public warrants, RSUs, performance share units, convertible preferred stock, and certain “Rollover Shares” of JPHI Holdings Inc. (“JPHI”), a majority owned subsidiary of the Company until the first quarter of 2017 (and now a wholly owned subsidiary), convertible into shares of Jason Industries. Such Rollover Shares were contributed by former owners and management of Jason Partners Holdings Inc. prior to the Company’s acquisition of JPHI. Public warrants (“warrants”) consist of warrants to purchase shares of Jason Industries common stock which are quoted on Nasdaq under the symbol “JASNW.” The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares are as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.23 ) $ (0.10 ) $ (0.37 ) $ (0.37 ) Numerator: Net loss available to common shareholders of Jason Industries $ (6,293 ) $ (2,556 ) $ (10,192 ) $ (9,645 ) Denominator: Basic and diluted weighted-average shares outstanding 27,683 26,241 27,565 26,023 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,212 3,889 3,222 3,815 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — — — 79 Restricted stock units 3,119 1,041 2,052 712 Performance share units 1,305 1,343 1,309 1,395 Total 21,630 20,267 20,577 19,995 (1) Each outstanding warrant entitles the holder to purchase one share of the Company’s common stock at a price of $12.00 per share. The warrants expire on June 30, 2019. (2) Includes the impact of 778 additional Series A Preferred Stock shares from a stock dividend declared on July 30, 2018 to be paid in additional shares of Series A Preferred Stock on October 1, 2018 . The Company included the preferred stock within the condensed consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each preferred share. (3) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the first quarter of 2017. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses available to the Company’s common shareholders for each of the periods presented, potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method, in accordance with ASC Topic 260. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes At the end of each three month period, the Company estimates a base effective tax rate expected for the full year based on the most recent forecast of its pre-tax income (loss), permanent book and tax differences, and global tax planning strategies. The Company uses this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their related tax effects. The Company records the tax effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their tax effects in the period in which they occur. On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The Tax Reform Act significantly changed U.S. tax law by lowering corporate income tax rates, implementing a territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings of foreign subsidiaries, among others. The Tax Reform Act also added many new provisions including changes to bonus depreciation and the deductions for executive compensation and interest expense. 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 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. We are currently analyzing these additional provisions of the Tax Reform Act that came 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 GILTI provisions, 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. While the Company has not completed its analysis of all provisions of the Tax Reform Act, the Company has included an estimate of the amount of GILTI, deductible interest expense and limitations on the deductibility of certain executive compensation in its estimated annual base effective tax rate for the year ended December 31, 2018. In March 2018, the FASB issued ASU 2018-05 to address the application of 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 September 28, 2018 and has recognized the provisional tax impacts related to deemed repatriated earnings and included these amounts in its condensed consolidated financial statements for both the three and nine months ended September 28, 2018 . 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 ASU 2018-05. The effective tax rate was (11.1)% and 50.0% for the three months ended September 28, 2018 and September 29, 2017 , respectively. The effective tax rate was (9.3)% and 17.4% for the nine months ended September 28, 2018 and September 29, 2017 , respectively. The effective income tax rate for both 2018 and 2017 reflects the amount of taxable income or loss at the U.S. Federal statutory rate, taxable earnings or losses derived in foreign jurisdictions with tax rates that differ from the U.S. Federal statutory rate, and discrete items. The net discrete tax benefit was $0.3 million and $0.8 million for the three and nine months ended September 28, 2018 , respectively. The net discrete provision was $0.6 million and $0 million for the three and nine months ended September 29, 2017 , respectively. The amount of gross unrecognized tax benefits was $1.9 million as of September 28, 2018 and December 31, 2017 , all of which would reduce the Company’s effective tax rate if recognized. During the next twelve months, the Company believes it is reasonably possible that the total amount of unrecognized tax benefits could stay the same. The Company recognizes interest and penalties related to tax matters in its tax provision. The Company has an immaterial amount of accrued interest and penalties that were recognized as a component of the income tax provision as of September 28, 2018 and December 31, 2017 . 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 subsidiaries. As of September 28, 2018 , the Company has recognized a deferred tax liability of $1.5 million on the undistributed earnings of its wholly-owned foreign subsidiaries. This amount is considered provisional pursuant to ASU 2018-05. The Company continues to evaluate the impact of the Tax Reform Act on its undistributed foreign earnings and profits. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 9 Months Ended |
Sep. 28, 2018 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | 11. Shareholders ’ (Deficit) Equity The changes in the components of accumulated other comprehensive loss, net of taxes, for the nine months ended September 28, 2018 and September 29, 2017 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at December 31, 2017 $ (1,517 ) $ (18,596 ) $ 51 $ (20,062 ) Cumulative impact of accounting changes (137 ) — 11 (126 ) Other comprehensive (loss) income before reclassifications — (3,473 ) 2,237 (1,236 ) Amounts reclassified from accumulated other comprehensive loss 13 — (42 ) (29 ) Balance at September 28, 2018 $ (1,641 ) $ (22,069 ) $ 2,257 $ (21,453 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777 ) $ (27,404 ) $ (1,191 ) $ (30,372 ) Other comprehensive income (loss) before reclassifications — 10,135 (633 ) 9,502 Amounts reclassified from accumulated other comprehensive loss 45 (888 ) 914 71 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at September 29, 2017 $ (1,845 ) $ (19,855 ) $ (983 ) $ (22,683 ) Series A Preferred Stock Dividends The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the nine months ended September 28, 2018 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2018 November 15, 2017 $20.00 $974 968 April 1, 2018 February 15, 2018 $20.00 $751 748 July 1, 2018 May 15, 2018 $20.00 $766 763 On July 30, 2018 , the Company declared a $20.00 per share dividend on its Series A Preferred Stock to be paid in additional shares of Series A Preferred Stock on October 1, 2018 to holders of record on August 15, 2018 . As of September 28, 2018 , the Company has recorded the 778 additional Series A Preferred Stock shares declared for the dividend of $0.8 million within preferred stock in the condensed consolidated balance sheets. Exchange of 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 the Company’s common stock, a conversion rate of 115 shares of 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 par value of the Company’s common stock issued in the exchange was recorded as an increase to additional paid-in capital on the condensed consolidated balance sheets. The fair value of the redemption premium, represented by the excess of the exchange conversion rate over the agreement conversion rate, was recorded as a reduction to net loss available to common shareholders of Jason Industries within the condensed consolidated statements of operations. |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 9 Months Ended |
Sep. 28, 2018 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 12. Business Segments, Geographic and Customer Information The Company’s business activities are organized into reportable segments based on their similar economic characteristics, products, production processes, types of customers and distribution methods. The Company has four reportable segments: finishing, components, seating and acoustics. Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Finishing $ 51,016 $ 51,065 $ 160,448 $ 150,298 Components 21,404 19,945 68,356 62,775 Seating 34,609 32,963 126,636 125,257 Acoustics 38,266 51,457 125,533 164,770 Net Sales $ 145,295 $ 155,430 $ 480,973 $ 503,100 The Company uses “Adjusted EBITDA” as the primary measure of profit or loss for the purposes of assessing the operating performance of its segments. The Company defines EBITDA as net income (loss) before interest expense, tax provision (benefit), depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, excluding the impact of operational restructuring charges and non-cash or non-operational losses or gains, including goodwill and long-lived asset impairment charges, gains or losses on disposal of property, plant and equipment, 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, marketing, accounting, auditing and legal fees and certain other expenses are kept within the corporate results and are not allocated to the business segments. Shared expenses across the Company that directly relate to the performance of our four reportable segments are allocated to the segments. Adjusted EBITDA is used to facilitate a comparison of the Company’s operating performance on a consistent basis from period to period and to analyze the factors and trends affecting its segments. The Company’s internal plans, budgets and forecasts use Adjusted EBITDA as a key metric. In addition, this measure is used to evaluate its operating performance and segment operating performance and to determine the level of incentive compensation paid to its employees. As the Company uses Adjusted EBITDA as its primary measure of segment performance, GAAP on segment reporting requires the Company to include this measure in its discussion of segment operating results. The Company must also reconcile Adjusted EBITDA to operating results presented on a GAAP basis. Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated loss before taxes: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Segment Adjusted EBITDA Finishing $ 7,579 $ 7,503 $ 23,815 $ 21,894 Components 2,563 2,445 9,196 7,616 Seating 3,588 2,621 16,391 14,048 Acoustics 4,465 6,640 16,287 21,344 Total segment Adjusted EBITDA $ 18,195 $ 19,209 $ 65,689 $ 64,902 Interest expense (234 ) (367 ) (725 ) (1,073 ) Depreciation and amortization (9,694 ) (9,660 ) (31,337 ) (28,982 ) Gain (loss) on disposal of property, plant and equipment - net 91 639 (154 ) 904 Loss on divestiture — (842 ) — (8,730 ) Restructuring (1,185 ) (1,772 ) (3,251 ) (3,005 ) Integration and other restructuring costs — — (1,068 ) — Total segment income before income taxes 7,173 7,207 29,154 24,016 Corporate general and administrative expenses (2,965 ) (3,073 ) (9,382 ) (9,625 ) Corporate interest expense (8,114 ) (7,836 ) (24,053 ) (23,891 ) Corporate gain on extinguishment of debt — 819 — 2,383 Corporate depreciation (110 ) (89 ) (320 ) (257 ) Corporate restructuring — — — 9 Corporate share-based compensation (944 ) (231 ) (1,728 ) (904 ) Loss before income taxes $ (4,960 ) $ (3,203 ) $ (6,329 ) $ (8,269 ) Assets held by reportable segments were as follows: September 28, 2018 December 31, 2017 Finishing $ 242,477 $ 241,776 Components 62,506 72,724 Seating 95,759 99,155 Acoustics 138,830 145,490 Total segments 539,572 559,145 Corporate and eliminations (13,030 ) (12,822 ) Consolidated total assets $ 526,542 $ 546,323 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Fair value of financial instruments Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $401.1 million at September 28, 2018 and $398.4 million at December 31, 2017 . The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 28, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation Matters In the third quarter of 2016, the Company received notification of certain employment matter claims filed in Brazil related to hiring practices within the Company’s finishing division. As of September 28, 2018 , the Company has successfully investigated and defended all filed claims and has gathered additional information to assess the total potential exposure related to this matter, including the potential of additional claims. In the opinion of management, the resolution of this contingency will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. In addition to the matter noted above, the Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, labor, and employment claims. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date, can be reasonably estimated and is not covered by insurance. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Environmental Matters At September 28, 2018 and December 31, 2017 , the Company held reserves of $1.0 million for environmental matters at one location. The ultimate cost of any remediation required will depend on the results of future investigation. Based upon available information, the Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its business. Based on the facts presently known, the Company does not expect environmental costs to have a material adverse effect on its financial condition, results of operations, or cash flows. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 28, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). The Company’s fiscal year ends on December 31 . Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1 , and the fourth quarter, which ends on December 31 . For 2018 , the Company’s fiscal quarters are comprised of the three months ending March 30 , June 29 , September 28 and December 31 . In 2017 , the Company’s fiscal quarters were comprised of the three months ended March 31 , June 30 , September 29 and December 31 . In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Recently Issued Accounting Standards | Accounting standards adopted in the current fiscal year In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “ Revenue From Contracts With Customers ” (“ASU 2014-09”). ASU 2014-09 outlined a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most previous revenue recognition guidance, including industry-specific guidance. See Note 2 , “ Net Sales ” for further discussion regarding the adoption of this standard. 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 requires 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. The Company adopted ASU 2016-16 effective January 1, 2018 on a modified retrospective basis. As a result of the adoption, the Company has recorded a decrease to the opening retained deficit of $0.3 million . In February 2018, the FASB issued ASU 2018-02, “ Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ” (“ASU 2018-02”). ASU 2018-02 allows for an optional reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the comprehensive tax legislation signed into law on December 22, 2017 by the President of the United States, which is commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The updated guidance eliminates the stranded tax effects resulting from the Tax Reform Act for those entities that elect the optional reclassification and also requires certain disclosures about the stranded tax effects. ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual reporting periods, with early adoption permitted. The amendments in this update are effective either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company adopted ASU 2018-02 effective January 1, 2018. As a result of the adoption, the Company has recorded a decrease to the opening retained deficit of $0.1 million and an increase to the opening accumulated other comprehensive loss of $0.1 million . In March 2018, the FASB issued ASU 2018-05, “ Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ” (“ASU 2018-05”). ASU 2018-05 provides guidance for the recognition of provisional amounts in the condensed consolidated financial statements as a result of the Tax Reform Act. The guidance allows for a measurement period of up to one year from the December 22, 2017 enactment date to finalize the accounting related to the Tax Reform Act. ASU 2018-05 was effective upon issuance and accordingly, the Company has applied the guidance from this update within its condensed consolidated financial statements. See Note 10 , “ Income Taxes ” for further discussion regarding the Company’s application of this standard. In August 2018, the FASB issued ASU 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ” (“ASU 2018-13”). ASU 2018-13 modifies certain disclosures on fair value measurements, such as eliminating disclosure requirements for transfers between Level 1 and Level 2 of the fair value hierarchy and an explanation for the transfer between levels and adding new disclosure requirements for Level 3 measurements. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2018-13 effective June 30, 2018. The adoption of this guidance did not have an impact on the Company’s condensed consolidated financial statements or the related fair value disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods 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. In 2018, the FASB has issued additional ASUs related to ASU 2016-02, which simplify and provide additional guidance to companies for implementation of the standard. ASU 2016-02 and related guidance are 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 either the beginning of the earliest period presented or the date of adoption, with certain practical expedients available. The Company intends to adopt the standard on January 1, 2019 and record the initial recognition and measurement of leases as of the adoption date. The Company is currently working on finalizing the inventory of lease contracts, implementing a lease contract accounting system, drafting lease accounting policies and procedures and researching certain technical accounting implications of the new standard, including the election of practical expedients related to the adoption of the new standard, discount rates and embedded lease contracts. The Company is still in the process of quantifying the impact of the standard on its inventory of lease contracts, however, this standard is expected to have a material impact on the condensed 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 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, with early adoption permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, “ Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ” (“ASU 2018-14”). ASU 2018-14 modifies certain disclosure requirements for pension and other postretirement plans, such as eliminating disclosure requirements to disclose the amounts in accumulated other comprehensive loss expected to be recognized as a component of net periodic benefit cost over the next fiscal year and the impact that a 1% increase or decrease in the medical trend rate would have on the accumulated postretirement benefit obligation. The standard is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. As the scope of ASU 2018-14 is limited to only financial disclosure requirements, the standard will not have an impact on the Company’s condensed consolidated financial statements. The Company is currently assessing the impact that this standard will have on the employee benefit plan disclosures within the notes to condensed consolidated financial statements, as well as the planned timing of adoption. In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ” (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements, as well as the planned timing of adoption. On January 1, 2018, the Company adopted ASU 2014-09, “ Revenue From Contracts With Customers ” and all related amendments using the modified retrospective method. Subsequent to the date of adoption, the Company recognizes its revenue in accordance with Accounting Standard Codification ( “ ASC ” ) 606, “ Revenue From Contracts With Customers ” (“ASC 606”). Prior to January 1, 2018, the Company recognized revenue in accordance with ASC 605, “ Revenue Recognition ” and prior period results continue to be reported under the accounting standards in effect for those periods. The cumulative impact of adopting the new standard on the condensed consolidated financial statements was recorded as a decrease to the opening retained deficit of $0.1 million as of January 1, 2018. |
Adoption of ASU 2014-09, Revenue From Contracts With Customers, Revenue Recognition, and Revenue Disaggregation | Adoption of ASU 2014-09, “ Revenue From Contracts With Customers ” On January 1, 2018, the Company adopted ASU 2014-09, “ Revenue From Contracts With Customers ” and all related amendments using the modified retrospective method. Subsequent to the date of adoption, the Company recognizes its revenue in accordance with Accounting Standard Codification ( “ ASC ” ) 606, “ Revenue From Contracts With Customers ” (“ASC 606”). Prior to January 1, 2018, the Company recognized revenue in accordance with ASC 605, “ Revenue Recognition ” and prior period results continue to be reported under the accounting standards in effect for those periods. The cumulative impact of adopting the new standard on the condensed consolidated financial statements was recorded as a decrease to the opening retained deficit of $0.1 million as of January 1, 2018. Revenue Recognition Under ASC 606, net sales are recognized when control of a performance obligation is transferred to the customer in an amount that reflects the consideration expected to be received in exchange for the transferred good or service. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods or delivery of the services. Amounts invoiced to customers related to shipping and handling are classified as net sales, while expenses for transportation of products to customers are recorded as a component of cost of goods sold on the condensed consolidated statement of operations. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from net sales. As of the contract inception date, the expected time between the completion of the performance obligation and the payment from the customer is less than a year, and as such there are no significant financing components in the consideration recognized and disclosures around unsatisfied performance obligations have been omitted. The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, discounts, and product returns, among others, which are recorded as a deduction to net sales at the time when control of a performance obligation is transferred to the customer. The majority of the Company ’ s contracts are for the sale of goods that qualify as separate performance obligations that are distinct from other goods or services provided in the same contract. Transaction price inclusive of estimated variable consideration is allocated to separate performance obligations based on their relative standalone selling prices using observable inputs. When observable inputs are not available, the Company estimates stand alone selling price using cost plus a reasonable margin approach. Contracts entered into with the same customer at or near the same time are combined into a single contract if they represent a single commercial objective, if payment of consideration in one contract is dependent on performance of the other contract, or if promises in different contracts constitute a single performance obligation. For the limited contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products transferred to customers at a point in time accounted for more than 99% of net sales for both the three and nine months ended September 28, 2018 . The Company recognizes revenue over time for certain production parts with minimum stocking agreements in the finishing business 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 based on the output method of goods produced. Revenue from products transferred to customers over time accounted for less than 1% of net sales for both the three and nine months ended September 28, 2018 . The Company provides industry standard assurance-type warranties which ensure that the manufactured products comply with agreed upon specifications with the customers and do not represent a separate performance obligation with the customer. Warranty based accruals are established under ASC 460, “ Guarantees ”, based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. Revenue Disaggregation The finishing segment operates principally as a provider of industrial brushes, polishing buffs and compounds, and abrasive products that are used in a broad range of industrial and infrastructure applications.The components segment operates principally as a component Original Equipment Manufacturer (“OEM”) within the rail and general industrial markets. The Company typically sells products within these businesses under purchase orders through both direct to customer and distribution sales channels. The Company generally transfers control and recognizes net sales when the product is shipped to the customer. Within the finishing business, there are certain custom products for customers with minimum stocking agreements for which the Company recognizes net sales over time. Revenue from products transferred to customers over time accounted for less than 1% of finishing net sales for both the three and nine months ended September 28, 2018 . The seating segment operates principally as a seating OEM within the motorcycle, lawn and turf care, industrial, agriculture, construction, and power sports markets. The acoustics segment operates principally as an automotive OEM Tier-1 and Tier-2 supplier. The products in these businesses are generally custom products sold direct to customers that are awarded by platform to a sole supplier for the life of the platform which can span several years. The Company transfers control and recognizes net sales at a point in time upon shipment to the customer for these contracts. |
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. |
Net Sales (Tables)
Net Sales (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Net Sales | The following table summarizes net sales disaggregated by sales channel and reportable segment: Three Months Ended September 28, 2018 Finishing Components Seating Acoustics Total Direct $ 27,175 $ 20,691 $ 33,071 $ 38,266 $ 119,203 Distribution 23,841 713 1,538 — 26,092 Total $ 51,016 $ 21,404 $ 34,609 $ 38,266 $ 145,295 Nine Months Ended September 28, 2018 Finishing Components Seating Acoustics Total Direct $ 87,387 $ 66,263 $ 123,153 $ 125,533 $ 402,336 Distribution 73,061 2,093 3,483 — 78,637 Total $ 160,448 $ 68,356 $ 126,636 $ 125,533 $ 480,973 The following table summarizes net sales disaggregated by geography and reportable segment: Three Months Ended September 28, 2018 Finishing Components Seating Acoustics Total United States $ 16,868 $ 21,404 $ 33,495 $ 28,453 $ 100,220 Europe 30,749 — 1,114 — 31,863 Mexico 2,453 — — 9,813 12,266 Other 946 — — — 946 Total $ 51,016 $ 21,404 $ 34,609 $ 38,266 $ 145,295 Nine Months Ended September 28, 2018 Finishing Components Seating Acoustics Total United States $ 52,649 $ 68,356 $ 121,891 $ 96,297 $ 339,193 Europe 98,304 — 4,745 — 103,049 Mexico 6,523 — — 29,236 35,759 Other 2,972 — — — 2,972 Total $ 160,448 $ 68,356 $ 126,636 $ 125,533 $ 480,973 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
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 other costs incurred under the 2016 program for the nine months ended September 28, 2018 primarily include charges related to the consolidation of two U.S. plants within the components segment and the consolidation of two U.S. plants within the acoustics segment, partially offset by a reduction in expense as a result of the statute of limitations expiring on unasserted employment matter claims in Brazil within the finishing segment. The other costs incurred under the 2016 program for the nine months ended September 29, 2017 primarily include charges related to the consolidation of two U.S. plants within the components segment, exit costs related to the wind down of the finishing segment’s facility in Brazil and the consolidation of two U.S. plants within the finishing segment. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $15.3 million under the 2016 program. Restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - three months ended September 28, 2018: Severance costs $ (7 ) $ 48 $ 33 $ 34 $ — $ 108 Lease termination costs (25 ) — — — — (25 ) Other costs 219 — 30 853 — 1,102 Total $ 187 $ 48 $ 63 $ 887 $ — $ 1,185 Restructuring charges - nine months ended September 28, 2018: Severance costs $ 12 $ 212 $ 177 $ 138 $ — $ 539 Lease termination costs 10 — — — — 10 Other costs 94 710 30 1,868 — 2,702 Total $ 116 $ 922 $ 207 $ 2,006 $ — $ 3,251 Restructuring charges - three months ended September 29, 2017: Severance costs $ 384 $ 58 $ — $ 3 $ — $ 445 Lease termination costs (20 ) — — 61 — 41 Other costs 563 715 — 8 — 1,286 Total $ 927 $ 773 $ — $ 72 $ — $ 1,772 Restructuring charges - nine months ended September 29, 2017: Severance costs $ 645 $ 58 $ (17 ) $ 31 $ (9 ) $ 708 Lease termination costs 5 — — 172 — 177 Other costs 785 1,189 — 137 — 2,111 Total $ 1,435 $ 1,247 $ (17 ) $ 340 $ (9 ) $ 2,996 The following table presents the cumulative restructuring costs recognized by the Company under the 2016 program by reportable segment. The 2016 program began in the first quarter of 2016 and as such, the cumulative restructuring charges represent the cumulative charges incurred since the inception of the 2016 program through September 28, 2018 . 2016 Program Finishing Components Seating Acoustics Corporate Total Cumulative restructuring charges - period ended September 28, 2018: Severance costs $ 4,477 $ 648 $ 236 $ 1,077 $ 588 $ 7,026 Lease termination costs 442 — — 172 — 614 Other costs 2,332 2,500 30 2,247 — 7,109 Total $ 7,251 $ 3,148 $ 266 $ 3,496 $ 588 $ 14,749 The following table represents the restructuring liabilities: Severance costs Lease termination costs Other costs Total Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Current period restructuring charges 539 10 2,702 3,251 Cash payments (954 ) (70 ) (3,268 ) (4,292 ) Foreign currency translation adjustments (33 ) (2 ) (43 ) (78 ) Balance - September 28, 2018 $ 459 $ 14 $ 470 $ 943 Severance costs Lease termination costs Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 708 177 2,111 2,996 Cash payments (1,180 ) (483 ) (2,381 ) (4,044 ) Foreign currency translations adjustments 40 10 18 68 Balance - September 29, 2017 $ 849 $ 37 $ 833 $ 1,719 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: September 28, 2018 December 31, 2017 Raw material $ 33,251 $ 35,925 Work-in-process 4,278 4,375 Finished goods 27,944 30,519 Total inventories $ 65,473 $ 70,819 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, were as follows: Balance as of December 31, 2017 $ 45,142 Foreign currency impact (732 ) Balance as of September 28, 2018 $ 44,410 |
Schedule of Other Intangible Assets | The Company’s other intangible assets - net consisted of the following: September 28, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,020 $ (931 ) $ 1,089 $ 1,985 $ (671 ) $ 1,314 Customer relationships 109,677 (32,705 ) 76,972 110,210 (24,775 ) 85,435 Trademarks and other intangibles 57,039 (15,454 ) 41,585 57,373 (12,623 ) 44,750 Total other intangible assets - net $ 168,736 $ (49,090 ) $ 119,646 $ 169,568 $ (38,069 ) $ 131,499 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Foreign Debt | The Company’s debt consisted of the following: September 28, 2018 December 31, 2017 First Lien Term Loans $ 293,315 $ 298,018 Second Lien Term Loans 89,887 90,007 Debt discount on Term Loans (2,898 ) (3,602 ) Deferred financing costs on Term Loans (4,426 ) (5,586 ) Foreign debt 19,349 21,795 Capital lease obligations 618 840 Total debt 395,845 401,472 Less: Current portion (6,634 ) (9,704 ) Total long-term debt $ 389,211 $ 391,768 The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 28, 2018 December 31, 2017 Germany $ 16,454 $ 18,003 Mexico 2,286 3,179 India 536 599 Other 73 14 Total foreign debt $ 19,349 $ 21,795 |
Schedule of Interest Rate Swaps | See the amounts recorded on the condensed consolidated balance sheets within the table below: September 28, 2018 December 31, 2017 Interest rate swaps: Recorded in other current assets $ 1,375 $ — Recorded in other assets - net 1,615 537 Recorded in other current liabilities — (458 ) Total net asset derivatives designated as hedging instruments $ 2,990 $ 79 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation Expense | The Company recognized the following share-based compensation expense: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Restricted stock units $ 834 $ 132 $ 1,402 $ 796 Adjusted EBITDA vesting awards 110 99 326 99 Stock price vesting awards — — — 9 Total share-based compensation expense $ 944 $ 231 $ 1,728 $ 904 Total income tax benefit recognized $ 234 $ 88 $ 428 $ 345 |
Schedule of Restricted and Performance Share Unit Activity | The following table sets forth the restricted and performance share unit activity: Performance Share Units Restricted Stock Units Adjusted EBITDA Vesting Awards ROIC Vesting Awards Units (thousands) Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2017 1,033 $ 2.84 908 $ 1.30 410 $ 3.70 Granted 2,141 2.95 — — — — Issued (36 ) 3.72 — — — — Forfeited (13 ) 3.02 — — (12 ) 3.46 Outstanding at September 28, 2018 3,125 $ 2.90 908 $ 1.30 398 $ 3.71 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
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 are as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.23 ) $ (0.10 ) $ (0.37 ) $ (0.37 ) Numerator: Net loss available to common shareholders of Jason Industries $ (6,293 ) $ (2,556 ) $ (10,192 ) $ (9,645 ) Denominator: Basic and diluted weighted-average shares outstanding 27,683 26,241 27,565 26,023 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 13,994 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,212 3,889 3,222 3,815 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — — — 79 Restricted stock units 3,119 1,041 2,052 712 Performance share units 1,305 1,343 1,309 1,395 Total 21,630 20,267 20,577 19,995 (1) Each outstanding warrant entitles the holder to purchase one share of the Company’s common stock at a price of $12.00 per share. The warrants expire on June 30, 2019. (2) Includes the impact of 778 additional Series A Preferred Stock shares from a stock dividend declared on July 30, 2018 to be paid in additional shares of Series A Preferred Stock on October 1, 2018 . The Company included the preferred stock within the condensed consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each preferred share. (3) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the first quarter of 2017. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive loss, net of taxes, for the nine months ended September 28, 2018 and September 29, 2017 were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at December 31, 2017 $ (1,517 ) $ (18,596 ) $ 51 $ (20,062 ) Cumulative impact of accounting changes (137 ) — 11 (126 ) Other comprehensive (loss) income before reclassifications — (3,473 ) 2,237 (1,236 ) Amounts reclassified from accumulated other comprehensive loss 13 — (42 ) (29 ) Balance at September 28, 2018 $ (1,641 ) $ (22,069 ) $ 2,257 $ (21,453 ) Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777 ) $ (27,404 ) $ (1,191 ) $ (30,372 ) Other comprehensive income (loss) before reclassifications — 10,135 (633 ) 9,502 Amounts reclassified from accumulated other comprehensive loss 45 (888 ) 914 71 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at September 29, 2017 $ (1,845 ) $ (19,855 ) $ (983 ) $ (22,683 ) |
Schedule of Dividends on Series A Preferred Stock | The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the nine months ended September 28, 2018 : Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2018 November 15, 2017 $20.00 $974 968 April 1, 2018 February 15, 2018 $20.00 $751 748 July 1, 2018 May 15, 2018 $20.00 $766 763 |
Business Segments, Geographic_2
Business Segments, Geographic and Customer Information (Tables) | 9 Months Ended |
Sep. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Finishing $ 51,016 $ 51,065 $ 160,448 $ 150,298 Components 21,404 19,945 68,356 62,775 Seating 34,609 32,963 126,636 125,257 Acoustics 38,266 51,457 125,533 164,770 Net Sales $ 145,295 $ 155,430 $ 480,973 $ 503,100 |
Schedule of Adjusted EBITDA for Reportable Segments and Reconciliation of Total Segment Adjusted EBITDA | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated loss before taxes: Three Months Ended Nine Months Ended September 28, 2018 September 29, 2017 September 28, 2018 September 29, 2017 Segment Adjusted EBITDA Finishing $ 7,579 $ 7,503 $ 23,815 $ 21,894 Components 2,563 2,445 9,196 7,616 Seating 3,588 2,621 16,391 14,048 Acoustics 4,465 6,640 16,287 21,344 Total segment Adjusted EBITDA $ 18,195 $ 19,209 $ 65,689 $ 64,902 Interest expense (234 ) (367 ) (725 ) (1,073 ) Depreciation and amortization (9,694 ) (9,660 ) (31,337 ) (28,982 ) Gain (loss) on disposal of property, plant and equipment - net 91 639 (154 ) 904 Loss on divestiture — (842 ) — (8,730 ) Restructuring (1,185 ) (1,772 ) (3,251 ) (3,005 ) Integration and other restructuring costs — — (1,068 ) — Total segment income before income taxes 7,173 7,207 29,154 24,016 Corporate general and administrative expenses (2,965 ) (3,073 ) (9,382 ) (9,625 ) Corporate interest expense (8,114 ) (7,836 ) (24,053 ) (23,891 ) Corporate gain on extinguishment of debt — 819 — 2,383 Corporate depreciation (110 ) (89 ) (320 ) (257 ) Corporate restructuring — — — 9 Corporate share-based compensation (944 ) (231 ) (1,728 ) (904 ) Loss before income taxes $ (4,960 ) $ (3,203 ) $ (6,329 ) $ (8,269 ) |
Schedule of Assets Held by Reportable Segments | Assets held by reportable segments were as follows: September 28, 2018 December 31, 2017 Finishing $ 242,477 $ 241,776 Components 62,506 72,724 Seating 95,759 99,155 Acoustics 138,830 145,490 Total segments 539,572 559,145 Corporate and eliminations (13,030 ) (12,822 ) Consolidated total assets $ 526,542 $ 546,323 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) $ in Thousands | Jan. 01, 2018USD ($) | Sep. 28, 2018segmentcountry | Dec. 31, 2017USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Number of foreign countries | country | 13 | ||
Decrease in opening retained deficit | $ (384) | ||
Retained Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in opening retained deficit | (510) | ||
Accumulated Other Comprehensive Loss | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in opening retained deficit | $ 126 | ||
Accounting Standards Update 2016-16 | Retained Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in opening retained deficit | $ 300 | ||
Accounting Standards Update 2018-02 | Retained Deficit | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adjustment to retained earnings | (100) | ||
Accounting Standards Update 2018-02 | Accumulated Other Comprehensive Loss | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Adjustment to retained earnings | $ 100 |
Net Sales (Narrative) (Details)
Net Sales (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 28, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Decrease to retained deficit as a result of adoption of new accounting guidance | $ (174,118) | $ (174,118) | $ (167,710) | |
Revenue from Contract with Customer | Transferred at Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 99.00% | 99.00% | ||
Revenue from Contract with Customer | Transferred over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 1.00% | 1.00% | ||
Revenue from Contract with Customer | Transferred over Time | Finishing | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 1.00% | 1.00% | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||
Disaggregation of Revenue [Line Items] | ||||
Decrease to retained deficit as a result of adoption of new accounting guidance | $ 100 |
Net Sales (Disaggregation of Ne
Net Sales (Disaggregation of Net Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 145,295 | $ 155,430 | $ 480,973 | $ 503,100 |
Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 119,203 | 402,336 | ||
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,092 | 78,637 | ||
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 100,220 | 339,193 | ||
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 31,863 | 103,049 | ||
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 12,266 | 35,759 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 946 | 2,972 | ||
Finishing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 51,016 | 51,065 | 160,448 | 150,298 |
Finishing | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 27,175 | 87,387 | ||
Finishing | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 23,841 | 73,061 | ||
Finishing | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 16,868 | 52,649 | ||
Finishing | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 30,749 | 98,304 | ||
Finishing | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,453 | 6,523 | ||
Finishing | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 946 | 2,972 | ||
Components | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 21,404 | 19,945 | 68,356 | 62,775 |
Components | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 20,691 | 66,263 | ||
Components | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 713 | 2,093 | ||
Components | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 21,404 | 68,356 | ||
Components | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Components | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Components | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Seating | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 34,609 | 32,963 | 126,636 | 125,257 |
Seating | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 33,071 | 123,153 | ||
Seating | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,538 | 3,483 | ||
Seating | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 33,495 | 121,891 | ||
Seating | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,114 | 4,745 | ||
Seating | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Seating | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Acoustics | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 38,266 | $ 51,457 | 125,533 | $ 164,770 |
Acoustics | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 38,266 | 125,533 | ||
Acoustics | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Acoustics | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 28,453 | 96,297 | ||
Acoustics | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | ||
Acoustics | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 9,813 | 29,236 | ||
Acoustics | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 0 | $ 0 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Thousands | Aug. 30, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Jun. 30, 2017 | Sep. 28, 2018 | Sep. 29, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Buyer assumption of debt balance from divestiture | $ 0 | $ 2,950 | ||||
Loss on divestiture | $ 0 | $ 842 | 0 | $ 8,730 | ||
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 | |||||
Cash proceeds from the divestiture | 200 | |||||
Buyer assumption of debt balance from divestiture | 3,000 | |||||
Loss on divestiture | $ 8,700 | $ 800 | $ 7,900 | |||
Total segment revenue | $ 5,900 | $ 22,900 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) - 2016 Program $ in Millions | 9 Months Ended |
Sep. 28, 2018USD ($)plant | |
Restructuring Cost and Reserve [Line Items] | |
Expected total restructuring cost | $ | $ 15.3 |
Components | |
Restructuring Cost and Reserve [Line Items] | |
Number of plants eliminated | 2 |
Acoustics | |
Restructuring Cost and Reserve [Line Items] | |
Number of plants eliminated | 2 |
Finishing | |
Restructuring Cost and Reserve [Line Items] | |
Number of plants eliminated | 2 |
Restructuring Costs (Schedule o
Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | $ 1,185 | $ 1,772 | $ 3,251 | $ 2,996 |
2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 1,185 | 1,772 | 3,251 | 2,996 |
Cumulative restructuring charges | 14,749 | 14,749 | ||
Severance costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 539 | 708 | ||
Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 108 | 445 | 539 | 708 |
Cumulative restructuring charges | 7,026 | 7,026 | ||
Lease termination costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 10 | 177 | ||
Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (25) | 41 | 10 | 177 |
Cumulative restructuring charges | 614 | 614 | ||
Other costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 2,702 | 2,111 | ||
Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 1,102 | 1,286 | 2,702 | 2,111 |
Cumulative restructuring charges | 7,109 | 7,109 | ||
Operating Segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 1,185 | 1,772 | 3,251 | 3,005 |
Operating Segments | Finishing | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 187 | 927 | 116 | 1,435 |
Cumulative restructuring charges | 7,251 | 7,251 | ||
Operating Segments | Finishing | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (7) | 384 | 12 | 645 |
Cumulative restructuring charges | 4,477 | 4,477 | ||
Operating Segments | Finishing | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (25) | (20) | 10 | 5 |
Cumulative restructuring charges | 442 | 442 | ||
Operating Segments | Finishing | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 219 | 563 | 94 | 785 |
Cumulative restructuring charges | 2,332 | 2,332 | ||
Operating Segments | Components | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 48 | 773 | 922 | 1,247 |
Cumulative restructuring charges | 3,148 | 3,148 | ||
Operating Segments | Components | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 48 | 58 | 212 | 58 |
Cumulative restructuring charges | 648 | 648 | ||
Operating Segments | Components | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | 0 | ||
Operating Segments | Components | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 715 | 710 | 1,189 |
Cumulative restructuring charges | 2,500 | 2,500 | ||
Operating Segments | Seating | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 63 | 0 | 207 | (17) |
Cumulative restructuring charges | 266 | 266 | ||
Operating Segments | Seating | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 33 | 0 | 177 | (17) |
Cumulative restructuring charges | 236 | 236 | ||
Operating Segments | Seating | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | 0 | ||
Operating Segments | Seating | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 30 | 0 | 30 | 0 |
Cumulative restructuring charges | 30 | 30 | ||
Operating Segments | Acoustics | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 887 | 72 | 2,006 | 340 |
Cumulative restructuring charges | 3,496 | 3,496 | ||
Operating Segments | Acoustics | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 34 | 3 | 138 | 31 |
Cumulative restructuring charges | 1,077 | 1,077 | ||
Operating Segments | Acoustics | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 61 | 0 | 172 |
Cumulative restructuring charges | 172 | 172 | ||
Operating Segments | Acoustics | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 853 | 8 | 1,868 | 137 |
Cumulative restructuring charges | 2,247 | 2,247 | ||
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | (9) |
Corporate | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | (9) |
Cumulative restructuring charges | 588 | 588 | ||
Corporate | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | (9) |
Cumulative restructuring charges | 588 | 588 | ||
Corporate | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | 0 | ||
Corporate | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | $ 0 | 0 | $ 0 |
Cumulative restructuring charges | $ 0 | $ 0 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | $ 2,062 | $ 2,699 | ||
Current period restructuring charges | $ 1,185 | $ 1,772 | 3,251 | 2,996 |
Cash payments | (4,292) | (4,044) | ||
Foreign currency translation adjustments | (78) | 68 | ||
Restructuring reserve ending balance | 943 | 1,719 | 943 | 1,719 |
Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 907 | 1,281 | ||
Current period restructuring charges | 539 | 708 | ||
Cash payments | (954) | (1,180) | ||
Foreign currency translation adjustments | (33) | 40 | ||
Restructuring reserve ending balance | 459 | 849 | 459 | 849 |
Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 76 | 333 | ||
Current period restructuring charges | 10 | 177 | ||
Cash payments | (70) | (483) | ||
Foreign currency translation adjustments | (2) | 10 | ||
Restructuring reserve ending balance | 14 | 37 | 14 | 37 |
Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 1,079 | 1,085 | ||
Current period restructuring charges | 2,702 | 2,111 | ||
Cash payments | (3,268) | (2,381) | ||
Foreign currency translation adjustments | (43) | 18 | ||
Restructuring reserve ending balance | $ 470 | $ 833 | $ 470 | $ 833 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 33,251 | $ 35,925 |
Work-in-process | 4,278 | 4,375 |
Finished goods | 27,944 | 30,519 |
Total inventories | $ 65,473 | $ 70,819 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Carrying Amount of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 28, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 45,142 |
Foreign currency impact | (732) |
Goodwill, end of period | $ 44,410 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 168,736 | $ 169,568 |
Accumulated Amortization | (49,090) | (38,069) |
Net | 119,646 | 131,499 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,020 | 1,985 |
Accumulated Amortization | (931) | (671) |
Net | 1,089 | 1,314 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 109,677 | 110,210 |
Accumulated Amortization | (32,705) | (24,775) |
Net | 76,972 | 85,435 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 57,039 | 57,373 |
Accumulated Amortization | (15,454) | (12,623) |
Net | $ 41,585 | $ 44,750 |
Debt and Hedging Instruments (S
Debt and Hedging Instruments (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 395,845 | $ 401,472 |
Less: Current portion | (6,634) | (9,704) |
Total long-term debt | 389,211 | 391,768 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt discount on Term Loans | (2,898) | (3,602) |
Deferred financing costs on Term Loans | (4,426) | (5,586) |
Secured Debt | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 293,315 | 298,018 |
Secured Debt | Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 89,887 | 90,007 |
Secured Debt | Foreign Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 19,349 | 21,795 |
Capital Lease Obligations | ||
Debt Instrument [Line Items] | ||
Capital lease obligations | $ 618 | $ 840 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | Apr. 06, 2018USD ($) | Sep. 28, 2018USD ($) | Sep. 29, 2017USD ($) | Sep. 28, 2018USD ($) | Sep. 29, 2017USD ($) | Jun. 30, 2020 | Jun. 28, 2018USD ($) | Dec. 31, 2017USD ($) |
Senior Secured Credit Facilities | ||||||||
Payments of deferred financing costs | $ 609,000 | $ 0 | ||||||
Repurchase of debt, cash outflow | 4,825,000 | 21,051,000 | ||||||
Gain on extinguishment of debt | $ 0 | $ 819,000 | 0 | 2,383,000 | ||||
Foreign Debt | ||||||||
Restricted cash received | 2,400,000 | |||||||
Restricted cash | 0 | 0 | $ 0 | |||||
Interest Rate Swap | ||||||||
Interest Rate Hedge Contracts | ||||||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | 210,000,000 | |||||
Derivative, fixed interest rate | 2.08% | 2.08% | ||||||
Interest income recognized on Swaps | $ (100,000) | |||||||
Interest expense recognized on Swaps | 1,500,000 | |||||||
Interest income recognized on Swaps | $ 700,000 | 700,000 | ||||||
Derivative liability, fair value | 3,000,000 | 3,000,000 | 100,000 | |||||
Other Assets - Net | ||||||||
Senior Secured Credit Facilities | ||||||||
Payments of deferred financing costs | $ 600,000 | |||||||
Revolving Credit Facility | Eurodollar | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Secured Debt | Long-term Debt, Current Portion | ||||||||
Senior Secured Credit Facilities | ||||||||
Mandatory excess cash flow prepayment | 2,500,000 | |||||||
Mandatory excess cash flow prepayment | $ 2,500,000 | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Senior Secured Credit Facilities | ||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 28,600,000 | $ 28,600,000 | ||||||
Revolving credit facility, amount outstanding | 0 | 0 | ||||||
Outstanding letters of credit | 5,700,000 | 5,700,000 | ||||||
Foreign Debt | Minimum | ||||||||
Senior Secured Credit Facilities | ||||||||
Long-term debt gross | 100,000 | 100,000 | 100,000 | |||||
Foreign Debt | ||||||||
Long-term debt gross | 100,000 | 100,000 | 100,000 | |||||
Foreign Debt | Maximum | ||||||||
Senior Secured Credit Facilities | ||||||||
Long-term debt gross | 9,800,000 | 9,800,000 | 11,200,000 | |||||
Foreign Debt | ||||||||
Long-term debt gross | $ 9,800,000 | $ 9,800,000 | 11,200,000 | |||||
First Lien Term Loan | Eurodollar | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||||||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 4.50% | |||||||
First Lien Term Loan | Secured Debt | ||||||||
Senior Secured Credit Facilities | ||||||||
Line of credit facility, maximum borrowing capacity | $ 310,000,000 | $ 310,000,000 | ||||||
Long-term debt gross | $ 293,315,000 | 293,315,000 | 298,018,000 | |||||
Amortization of debt discount (premium) | $ 800,000 | |||||||
Consolidated net leverage ratio, first periodic decrease | 4.50 | |||||||
Interest rate, effective percentage | 6.90% | 6.90% | ||||||
Foreign Debt | ||||||||
Long-term debt gross | $ 293,315,000 | $ 293,315,000 | 298,018,000 | |||||
Second Lien Term Loan | ||||||||
Senior Secured Credit Facilities | ||||||||
Amortization of debt discount (premium) | 200,000 | 400,000 | ||||||
Repurchase of debt, gross | 12,000,000 | 20,000,000 | ||||||
Repurchase of debt, cash outflow | 10,700,000 | 16,800,000 | ||||||
Previously unamortized debt discount | 300,000 | 400,000 | ||||||
Gain on extinguishment of debt | $ 800,000 | $ 2,400,000 | ||||||
Second Lien Term Loan | Eurodollar | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 7.00% | |||||||
Percentage bearing variable interest, percentage rate | 1.00% | 1.00% | ||||||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 8.00% | |||||||
Second Lien Term Loan | Secured Debt | ||||||||
Senior Secured Credit Facilities | ||||||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | ||||||
Long-term debt gross | $ 89,887,000 | $ 89,887,000 | 90,007,000 | |||||
Interest rate, effective percentage | 10.40% | 10.40% | ||||||
Foreign Debt | ||||||||
Long-term debt gross | $ 89,887,000 | $ 89,887,000 | 90,007,000 | |||||
Amendment To Extend Maturity Date to June 30, 2019 | Secured Debt | Revolving Credit Facility | ||||||||
Senior Secured Credit Facilities | ||||||||
Line of credit facility, maximum borrowing capacity | 34,300,000 | 34,300,000 | ||||||
Amendment To Extend Maturity Date to June 30, 2020 | Secured Debt | Revolving Credit Facility | ||||||||
Senior Secured Credit Facilities | ||||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | $ 30,000,000 | ||||||
US Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 0.50% | |||||||
US Senior Secured Credit Facilities | Eurodollar | ||||||||
Senior Secured Credit Facilities | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Revolving Credit Facility | Secured Debt | ||||||||
Senior Secured Credit Facilities | ||||||||
Restrictive covenant, qualification amount for net leverage ratio | $ 10,000,000 | |||||||
Foreign Debt | Germany | ||||||||
Senior Secured Credit Facilities | ||||||||
Long-term debt gross | 16,454,000 | 16,454,000 | 18,003,000 | |||||
Foreign Debt | ||||||||
Long-term debt gross | 16,454,000 | 16,454,000 | 18,003,000 | |||||
Foreign Debt | Secured Debt | ||||||||
Senior Secured Credit Facilities | ||||||||
Long-term debt gross | 19,349,000 | 19,349,000 | 21,795,000 | |||||
Foreign Debt | ||||||||
Long-term debt gross | 19,349,000 | 19,349,000 | 21,795,000 | |||||
Individual Foreign Loans | Germany | ||||||||
Foreign Debt | ||||||||
Term loan amount | $ 15,800,000 | $ 15,800,000 | $ 18,000,000 | |||||
Individual Foreign Loans | Minimum | Germany | ||||||||
Foreign Debt | ||||||||
Interest rate on acquired long-term debt | 2.10% | 2.10% | ||||||
Individual Foreign Loans | Maximum | Germany | ||||||||
Foreign Debt | ||||||||
Interest rate on acquired long-term debt | 4.70% | 4.70% | ||||||
Scenario, Forecast | First Lien Term Loan | Secured Debt | ||||||||
Senior Secured Credit Facilities | ||||||||
Consolidated net leverage ratio, first periodic decrease | 4.25 |
Debt and Hedging Instruments _2
Debt and Hedging Instruments (Schedule of Foreign Debt Obligations) (Details) - Foreign Debt - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Germany | ||
Debt Instrument [Line Items] | ||
Total foreign debt | $ 16,454 | $ 18,003 |
Mexico | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 2,286 | 3,179 |
India | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 536 | 599 |
Other | ||
Debt Instrument [Line Items] | ||
Total foreign debt | $ 73 | $ 14 |
Debt and Hedging Instruments _3
Debt and Hedging Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | $ 2,990 | $ 79 |
Recorded in other current assets | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | 1,375 | 0 |
Recorded in other assets - net | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | 1,615 | 537 |
Recorded in other current liabilities | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | $ 0 | $ (458) |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | Feb. 27, 2018 | Sep. 29, 2017 | Dec. 31, 2016 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 31, 2017 |
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 5,800,000 | |||||
Shares expected to vest (in shares) | 2,837,044 | |||||
Weighted-average grant date fair value, expected to vest (in dollars per share) | $ 2.65 | |||||
Weighted average remaining contractual term | 2 years 2 months 27 days | |||||
RSU awards outstanding (in shares) | 3,125,498 | 1,033,000 | ||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 3.72 | |||||
Statutory tax withholding (in shares) | 2,837 | 25,532 | ||||
Restricted stock units | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSU awards outstanding (in shares) | 288,454 | |||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 5.41 | |||||
Adjusted EBITDA vesting awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSU awards outstanding (in shares) | 908,000 | 908,000 | ||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 0 | |||||
ROIC vesting awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 0 | |||||
RSU awards outstanding (in shares) | 398,000 | 410,000 | ||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 0 | |||||
Target shares for calculation of compensation expense (in shares) | 0 | |||||
Estimated payout percent | 0.00% | |||||
Target vested shares for calculation of compensation expense, measurement period | 3 years | |||||
Estimated vesting percentage for calculation of compensation expense | 100.00% | |||||
Target vested shares for calculation of compensation expense (in shares) | 265,068 | |||||
2014 Omnibus Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Capital shares reserved for future issuance (in shares) | 3,473,435 | |||||
Capital shares reserved for future issuance, increase (decrease) (in shares) | 4,000,000 | |||||
Common stock shares available for grant (in shares) | 2,236,714 | |||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 6,500,000 | |||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years 2 months 1 day | |||||
2017 Grant | Adjusted EBITDA vesting awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 700,000 | |||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 6 months | |||||
Performance period | 3 years | |||||
Performance period, term | 30 days | |||||
Estimated payout percent | 100.00% | |||||
2017 Grant | Minimum | Adjusted EBITDA vesting awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target shares for calculation of compensation expense (in shares) | 0 | |||||
2017 Grant | Maximum | Adjusted EBITDA vesting awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Target shares for calculation of compensation expense (in shares) | 907,505 | |||||
Number of performance shares awarded, target performance threshold percentage | 100.00% |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 944 | $ 231 | $ 1,728 | $ 904 |
Total income tax benefit recognized | 234 | 88 | 428 | 345 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 834 | 132 | 1,402 | 796 |
Adjusted EBITDA vesting awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 110 | 99 | 326 | 99 |
Stock price vesting awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 0 | $ 0 | $ 9 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted and Performance Share Unit Activity) (Details) | 9 Months Ended |
Sep. 28, 2018$ / sharesshares | |
Restricted stock units | |
Units (thousands) | |
Nonvested, beginning balance (in shares) | shares | 1,033,000 |
Granted (in shares) | shares | 2,141,000 |
Issued (in shares) | shares | (36,000) |
Forfeited (in shares) | shares | (13,000) |
Nonvested, ending balance (in shares) | shares | 3,125,498 |
Weighted-Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 2.84 |
Granted (in dollars per share) | $ / shares | 2.95 |
Issued (in dollars per share) | $ / shares | 3.72 |
Forfeited (in dollars per share) | $ / shares | 3.02 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 2.90 |
Adjusted EBITDA vesting awards | |
Units (thousands) | |
Nonvested, beginning balance (in shares) | shares | 908,000 |
Granted (in shares) | shares | 0 |
Issued (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Nonvested, ending balance (in shares) | shares | 908,000 |
Weighted-Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 1.30 |
Granted (in dollars per share) | $ / shares | 0 |
Issued (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 1.30 |
ROIC vesting awards | |
Units (thousands) | |
Nonvested, beginning balance (in shares) | shares | 410,000 |
Granted (in shares) | shares | 0 |
Issued (in shares) | shares | 0 |
Forfeited (in shares) | shares | (12,000) |
Nonvested, ending balance (in shares) | shares | 398,000 |
Weighted-Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 3.70 |
Granted (in dollars per share) | $ / shares | 0 |
Issued (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 3.46 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 3.71 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 28, 2018 | Jul. 30, 2018 | Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 |
Net loss per share attributable to Jason Industries common shareholders | ||||||
Basic and diluted loss per share (in dollars per share) | $ (0.23) | $ (0.10) | $ (0.37) | $ (0.37) | ||
Numerator: | ||||||
Net loss available to common shareholders of Jason Industries | $ (6,293) | $ (2,556) | $ (10,192) | $ (9,645) | ||
Denominator: | ||||||
Basic and diluted weighted-average shares outstanding (in shares) | 27,683,000 | 26,241,000 | 27,565,000 | 26,023,000 | ||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 21,630,000 | 20,267,000 | 20,577,000 | 19,995,000 | ||
Warrant exercise price (USD per share) | $ 12 | $ 12 | $ 12 | |||
Series A Preferred Stock | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Preferred stock, shares declared (in shares) | 778 | 778 | ||||
Shares issued upon conversion (in shares) | 81.18 | |||||
Warrants to purchase Jason Industries common stock | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 13,994,000 | 13,994,000 | 13,994,000 | 13,994,000 | ||
Conversion of Series A 8% Perpetual Convertible Preferred | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,212,000 | 3,889,000 | 3,222,000 | 3,815,000 | ||
Conversion of Series A 8% Perpetual Convertible Preferred | Series A Preferred Stock | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Interest rate (in percentage) | 8.00% | 8.00% | 8.00% | |||
Conversion of JPHI rollover shares convertible to Jason Industries common stock | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 0 | 0 | 0 | 79,000 | ||
Restricted stock units | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,119,000 | 1,041,000 | 2,052,000 | 712,000 | ||
Performance share units | ||||||
Weighted average number of anti-dilutive shares excluded from denominator: | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 1,305,000 | 1,343,000 | 1,309,000 | 1,395,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | (11.10%) | 50.00% | (9.30%) | 17.40% | |
Net discrete benefit | $ 300,000 | $ 600,000 | $ 800,000 | $ 0 | |
Unrecognized tax benefits | 1,900,000 | 1,900,000 | $ 1,900,000 | ||
Accrued interest and penalties | 0 | 0 | $ 0 | ||
Deferred tax liability, not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 1,500,000 | $ 1,500,000 |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity (Schedule of Accumulated Other Comprehensive (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 5,684 | $ (3,142) | |
Cumulative impact of accounting changes | $ 384 | ||
Other comprehensive (loss) income before reclassifications | (1,236) | 9,502 | |
Amounts reclassified from accumulated other comprehensive loss | (29) | 71 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | ||
Ending balance | (402) | 496 | |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (20,062) | (30,372) | |
Cumulative impact of accounting changes | (126) | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,884) | ||
Ending balance | (21,453) | (22,683) | |
Employee retirement plan adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (1,517) | (1,777) | |
Cumulative impact of accounting changes | (137) | ||
Other comprehensive (loss) income before reclassifications | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss | 13 | 45 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (113) | ||
Ending balance | (1,641) | (1,845) | |
Foreign currency translation adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (18,596) | (27,404) | |
Cumulative impact of accounting changes | 0 | ||
Other comprehensive (loss) income before reclassifications | (3,473) | 10,135 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | (888) | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,698) | ||
Ending balance | (22,069) | (19,855) | |
Net unrealized gains (losses) on cash flow hedges | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 51 | (1,191) | |
Cumulative impact of accounting changes | $ 11 | ||
Other comprehensive (loss) income before reclassifications | 2,237 | (633) | |
Amounts reclassified from accumulated other comprehensive loss | (42) | 914 | |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (73) | ||
Ending balance | $ 2,257 | $ (983) |
Shareholders' (Deficit) Equit_3
Shareholders' (Deficit) Equity (Schedule of Dividends on Series A Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2018 | Apr. 01, 2018 | Jan. 01, 2018 | Sep. 28, 2018 | Sep. 29, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||||
Total Dividends Paid | $ 8 | $ 11 | ||||
Preferred Shares Issued (in shares) | 968 | 39,818 | 49,665 | |||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | |||
Total Dividends Paid | $ 766 | $ 751 | $ 974 | |||
Preferred Shares Issued (in shares) | 763 | 748 | 968 |
Shareholders' (Deficit) Equit_4
Shareholders' (Deficit) Equity (Narrative) (Details) - USD ($) | Sep. 28, 2018 | Jul. 30, 2018 | Jan. 22, 2018 | Sep. 28, 2018 | Sep. 29, 2017 |
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 0 | ||||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend amount per share (in dollars per share) | $ 20 | ||||
Preferred stock, shares declared (in shares) | 778 | 778 | |||
Dividends declared | 800,000 | ||||
Shares issued upon conversion, inducement offer (in shares) | 115 | ||||
Shares issued upon conversion (in shares) | 81.18 | ||||
Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 12,136,000 | $ 0 | |||
Preferred Stock | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 12,136 | ||||
Common Stock | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 1,395,640 |
Business Segments, Geographic_3
Business Segments, Geographic and Customer Information (Narrative) (Details) | 9 Months Ended |
Sep. 28, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 4 |
Business Segments, Geographic_4
Business Segments, Geographic and Customer Information (Reporting Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 145,295 | $ 155,430 | $ 480,973 | $ 503,100 |
Finishing | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 51,016 | 51,065 | 160,448 | 150,298 |
Components | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 21,404 | 19,945 | 68,356 | 62,775 |
Seating | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 34,609 | 32,963 | 126,636 | 125,257 |
Acoustics | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 38,266 | $ 51,457 | $ 125,533 | $ 164,770 |
Business Segments, Geographic_5
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2018 | Sep. 29, 2017 | Sep. 28, 2018 | Sep. 29, 2017 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense | $ (8,348) | $ (8,203) | $ (24,778) | $ (24,964) |
Gain on extinguishment of debt | 0 | 819 | 0 | 2,383 |
Gain (loss) on disposal of property, plant and equipment - net | 91 | 639 | (154) | 904 |
Restructuring | (1,185) | (1,772) | (3,251) | (2,996) |
Share-based compensation | (1,728) | (904) | ||
Loss before income taxes | (4,960) | (3,203) | (6,329) | (8,269) |
Operating Segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Total segment Adjusted EBITDA | 18,195 | 19,209 | 65,689 | 64,902 |
Interest expense | (234) | (367) | (725) | (1,073) |
Depreciation and amortization | (9,694) | (9,660) | (31,337) | (28,982) |
Gain (loss) on disposal of property, plant and equipment - net | 91 | 639 | (154) | 904 |
Loss on divestiture | 0 | (842) | 0 | (8,730) |
Restructuring | (1,185) | (1,772) | (3,251) | (3,005) |
Integration and other restructuring costs | 0 | 0 | (1,068) | 0 |
Loss before income taxes | 7,173 | 7,207 | 29,154 | 24,016 |
Operating Segments | Finishing | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Total segment Adjusted EBITDA | 7,579 | 7,503 | 23,815 | 21,894 |
Operating Segments | Components | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Total segment Adjusted EBITDA | 2,563 | 2,445 | 9,196 | 7,616 |
Operating Segments | Seating | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Total segment Adjusted EBITDA | 3,588 | 2,621 | 16,391 | 14,048 |
Operating Segments | Acoustics | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Total segment Adjusted EBITDA | 4,465 | 6,640 | 16,287 | 21,344 |
Corporate | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
General and administrative expenses | (2,965) | (3,073) | (9,382) | (9,625) |
Interest expense | (8,114) | (7,836) | (24,053) | (23,891) |
Gain on extinguishment of debt | 0 | 819 | 0 | 2,383 |
Depreciation and amortization | (110) | (89) | (320) | (257) |
Restructuring | 0 | 0 | 0 | 9 |
Share-based compensation | $ (944) | $ (231) | $ (1,728) | $ (904) |
Business Segments, Geographic_6
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Sep. 28, 2018 | Dec. 31, 2017 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ 526,542 | $ 546,323 |
Total segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 539,572 | 559,145 |
Total segments | Finishing | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 242,477 | 241,776 |
Total segments | Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 62,506 | 72,724 |
Total segments | Seating | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 95,759 | 99,155 |
Total segments | Acoustics | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 138,830 | 145,490 |
Corporate and eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ (13,030) | $ (12,822) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 28, 2018 | Dec. 31, 2017 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 401.1 | $ 398.4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 28, 2018USD ($)site | Dec. 31, 2017USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Number of sites with reserves for environmental matters | site | 1 | 1 |