Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 26, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Jason Industries, Inc. | ||
Entity Central Index Key | 0001579252 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | The Company is filing this Amendment to its previously filed Annual Report on Form 10-K filed on March 5, 2019 to restate its financial statements for the year ended December 31, 2018. This Amendment No. 1 amends and restates the prevoiusly filed Annual Report in its entirety. Except to reflect the restatement of the financial statements and the related disclosure controls and procedures matters, the information in the Annual Report and this Amendment has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since March 5, 2019, the date the Form 10-K was filed. Accordingly, except solely with regard to the restatement and the related disclosure controls and procedures matters, all information in this Amendment speaks only as of March 5, 2019. | ||
Entity Common Stock, Shares Outstanding | 27,644,672 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41.5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Financial Position [Abstract] | |||
Net sales | $ 612,948 | $ 648,616 | $ 705,519 |
Cost of goods sold | 486,668 | 517,764 | 574,412 |
Gross profit | 126,280 | 130,852 | 131,107 |
Selling and administrative expenses | 106,470 | 103,855 | 113,797 |
Impairment charges | 0 | 0 | 63,285 |
(Gain) loss on disposals of property, plant and equipment - net | (1,142) | (759) | 880 |
Restructuring | 4,458 | 4,266 | 7,232 |
Operating income (loss) | 16,494 | 23,490 | (54,087) |
Interest expense | (33,437) | (33,089) | (31,843) |
Gain on extinguishment of debt | 0 | 2,201 | 0 |
Equity income | 1,024 | 952 | 681 |
Loss on divestiture | 0 | (8,730) | 0 |
Other income - net | 654 | 319 | 900 |
Loss before income taxes | (15,265) | (14,857) | (84,349) |
Tax benefit | (2,105) | (10,384) | (6,296) |
Net loss | (13,160) | (4,473) | (78,053) |
Less net gain (loss) attributable to noncontrolling interests | 0 | 5 | (10,818) |
Net loss attributable to Jason Industries | (13,160) | (4,478) | (67,235) |
Accretion of preferred stock dividends and redemption premium | 4,070 | 3,783 | 3,600 |
Net loss available to common shareholders of Jason Industries | $ (17,230) | $ (8,261) | $ (70,835) |
Net loss per share available to common shareholders of Jason Industries: | |||
Basic and diluted (in dollars per share) | $ (0.62) | $ (0.32) | $ (3.15) |
Basic and diluted (in shares) | 27,595 | 26,082 | 22,507 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (13,160) | $ (4,473) | $ (78,053) |
Other comprehensive (loss) income: | |||
Employee retirement plan adjustments, net of tax (benefit) expense of ($66), $73, and ($95), respectively | (177) | 373 | (624) |
Foreign currency translation adjustments | (4,555) | 10,542 | (4,787) |
Net change in unrealized gains (losses) on cash flow hedges, net of tax expense (benefit) of $436, $814, and ($659), respectively | 1,349 | 1,317 | (1,064) |
Total other comprehensive (loss) income | (3,383) | 12,232 | (6,475) |
Comprehensive (loss) income | (16,543) | 7,759 | (84,528) |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0 | 43 | (11,870) |
Comprehensive (loss) income attributable to Jason Industries | $ (16,543) | $ 7,716 | $ (72,658) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Pension and other benefit plans, tax | $ (66) | $ 73 | $ (95) |
Cash flow hedges, tax | $ 436 | $ 814 | $ (659) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 58,169 | $ 48,887 |
Accounts receivable - net of allowances for doubtful accounts of $1,812 and $2,959 at 2018 and 2017, respectively | 60,559 | 68,626 |
Inventories - net | 63,747 | 70,819 |
Other current assets | 13,664 | 15,655 |
Total current assets | 196,139 | 203,987 |
Property, plant and equipment - net | 134,869 | 154,196 |
Goodwill | 44,065 | 45,142 |
Other intangible assets - net | 116,529 | 131,499 |
Other assets - net | 11,995 | 11,499 |
Total assets | 503,597 | 546,323 |
Current liabilities | ||
Current portion of long-term debt | 6,544 | 9,704 |
Accounts payable | 47,497 | 53,668 |
Accrued compensation and employee benefits | 14,452 | 17,433 |
Accrued interest | 89 | 276 |
Other current liabilities | 17,281 | 19,806 |
Total current liabilities | 85,863 | 100,887 |
Long-term debt | 387,244 | 391,768 |
Deferred income taxes | 17,725 | 25,699 |
Other long-term liabilities | 20,548 | 22,285 |
Total liabilities | 511,380 | 540,639 |
Commitments and Contingencies (Note 17) | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 40,612 shares issued and outstanding at December 31, 2018, including 794 shares declared on November 1, 2018 and issued on January 1, 2019, 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) | 40,612 | 49,665 |
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized, 27,394,978 shares issued and outstanding at December 31, 2018 and 25,966,381 shares issued and outstanding at December 31, 2017) | 3 | 3 |
Additional paid-in capital | 155,533 | 143,788 |
Retained deficit | (180,360) | (167,710) |
Accumulated other comprehensive loss | (23,571) | (20,062) |
Total shareholders’ (deficit) equity | (7,783) | 5,684 |
Total liabilities and shareholders’ (deficit) equity | $ 503,597 | $ 546,323 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Nov. 01, 2018 | Dec. 31, 2017 | Nov. 28, 2017 |
Allowance for doubtful accounts | $ 1,812 | $ 2,959 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued (in shares) | 40,612 | 794 | 49,665 | |
Preferred stock, shares outstanding (in shares) | 40,612 | 49,665 | ||
Preferred stock, shares declared (in shares) | 794 | 968 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | ||
Common stock, shares issued (in shares) | 27,394,978 | 25,966,381 | ||
Common stock, shares outstanding (in shares) | 27,394,978 | 25,966,381 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) shares in Thousands, $ 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 (in shares) at Dec. 31, 2015 | 45 | 22,295 | ||||||
Beginning balance at Dec. 31, 2015 | $ 84,994 | $ 45,000 | $ 2 | $ 143,533 | $ (95,997) | $ (21,456) | $ 71,082 | $ 13,912 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared (in shares) | 1 | |||||||
Dividends declared | (2,701) | $ 899 | (3,600) | (2,701) | ||||
Share-based compensation (in shares) | 149 | |||||||
Share-based compensation | (752) | (752) | (752) | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (44) | |||||||
Tax withholding related to vesting of restricted stock units | (155) | (155) | (155) | |||||
Net loss | (78,053) | (67,235) | (67,235) | (10,818) | ||||
Employee retirement plan adjustments, net of tax | (624) | (540) | (540) | (84) | ||||
Foreign currency translation adjustments | (4,787) | (4,013) | (4,013) | (774) | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | (1,064) | (870) | (870) | (194) | ||||
Exchange of common stock (in shares) | 2,402 | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 5,640 | (3,493) | 2,147 | (2,147) | |||
Ending balance (in shares) at Dec. 31, 2016 | 46 | 24,802 | ||||||
Ending balance at Dec. 31, 2016 | (3,142) | $ 45,899 | $ 2 | 144,666 | (163,232) | (30,372) | (3,037) | (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared (in shares) | 4 | |||||||
Dividends declared | (17) | $ 3,766 | (3,783) | (17) | ||||
Share-based compensation (in shares) | 106 | |||||||
Share-based compensation | 1,119 | 1,119 | 1,119 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (26) | |||||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (4,473) | (4,478) | (4,478) | 5 | ||||
Employee retirement plan adjustments, net of tax | 373 | 373 | 373 | |||||
Foreign currency translation adjustments | 10,542 | 10,506 | 10,506 | 36 | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 1,317 | 1,315 | 1,315 | 2 | ||||
Exchange of common stock (in shares) | 1,084 | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | $ 1 | 1,821 | (1,884) | (62) | 62 | ||
Ending balance (in shares) at Dec. 31, 2017 | 50 | 25,966 | ||||||
Ending balance at Dec. 31, 2017 | 5,684 | $ 49,665 | $ 3 | 143,788 | (167,710) | (20,062) | 5,684 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative impact of accounting changes | 384 | 510 | (126) | 384 | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 50 | 25,966 | ||||||
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 (in shares) | 3 | |||||||
Dividends declared | (10) | $ 3,083 | (3,093) | (10) | ||||
Share-based compensation (in shares) | 36 | |||||||
Share-based compensation | 2,709 | 2,709 | 2,709 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (3) | |||||||
Tax withholding related to vesting of restricted stock units | (7) | (7) | (7) | |||||
Net loss | (13,160) | (13,160) | (13,160) | |||||
Employee retirement plan adjustments, net of tax | (177) | (177) | (177) | |||||
Foreign currency translation adjustments | (4,555) | (4,555) | (4,555) | |||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 1,349 | 1,349 | 1,349 | |||||
Exchange of common stock (in shares) | (12) | 1,396 | ||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | $ (12,136) | 12,136 | 0 | ||||
Ending balance (in shares) at Dec. 31, 2018 | 41 | 27,395 | ||||||
Ending balance at Dec. 31, 2018 | $ (7,783) | $ 40,612 | $ 3 | $ 155,533 | $ (180,360) | $ (23,571) | $ (7,783) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (13,160) | $ (4,473) | $ (78,053) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 28,356 | 26,260 | 31,120 |
Amortization of intangible assets | 14,248 | 12,674 | 12,921 |
Amortization of deferred financing costs and debt discount | 2,937 | 2,943 | 3,008 |
Impairment charges | 0 | 0 | 63,285 |
Equity income | (1,024) | (952) | (681) |
Deferred income taxes | (7,995) | (17,345) | (14,112) |
(Gain) loss on disposals of property, plant and equipment - net | (1,142) | (759) | 880 |
Gain on extinguishment of debt | 0 | (2,201) | 0 |
Loss on divestiture | 0 | 8,730 | 0 |
Transaction fees on divestiture | 0 | (932) | 0 |
Dividends from joint ventures | 833 | 0 | 2,068 |
Share-based compensation | 2,709 | 1,119 | (752) |
Net increase (decrease) in cash due to changes in: | |||
Accounts receivable | 7,454 | 6,997 | (85) |
Inventories | 5,750 | 3,804 | 5,862 |
Other current assets | 2,819 | 1,464 | 7,346 |
Accounts payable | (6,015) | (7,897) | 5,886 |
Accrued compensation and employee benefits | (2,710) | 5,946 | (5,449) |
Accrued interest | (187) | 98 | 117 |
Accrued income taxes | (1,221) | 473 | 2,263 |
Other - net | (1,895) | (5,858) | (507) |
Total adjustments | 42,917 | 34,564 | 113,170 |
Net cash provided by operating activities | 29,757 | 30,091 | 35,117 |
Cash flows from investing activities | |||
Proceeds from disposals of property, plant and equipment | 3,531 | 8,809 | 3,413 |
Payments for property, plant and equipment | (13,753) | (15,873) | (19,780) |
Proceeds from divestitures, net of cash divested and debt assumed by buyer | 0 | 7,883 | 0 |
Acquisitions of patents | (152) | (104) | (86) |
Net cash (used in) provided by investing activities | (10,374) | 715 | (16,453) |
Cash flows from financing activities | |||
Payments of deferred financing costs | (649) | 0 | 0 |
Payments of First and Second Lien term loans | (5,600) | (21,826) | (3,100) |
Proceeds from other long-term debt | 3,387 | 8,596 | 10,150 |
Payments of other long-term debt | (7,076) | (10,816) | (16,138) |
Value added tax collected on building sale | 694 | 0 | 0 |
Payments of preferred stock dividends | (15) | (12) | (3,600) |
Other financing activities - net | (7) | (220) | (155) |
Net cash used in financing activities | (9,266) | (24,278) | (12,843) |
Effect of exchange rate changes on cash and cash equivalents | (835) | 1,498 | (904) |
Net increase in cash and cash equivalents | 9,282 | 8,026 | 4,917 |
Cash and cash equivalents, beginning of period | 48,887 | 40,861 | 35,944 |
Cash and cash equivalents, end of period | 58,169 | 48,887 | 40,861 |
Supplemental disclosure of cash flow information | |||
Interest | 30,687 | 30,242 | 28,717 |
Income taxes, net of refunds | 6,480 | 6,843 | 7,163 |
Noncash Investing and Financing Items [Abstract] | |||
Property, plant and equipment acquired through additional liabilities | 1,451 | 1,179 | 1,891 |
Accretion of preferred stock dividends | 2 | 6 | 1 |
Non-cash preferred stock created from dividends declared | 3,083 | 3,766 | 899 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 0 | 0 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 12,136 | 0 | 0 |
Buyer assumption of debt from divestiture | 0 | 2,950 | 0 |
Shareholders' (Deficit) Equity Attributable to Jason Industries, Inc. | |||
Cash flows from operating activities | |||
Net loss | (13,160) | (4,478) | (67,235) |
Noncash Investing and Financing Items [Abstract] | |||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | $ 0 | $ 62 | $ (2,147) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of business: Jason Industries, Inc. and its subsidiaries (collectively, the “Company”) is a global industrial manufacturing company with four reportable segments: finishing, components, seating and acoustics. The segments have operations within the United States and 13 foreign countries. The Company’s finishing segment focuses on the production of industrial brushes, polishing buffs and compounds, and abrasives that are used in a broad range of industrial and infrastructure applications. The components segment is a diversified manufacturer of expanded and perforated metal components and slip resistant surfaces. 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 Company’s fiscal year ends on December 31 . Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Friday. The exceptions are the first quarter, which begins on January 1 , and the fourth quarter, which ends on December 31 . For 2018 , the Company’s fiscal quarters were comprised of the three months ended 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 . Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2018 and 2017 , book overdrafts of approximately $0.2 million and $4.7 million , respectively, are included in accounts payable within the accompanying consolidated balance sheets. These amounts are held in accounts in which the Company has no right of offset with other cash balances. Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. The estimation of excess, obsolete and unmarketable inventory is based on a variety of factors, including material or product age, estimated usage and estimated market demand. The first-in, first-out (“FIFO”) method is used to determine cost for all of the Company’s inventories. Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Amortization is recorded for other intangible assets with determinable lives. Patents, customer relationships, and trademarks and other intangible assets are amortized on a straight-line basis over their estimated useful lives of 7 years, 10 to 15 years, and 5 to 18 years, respectively. Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The Company is subject to financial statement risk in the event that goodwill becomes impaired. See Note 8 , “ Goodwill and Other Intangible Assets ” for further discussion regarding the results of the Company’s goodwill impairment testing. Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the finishing segment and are accounted for using the equity method of accounting. As of December 31, 2018 and 2017 , the Company’s investment in these joint ventures was $6.3 million and $6.1 million , respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. The Company recognizes a tax (provision)/benefit from share-based compensation (income)/expense in the consolidated statements of operations in the period the share-based compensation (income)/expense is incurred. See Note 12 , “ Share-Based Compensation ” for further information regarding share-based compensation. Fair value of financial instruments: Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $387.4 million and $398.4 million as of December 31, 2018 and 2017 , respectively. The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the lowest level of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded currently or amortized over future periods. Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive (loss) income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are translated at average exchange rates. Resultant gains and losses are reflected within accumulated other comprehensive loss within the accompanying consolidated statements of shareholders’ (deficit) equity. Other comprehensive (loss) income: Other comprehensive (loss) income includes disclosure of financial information that historically has not been recognized in the calculation of net (loss) income. The Company’s other comprehensive income (loss) includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. Revenue recognition: 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 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 the year ended December 31, 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 the year ended December 31, 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 Accounting Standards Codification (“ASC”) 460, “ Guarantees ”, based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. Insurance proceeds: The Company maintains property and business interruption insurance coverage to mitigate the risk of incremental costs and/or lost revenues or profit margins resulting from disruption of business activities, whether at our own facility or that of a supplier. The Company records the incremental costs associated with such events as incurred and the related insurance recovery proceeds when deemed probable and collectible in the case of claims for direct cost recovery and when earned and realizable in the case of claims for business interruption related to lost revenues or profit margins. The incremental costs incurred as well as any associated insurance recoveries for covered events are recorded within operating income in the consolidated statements of operations. During 2018, the Company experienced a force majeure incident at a supplier in the seating segment that resulted in incremental costs to maintain production and lost revenues during the disruption period. As a result of this event, the Company received $2.2 million of insurance claims proceeds which were recorded as a component of cost of goods sold within the consolidated statement of operations. Research and development costs: Research and development costs consist of engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $3.2 million in the year ended December 31, 2018 , $3.6 million in the year ended December 31, 2017 , and $4.2 million in the year ended December 31, 2016 . Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred and were $1.6 million in the year ended December 31, 2018 , $1.8 million in the year ended December 31, 2017 , and $1.9 million in the year ended December 31, 2016 . Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. During the years ended December 31, 2018 , 2017 , and 2016 the Company had no individual customers at or above 10% of consolidated net sales. At December 31, 2018 , one customer accounted for greater than 10% of the Company’s consolidated accounts receivable balance; this customer accounted for 10% of the consolidated balance and is served by the acoustics segment. At December 31, 2017 , one customer accounted for greater than 10% of the Company’s consolidated accounts receivable balance; this customer accounted for 13% of the consolidated balance and is served by the acoustics segment. 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 above for discussion on our revenue recognition accounting policy and Note 3 , “ Net Sales ” for further discussion regarding the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities .” The updated guidance enhanced the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard was effective for interim and annual periods beginning after December 15, 2017. In February 2018, the FASB issued ASU 2018-03, “ Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ” (“ASU 2018-03”). ASU 2018-03 clarifies certain aspects of the guidance issued in ASU 2016-01 and was effective for interim periods beginning after June 15, 2018. The Company adopted both standards effective January 1, 2018 and determined that there was no impact on its consolidated financial statements. 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 was effective for annual periods beginning after December 15, 2017 and required 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 recorded a decrease to the opening retained deficit of $0.3 million . In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company adopted ASU 2017-07 effective January 1, 2018. The adoption of ASU 2017-07 did not have a significant impact on the Company’s consolidated financial statements. 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 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 consolidated financial statements. See Note 14 , “ 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 consolidated financial statements or the related fair value disclosures within the accompanying notes. 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 early adopted this standard effective September 29, 2018 on a prospective basis, and there was no impact to the consolidated financial statements as of and for the year ended December 31, 2018 as a result of the adoption of this standard. 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 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. During the fourth quarter of 2018, the Company finalized the inventory of lease contracts, implemented a lease contract accounting system, drafted lease accounting policies and procedures and concluded on 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 estimates that the impact of adopting ASU 2016-02 will result in recording of a righ |
Restatement of Previously Repor
Restatement of Previously Reported Financial Information | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Reported Financial Information | 2. Restatement of Previously Reported Financial Information During the first quarter of 2019, the Company identified an error in the income tax provision presented within the consolidated financial statement of operations for the year ended December 31, 2018 and deferred income taxes presented within the consolidated balance sheet as of December 31, 2018. The Company recorded a valuation allowance in 2018 for deferred tax assets related to disallowed interest expense deduction carryforwards under Internal Revenue Code Section 163(j) which was not appropriate in accordance with ASC 740, Income Taxes, as management has determined that the deferred tax assets were more likely than not to be realized. As a result of this error, the tax provision and deferred income tax liabilities were overstated by $6.2 million within the consolidated statement of operations and consolidated balance sheet. As a result of this income tax error, which materially misstated the previously issued 2018 financial statements, the consolidated financial statements of the Company as of and for the year ended December 31, 2018 have been restated. Amounts throughout the consolidated financial statements and notes thereto have been adjusted to incorporate the restated amounts, where applicable. The impact of the required correction to the consolidated statement of operations and comprehensive loss were as follows: For the Year Ended December 31, 2018 As Reported Adjustments As Restated Tax provision (benefit) $ 4,052 $ (6,157 ) $ (2,105 ) Net loss (19,317 ) 6,157 (13,160 ) Net loss attributable to Jason Industries (19,317 ) 6,157 (13,160 ) Net loss available to common shareholders of Jason Industries (23,387 ) 6,157 (17,230 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted $ (0.85 ) $ 0.23 $ (0.62 ) Comprehensive loss (22,700 ) 6,157 (16,543 ) Comprehensive loss attributable to Jason Industries (22,700 ) 6,157 (16,543 ) The impact of the required correction to the consolidated balance sheet was as follows: December 31, 2018 As Reported Adjustments As Restated Deferred income taxes $ 23,882 $ (6,157 ) $ 17,725 Total liabilities 517,537 (6,157 ) 511,380 Retained deficit (186,517 ) 6,157 (180,360 ) Total shareholders' deficit (13,940 ) 6,157 (7,783 ) The above restatement did not impact total net cash provided by (used in) operating, investing or financing activities within the consolidated statements of cash flows for any previous period. Other than the adjustments to net loss for the year ended December 31, 2018, which impacted recorded retained deficit and total shareholders' deficit, there were no other impacts to the consolidated statements of shareholders' (deficit) equity. There was no impact to the Company's previously reported segment Adjusted EBITDA for the year ended December 31, 2018. |
Net Sales
Net Sales | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | 3. 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 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 consolidated financial statements was recorded as a decrease to the opening retained deficit of $0.1 million as of January 1, 2018. Refer to Note 1 , “ Summary of Significant Accounting Policies ” for description of our revenue recognition accounting policy. 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 the year ended December 31, 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 and Tier-1 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: For the Year Ended December 31, 2018 Finishing Components Seating Acoustics Total United States $ 68,384 $ 83,028 $ 154,223 $ 123,422 $ 429,057 Europe 126,564 — 6,099 — 132,663 Mexico 8,762 — — 38,539 47,301 Other 3,927 — — — 3,927 Total $ 207,637 $ 83,028 $ 160,322 $ 161,961 $ 612,948 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: For the Year Ended December 31, 2018 Finishing Components Seating Acoustics Total Direct $ 112,047 $ 80,198 $ 156,311 $ 161,961 $ 510,517 Distribution 95,590 2,830 4,011 — 102,431 Total $ 207,637 $ 83,028 $ 160,322 $ 161,961 $ 612,948 |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | 4. Divestiture On August 30, 2017, the Company completed the divestiture of its European operations within the acoustics segment located in Germany (“Acoustics Europe”) for a net purchase price of $8.1 million , which included cash of $0.2 million , long-term debt assumed by the buyer of $3.0 million and other purchase price adjustments. The divestiture resulted in an $8.7 million pre-tax loss. Acoustics Europe had net sales of $32.9 million for the year ended December 31, 2016 and $22.9 million for the eight months ended August 30, 2017, the date of closing. The 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 consolidated statements of operations. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 5. Restructuring Costs On March 1, 2016, as part of a strategic review of organizational structure and operations, the Company announced a global cost reduction and restructuring program (the “2016 program”). The 2016 program, as used herein, refers to costs related to various restructuring activities across business segments. This includes entering into severance and termination agreements with employees and footprint rationalization activities, including exit and relocation costs for the consolidation and closure of plant facilities and lease termination costs. These activities were ongoing throughout the years ended December 31, 2016 , 2017 and 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 year ended December 31, 2018 primarily include charges related to the consolidation of two U.S. plants within the components segment, the consolidation of two U.S. plants within the acoustics segment, and the closure of the U.K. plant within the seating 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 year ended December 31, 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. The other costs incurred under the 2016 program for the year ended December 31, 2016 primarily include charges related to the closure of a facility within the components segment and a loss contingency for certain employment matters claims associated with the wind down of the finishing segment’s Brazil facility. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $16.3 million under the 2016 program. Restructuring costs are presented separately on the consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - year ended December 31, 2018: Severance costs $ 314 $ 212 $ 235 $ 138 $ — $ 899 Lease termination costs (4 ) — — — — (4 ) Other costs 165 710 167 2,521 — 3,563 Total $ 475 $ 922 $ 402 $ 2,659 $ — $ 4,458 Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ 58 $ (17 ) $ (38 ) $ (9 ) $ 1,172 Lease termination costs 88 — — 172 — 260 Other costs 1,235 1,276 — 323 — 2,834 Total $ 2,501 $ 1,334 $ (17 ) $ 457 $ (9 ) $ 4,266 Restructuring charges - year ended December 31, 2016: Severance costs $ 3,287 $ 378 $ 76 $ 977 $ 597 $ 5,315 Lease termination costs 344 — — — — 344 Other costs 1,003 514 — 56 — 1,573 Total $ 4,634 $ 892 $ 76 $ 1,033 $ 597 $ 7,232 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 December 31, 2018 . Finishing Components Seating Acoustics Corporate Total Cumulative restructuring charges - 2016 Program: Severance costs $ 4,779 $ 648 $ 294 $ 1,077 $ 588 $ 7,386 Lease termination costs 428 — — 172 — 600 Other costs 2,403 2,500 167 2,900 — 7,970 Total $ 7,610 $ 3,148 $ 461 $ 4,149 $ 588 $ 15,956 In addition to the restructuring costs described above, the Company incurred for the year ended December 31, 2018, approximately $1.4 million of accelerated depreciation expense related to the closure of the Richmond, Indiana facility in the acoustics segment. For the year ended December 31, 2016, the Company incurred approximately $1.4 million of additional charges related to the wind down of the finishing segment’s Brazil location, which included $0.7 million of accelerated depreciation of property, plant and equipment - net and $0.7 million of charges to reduce inventory balances, respectively, to decrease such balances to their estimated net realizable values. In both periods, these costs were presented within cost of goods sold within the consolidated statements of operations. The following table represents the restructuring liabilities for the 2016 program: Severance Lease Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 1,172 260 2,834 4,266 Cash payments (1,589 ) (528 ) (2,830 ) (4,947 ) Foreign currency impact 43 11 (10 ) 44 Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Current period restructuring charges 899 (4 ) 3,563 4,458 Cash payments (1,310 ) (70 ) (4,277 ) (5,657 ) Foreign currency impact (39 ) (2 ) (40 ) (81 ) Balance - December 31, 2018 $ 457 $ — $ 325 $ 782 At December 31, 2018 and December 31, 2017 , the restructuring liabilities were classified as other current liabilities on the consolidated balance sheets. At December 31, 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 related to certain employment matter claims within the finishing segment. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Raw material $ 31,501 $ 35,925 Work-in-process 3,672 4,375 Finished goods 28,574 30,519 Total inventories $ 63,747 $ 70,819 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Land and improvements $ 5,457 $ 6,556 Buildings and improvements 32,384 33,161 Machinery and equipment 203,237 191,903 Construction-in-progress 6,197 10,710 247,275 242,330 Less: Accumulated depreciation (112,406 ) (88,134 ) Property, plant and equipment, net $ 134,869 $ 154,196 For the year ended December 31, 2018, the Company recorded a $1.3 million gain on disposal of property, plant and equipment - net for the sale of a building related to the closure of the seating segment’s U.K. facility. In connection with the sale, the Company collected $0.7 million of value-added tax which is to be remitted to the relevant tax authorities in the first quarter of 2019 and is included within cash flows provided by financing activities within the consolidated statement of cash flows. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill, all of which is within the Company’s finishing segment, were as follows: Balance as of December 31, 2016 $ 42,157 Foreign currency impact 2,985 Balance as of December 31, 2017 $ 45,142 Foreign currency impact (1,077 ) Balance as of December 31, 2018 $ 44,065 At December 31, 2018 and December 31, 2017 , accumulated goodwill impairment losses were $122.1 million , primarily due to $58.8 million related to the seating reporting unit, $29.8 million related to the acoustics reporting unit, and $33.2 million related to the components reporting unit. Fiscal 2018 and 2017 Impairment Assessment The Company performed its annual goodwill impairment tests in the fourth quarters of 2018 and 2017 and determined that the fair value of the finishing reporting unit, the only reporting unit with a recorded goodwill balance, exceeded the carrying value of the reporting unit by over 15% in each year. In connection with the goodwill impairment test, the Company engaged a third-party valuation firm to assist management with determining the fair value estimate for the reporting unit. The fair value of the reporting unit is determined using a weighted average of an income approach primarily based on the Company’s three year strategic plan and a market approach based on implied valuation multiples of public company peer groups for the reporting unit. Both approaches are generally deemed equally relevant in determining reporting unit enterprise value, and as a result, weightings of 50 percent were used for each. This fair value determination was categorized as Level 3 in the fair value hierarchy. In connection with obtaining an independent third-party valuation, management provided certain information and assumptions that were utilized in the fair value calculation. Significant assumptions used in determining reporting unit fair value include forecasted cash flows, revenue growth rates, adjusted EBITDA margins, weighted average cost of capital (discount rate), assumed tax treatment of a future sale of the reporting unit, terminal growth rates, capital expenditures, sales and EBITDA multiples used in the market approach, and the weighting of the income and market approaches. A change in any of these assumptions, individually or in the aggregate, or future financial performance that is below management expectations may result in the carrying value of this reporting unit exceeding its fair value, and goodwill and amortizable intangible assets could be impaired. Fiscal 2016 Impairment Assessment In performing the first step of the annual goodwill impairment test in the fourth quarter of 2016 (performed prior to the adoption of ASU 2017-04 “ Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ”), the Company determined that the estimated fair values of the acoustics and components reporting units were lower than the carrying values of the respective reporting units, requiring further analysis under the second step of the impairment test. The decline in the estimated fair value of the acoustics reporting unit was primarily due to lower long-term revenue growth expectations resulting from the strategic review of capital allocation and investment priorities as compared to the Company’s prior growth plan for the business. The fair value of the acoustics reporting unit was also negatively impacted by a projected cyclical decline in the North American automotive industry end-market. The decline in the estimated fair value of the components reporting unit was primarily due to lower long-term revenue expectations resulting from the annual budgeting and strategic planning process as compared to the Company’s prior plan for the business, primarily due to projected longer-term weakness in the rail end-market. In performing the second step of the impairment testing, the Company performed a theoretical purchase price allocation for the acoustics and components reporting units to determine the implied fair values of goodwill which were compared to the recorded amounts of goodwill for each reporting unit. Upon completion of the second step of the goodwill impairment test, the Company recorded non-cash goodwill impairment charges of $63.0 million , representing full goodwill impairments of $29.8 million and $33.2 million in the acoustics and components reporting units, respectively. The goodwill impairment charges are recorded as impairment charges in the consolidated statements of operations. In connection with the goodwill impairment tests in 2016, the Company engaged a third-party valuation firm to assist management with determining fair value estimates for the reporting units in the goodwill impairment test. In 2016, the third-party valuation firm was also involved in assisting management in estimating fair values of tangible and intangible assets used in the second step of the goodwill impairment test. In connection with obtaining an independent third-party valuation, management provided certain information and assumptions that were utilized in the fair value calculation. Significant assumptions used in determining reporting unit fair value included forecasted cash flows, revenue growth rates, adjusted EBITDA margins, weighted average cost of capital (discount rate), assumed tax treatment of a future sale of the reporting unit, terminal growth rates, capital expenditures, sales and EBITDA multiples used in the market approach, and the weighting of the income and market approaches. The fair values of the reporting units were determined using a weighted average of an income approach primarily based on the Company’s three year strategic plan and a market approach based on implied valuation multiples of public company peer groups for each reporting unit. Both approaches were deemed equally relevant in determining reporting unit enterprise value, and as a result, weightings of 50 percent were used for each. This fair value determination was categorized as Level 3 in the fair value hierarchy. Other Intangible Assets The Company’s other amortizable intangible assets consisted of the following: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,038 $ (1,018 ) $ 1,020 $ 1,985 $ (671 ) $ 1,314 Customer relationships 105,539 (30,634 ) 74,905 110,210 (24,775 ) 85,435 Trademarks and other intangibles 56,405 (15,801 ) 40,604 57,373 (12,623 ) 44,750 Total amortized other intangible assets $ 163,982 $ (47,453 ) $ 116,529 $ 169,568 $ (38,069 ) $ 131,499 Other amortizable intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded related to tangible or intangible assets during 2018 and 2017 . In connection with the evaluation of the goodwill impairment in the acoustics and components reporting units in 2016, the Company assessed tangible and intangible assets for impairment prior to performing the second step of the goodwill impairment test. As a result of this analysis, it was determined that there were no impairment charges to record related to these assets. The approximate weighted average remaining useful lives of the Company’s intangible assets a t December 31, 2018 are as follows: patents - 4.8 years; customer relationships - 10.1 years; and trademarks and other intangibles - 10.8 years. Amortization of intangible assets approximated $14.2 million , $12.7 million , and $12.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Included within amortization expense for the year ended December 31, 2018, was $2.3 million of accelerated amortization expense in the components segment related to the exit from non-core product lines for smart utility meter subassemblies in 2018. Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for each of the next five years and thereafter to be the following: 2019 $ 11,707 2020 11,706 2021 11,564 2022 11,391 2023 11,382 Thereafter 58,779 $ 116,529 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 9. Debt and Hedging Instruments The Company’s debt consisted of the following: December 31, 2018 December 31, 2017 First Lien Term Loans $ 292,540 $ 298,018 Second Lien Term Loans 89,887 90,007 Debt discount on Term Loans (2,669 ) (3,602 ) Deferred issuance costs on Term Loans (4,052 ) (5,586 ) Foreign debt 17,469 21,795 Capital lease obligations 613 840 Total debt 393,788 401,472 Less: Current portion (6,544 ) (9,704 ) Total long-term debt $ 387,244 $ 391,768 Future annual maturities of long-term debt outstanding at December 31, 2018 are as follows: 2019 $ 6,544 2020 6,619 2021 289,008 2022 92,199 2023 3,683 Thereafter 2,456 Total future annual maturities of long term debt outstanding 400,509 Less: Debt discounts on Term Loans (2,669 ) Less: Deferred issuance costs on Term Loans (4,052 ) Total debt $ 393,788 Senior Secured Credit Facilities As of December 31, 2018 , the Company’s U.S. credit facility included (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing June 30, 2021, of which $292.5 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 consolidated balance sheets. The unamortized amount of debt issuance costs as of December 31, 2018 were $4.1 million related to the First Lien Term Loans and Second Lien Term Loans and $0.8 million related to the Revolving Credit Facility. Debt issuance costs related to the First Lien Term Loans and Second Lien Term Loans are recorded in total long-term debt, and debt issuance costs related to the Revolving Credit Facility are recorded in other assets - net. These costs are amortized into interest expense over the life of the respective borrowings on a straight-line basis. The principal amount of the First Lien Term Loans amortizes in quarterly installments 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 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. The Company did not borrow on its Revolving Credit Facility during 2018. At December 31, 2018 , the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 7.3% and 10.8% , respectively. At December 31, 2018 , the Company had a total of $29.4 million of availability for additional borrowings under the Revolving Credit Facility since the Company had no outstanding borrowings and letters of credit outstanding of $4.9 million , which reduce availability under the facility. 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. For the year ended December 31, 2018 , there is no required mandatory excess cash flow prepayment under the Senior Secured Credit Facilities. 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 consolidated balance sheets and was paid in April 2018. During 2017, the Company repurchased $20.0 million of Second Lien Term Loans for $16.8 million . In connection with the repurchase, the Company wrote off $0.4 million of previously unamortized debt discount and $0.4 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $2.4 million , which has been recorded within the consolidated statements of operations. In the fourth quarter of 2017, the Company utilized $2.4 million of cash received during the third quarter from the sale of Acoustics Europe to retire foreign debt in Germany and incurred a $0.2 million prepayment fee, which was recorded as an offset to the gain on extinguishment of debt. Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2018 December 31, 2017 Germany $ 15,002 $ 18,003 Mexico 2,000 3,179 India 467 599 Other — 14 Total foreign debt $ 17,469 $ 21,795 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.1 million to $9.3 million and $0.1 million to $11.2 million as of December 31, 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 December 31, 2018 . The foreign debt obligations in Germany primarily relate to term loans of $15.0 million at December 31, 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. 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 December 31, 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 years ended December 31, 2018 and 2017 , the Company recognized $0.2 million of interest income and $1.9 million of interest expense, respectively, related to the Swaps. There was no interest expense recognized in 2016. Based on current interest rates, the Company expects to recognize interest income of $1.5 million related to the Swaps in 2019 . The fair values of the Company’s Swaps are recorded on the consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The fair value of the Swaps is $1.9 million at December 31, 2018 and $0.1 million at December 31, 2017 , respectively. See the amounts recorded on the consolidated balance sheets within the table below: December 31, 2018 December 31, 2017 Interest rate swaps: Recorded in other current assets $ 1,325 $ — Recorded in other assets - net 542 537 Recorded in other current liabilities — (458 ) Total net asset derivatives designated as hedging instruments $ 1,867 $ 79 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | 10. Leases Lease Obligations The Company leases machinery, transportation equipment and office, warehouse and manufacturing facilities under agreements which are accounted for as operating leases. Many of the leases include provisions that enable the Company to renew the lease, and certain leases are subject to various escalation clauses. Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 are as follows: 2019 $ 10,654 2020 8,849 2021 7,296 2022 6,045 2023 4,654 Thereafter 21,691 $ 59,189 Total rental expense under operating leases was $11.9 million , $12.2 million , $13.1 million for the years end December 31, 2018 , December 31, 2017 , and December 31, 2016 , respectively. Sale Leaseback In April 2017 , the Company completed a sale leaseback of its Libertyville, Illinois facility consisting of land and production facilities utilized by its components segment. In connection with the sale, the Company received proceeds, net of fees and closing costs, of $5.6 million and recorded a deferred gain of $1.1 million which is being recognized over the term of the lease as a reduction of rent expense. The lease commenced in April 2017 and expires in March 2032 . The Company has classified th e lease as an operating lease and will pay approximately $10.1 million in minimum lease payments over the life of the lease. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | 11. Shareholders ’ (Deficit) Equity At December 31, 2018 , the Company has authorized for issuance 120,000,000 shares of $0.0001 par value common stock, of which 27,394,978 shares were issued and outstanding, and has authorized for issuance 5,000,000 shares of $0.0001 par value preferred stock, of which 40,612 shares were issued and outstanding, including 794 shares declared as a dividend on November 1, 2018 and issued on January 1, 2019 . Series A Preferred Stock On June 30, 2014, the Company issued 45,000 shares of Series A Preferred Stock with offering proceeds of $45.0 million and offering costs of $2.5 million . Holders of the Series A Preferred Stock are entitled to cumulative dividends at an 8.0% dividend rate per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year in cash or by delivery of Series A Preferred Stock shares. Holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the years ended December 31, 2018 , 2017 and 2016 . Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2016 November 15, 2015 $20.00 $900 — April 1, 2016 February 15, 2016 $20.00 $900 — July 1, 2016 May 15, 2016 $20.00 $900 — October 1, 2016 August 15, 2016 $20.00 $900 — January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 October 1, 2017 August 15, 2017 $20.00 $955 952 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 October 1, 2018 August 15, 2018 $20.00 $781 778 On November 1, 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 January 1, 2019 to holders of record on November 15, 2018 . As of December 31, 2018 , the Company has recorded the 794 additional Series A Preferred Stock shares declared for the dividend of $0.8 million within preferred stock in the 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 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 consolidated statements of operations. Warrants As of December 31, 2018 , the Company had 13,993,773 warrants outstanding. Each outstanding warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $ 12.00 per share, subject to adjustment, at any time. The warrants will expire on June 30, 2019 , or earlier upon redemption. In February 2015, the Company’s Board of Directors authorized the purchase of up to $5.0 million of the Company’s outstanding warrants. Management is authorized to make purchases from time to time in the open market or through privately negotiated transactions. There is no expiration date to this authority. No warrants were repurchased during the years ended December 31, 2018 , 2017 and 2016 . Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. Following the consummation of the June 30, 2014 go public business combination, Jason became an indirect majority-owned subsidiary of the Company, with the Company then owning approximately 83.1% of JPHI Holdings Inc. (“JPHI”) and the rollover participants then owning a noncontrolling interest of approximately 16.9% of JPHI. The rollover participants received 3,485,623 shares of JPHI, which were exchangeable on a one -for-one basis for shares of common stock of the Company. In 2016, certain rollover participants exchanged 2,401,616 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 6.0 percent . In the first quarter of 2017, certain rollover participants exchanged the remaining 1,084,007 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 0% , and no shares of JPHI stock remain outstanding as of December 31, 2018 . The decreases to the noncontrolling interest as a result of the exchange resulted in an increase in both accumulated other comprehensive loss and additional paid-in capital to reflect the Company’s increased ownership in JPHI. Accumulated Other Comprehensive Loss The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive loss before reclassifications (545 ) (4,013 ) (870 ) (5,428 ) Amount reclassified from accumulated other comprehensive loss 5 — — 5 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (186 ) (3,154 ) (153 ) (3,493 ) Balance at December 31, 2016 (1,777 ) (27,404 ) (1,191 ) (30,372 ) Other comprehensive loss before reclassifications 365 11,394 156 11,915 Amount reclassified from accumulated other comprehensive loss 8 (888 ) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at December 31, 2017 (1,517 ) (18,596 ) 51 (20,062 ) Cumulative impact of accounting changes (137 ) — 11 (126 ) Other comprehensive income before reclassifications (223 ) (4,555 ) 1,467 (3,311 ) Amount reclassified from accumulated other comprehensive loss 46 — (118 ) (72 ) Balance at December 31, 2018 $ (1,831 ) $ (23,151 ) $ 1,411 $ (23,571 ) |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation | 12. Share-Based Compensation The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock units and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years for restricted stock awards and the performance period for performance share units. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. Share based compensation expense is reported in selling and administrative expenses in the Company’s consolidated statements of operations. 2014 Omnibus Incentive Plan In 2014, the Company’s Board of Directors and shareholders 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, which the Company’s shareholders approved on May 16, 2018. Awards under the 2014 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock awards and RSUs, performance awards, other stock-based awards, and other cash-based awards. At December 31, 2018 , there were 2,609,316 shares of common stock that remained authorized and available for future grants. Share-Based Compensation Expense The Company recognized the following share-based compensation expense (income): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Restricted Stock Units $ 2,270 $ 913 $ 1,300 Adjusted EBITDA Vesting Awards 439 197 (2,399 ) Stock Price Vesting Awards — 9 101 ROIC Vesting Awards — — — Subtotal 2,709 1,119 (998 ) Impact of accelerated vesting — — 246 Total share-based compensation expense (income) $ 2,709 $ 1,119 $ (752 ) Total income tax benefit (provision) $ 667 $ 276 $ (294 ) As of December 31, 2018 , $5.6 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 2.0 years. The total unrecognized share-based compensation expense to be recognized in future periods as of December 31, 2018 does not consider the effect of share-based awards that may be issued in subsequent periods. General Terms of Awards The Compensation Committee of the Board of Directors has discretion to establish the terms and conditions for grants, including the number of shares, vesting and required service or other performance criteria. RSU and performance share unit awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting, or continued eligibility for vesting, upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. Dividend equivalents on common stock, if any, are accrued for RSUs and performance share units granted to employees and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the unit are delivered to the employee. All RSUs and performance share units granted to employees are payable in shares of common stock and are classified as equity awards. The rights granted to the recipient of employee RSU awards generally vest annually in equal installments on the anniversary of the grant date or in two equal installments over the restriction or vesting period, which is generally three years. Vested RSUs are payable in common stock within a thirty day period following the vesting date. The Company records compensation expense of RSU awards based on the fair value of the awards at the date of grant ratably over the period during which the restrictions lapse. Performance share unit awards based on cumulative and average performance metrics (i.e. average return on invested capital (“ROIC”) and Adjusted EBITDA) are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 150% for those awards granted from 2014 through 2016 and from zero to 100% for those awards granted in 2017, depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of three years . Performance share unit awards based on achievement of certain established stock price targets are payable in common stock if the last sales price of the Company’s common stock equals or exceeds established stock price targets in any twenty trading days within a thirty trading day period during the performance period. The Company expenses the cost of the stock price-based performance share unit awards based on the fair value of the awards at the date of grant ratably over the derived service period of the award. The Company also issues RSUs as share-based compensation for members of the Board of Directors. Director RSUs vest one year from the date of grant. In the event of termination of a member’s service on the Board of Directors prior to a vesting date, all unvested RSUs of such holder will be forfeited. Vested RSUs are deferred and then delivered to members of the Board of Directors within six months following the termination of their directorship. All awards granted are payable in shares of common stock or cash payment equal to the fair market value of the shares at the discretion of our Compensation Committee, and are classified as equity awards due to their expected settlement in common stock. Compensation expense for these awards is measured based upon the fair value of the awards at the date of grant. Dividend equivalents on common stock are accrued for RSUs awarded to the Board of Directors and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the RSU are delivered to a member of the Board of Directors following the termination of their directorship. Restricted Stock Units The following table summarizes RSU activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,033 $ 2.84 554 $ 5.22 401 $ 8.70 Granted 2,166 2.94 745 1.32 375 3.75 Issued (36 ) 3.72 (265 ) 4.84 (211 ) 7.62 Deferred — — 159 3.69 62 4.24 Forfeited (13 ) 3.02 (160 ) 1.53 (73 ) 9.04 Outstanding at end of period 3,150 $ 2.89 1,033 $ 2.84 554 $ 5.22 As of December 31, 2018 , there was $5.0 million of unrecognized share-based compensation expense related to 2,862,044 RSU awards, with a weighted-average grant date fair value of $2.64 , that are expected to vest over a weighted-average period of 2.1 years. Included within the total 3,150,498 RSU awards outstanding as of December 31, 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 . The total fair values of shares vested during the years ended December 31, 2018 , 2017 and 2016 were $0.1 million , $0.3 million and $0.7 million , respectively. The fair values of these awards were determined based on the Company’s stock price on the grant date. In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the years ended December 31, 2018 , 2017 and 2016 , 2,837 , 25,532 and 43,806 shares, respectively, were withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying consolidated statements of shareholders’ (deficit) equity. Performance Share Units Adjusted EBITDA Vesting Awards The following table summarizes Adjusted EBITDA vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 908 $ 1.30 723 $ 9.67 871 $ 9.81 Granted — — 1,058 1.30 — — Adjustment for performance results achieved (1) — — (708 ) 9.65 — — Vested — — — — — — Forfeited — — (165 ) 2.11 (148 ) 10.49 Outstanding at end of period 908 $ 1.30 908 $ 1.30 723 $ 9.67 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the three -year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric. Adjusted EBITDA Vesting Awards - 2014 and 2015 Grant During 2014 and 2015, 1,357,942 performance share unit awards were granted to certain executive officers and senior management employees. The awards were payable upon the achievement of certain established cumulative Adjusted EBITDA performance targets over a three year performance period of July 1, 2014 through June 30, 2017. During 2016, the Company lowered its estimated vesting of the 2014 and 2015 performance share unit awards to an estimated vesting payout of 0% , or 0 shares, resulting in $2.4 million of share-based compensation income due to declines in profitability. The award period expired on June 30, 2017 with no awards vesting. Adjusted EBITDA Vesting Awards - 2017 Grant During the year ended December 31, 2017, the Company granted 1,057,505 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three year performance period ending on March 30, 2020. Distributions under these awards are payable at the end of the performance period in common stock. The total potential payouts for awards granted during the year ended December 31, 2017 ranged from zero to 907,505 shares, should certain performance targets be achieved. Compensation expense for the Adjusted EBITDA based performance share unit awards is currently being recognized based on an estimated payout of 100% of target, or 907,505 shares. As of December 31, 2018 , there was $0.6 million of unrecognized compensation expense related to Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 1.3 years. Stock Price Vesting Awards As of December 31, 2018 , the stock price vesting awards are no longer outstanding as the award period expired on June 30, 2017 with no awards vesting. ROIC Vesting Awards The following table summarizes ROIC vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 410 $ 3.70 513 $ 3.65 — $ — Granted — — — — 599 3.62 Adjustment for performance results achieved (1) (398 ) 3.71 — — — — Vested — — — — — — Forfeited (12 ) 3.46 (103 ) 3.46 (86 ) 3.46 Outstanding at end of period — $ — 410 $ 3.70 513 $ 3.65 (1) Adjustment for ROIC awards originally granted in 2016 was due to the number of shares vested at the end of the three -year performance period ended December 31, 2018 being lower than the minimum achievement of the targeted ROIC performance metric. During the year ended December 31, 2016, 599,336 performance share unit awards were granted to certain executive officers and senior management employees, payable upon the achievement of an ROIC performance target during a three year measurement period ending on December 31, 2018. There were no ROIC performance awards granted during the years ended December 31, 2018 and December 31, 2017 . Performance share unit awards based on ROIC performance metrics were payable at the end of their respective performance period in common stock. The total potential payouts for awards granted during the year ended December 31, 2016 ranged from zero to 410,336 shares, should certain performance targets be achieved. Compensation expense for ROIC based performance share unit awards outstanding during the year ended December 31, 2018 was recognized based on an estimated payout of 0% of target, or 0 shares. During the fourth quarter of 2016, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 273,557 shares, to an estimated vesting payout of 0% . As of December 31, 2018 , there was no unrecognized compensation expense related to ROIC based vesting performance share unit awards expected to be recognized in subsequent periods, and the awards are no longer outstanding as the award period expired on December 31, 2018 with no awards vesting. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 13. 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 convertible into shares of Jason Industries. Such Rollover Shares were contributed by former owners and management of Jason Partners Holdings Inc. prior to the Company’s acquisition of JPHI. Public warrants (“warrants”) consist of warrants to purchase shares of Jason Industries common stock which are quoted on Nasdaq under the symbol “JASNW.” The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares is as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.62 ) $ (0.32 ) $ (3.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (17,230 ) $ (8,261 ) $ (70,835 ) Denominator: Basic and diluted weighted-average shares outstanding 27,595 26,082 22,507 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,235 3,858 3,656 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — 59 3,427 Restricted stock units 2,331 796 503 Performance share units 1,307 1,379 1,917 Total 20,867 20,086 23,497 (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 794 additional Series A Preferred Stock shares from a stock dividend declared on November 1, 2018 to be paid in additional shares of Series A Preferred Stock on January 1, 2019 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each one preferred share. (3) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the fourth quarter of 2016 and first quarter of 2017. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses available to the Company’s common shareholders for each of the periods presented, potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The legislation significantly changed U.S. tax law by lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries, among others. The Tax Reform Act also added many new provisions including changes to bonus depreciation and the deductions for executive compensation and interest expense. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax liabilities at December 31, 2017 and recognized a provisional $11.1 million tax benefit in the Company’s consolidated statements of operations for the year ended December 31, 2017. The Tax Reform Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through the year ended December 31, 2017. The Company had an estimated $54.5 million of undistributed foreign earnings and profits subject to the deemed mandatory repatriation and recognized a provisional $5.3 million of income tax expense in the Company’s consolidated statements of operations for the year ended December 31, 2017. After the utilization of existing net operating loss carryforwards, the Company did not incur any U.S. federal cash taxes resulting from the deemed mandatory repatriation. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provisions that require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows companies to make an accounting election to either treat taxes due on future GILTI inclusions in U.S. taxable income as current period expense when incurred (“period cost method”) or factor such amounts into the measurement of its deferred taxes (“deferred method”). The Company has elected to use the period cost method. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) 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 recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included those estimated amounts in its consolidated financial statements for the year ended December 31, 2017. During the year ended December 31, 2018 , the Company finalized the accounting for these items and recorded an adjustment to reduce the amount of income tax expense attributable to the deemed mandatory repatriation of foreign subsidiary earnings and profits by $0.5 million . The final adjustment required to revalue net deferred tax liabilities was immaterial. The consolidated loss before income taxes consisted of the following: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Domestic $ (33,179 ) $ (27,919 ) $ (93,639 ) Foreign 17,914 13,062 9,290 Loss before income taxes $ (15,265 ) $ (14,857 ) $ (84,349 ) The consolidated provision (benefit) for income taxes included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Current Federal $ 53 $ 208 $ — State 53 (125 ) 57 Foreign 5,784 6,878 7,759 Total current income tax provision 5,890 6,961 7,816 Deferred Federal (5,723 ) (14,864 ) (9,059 ) State (833 ) (1,281 ) (1,781 ) Foreign (1,439 ) (1,200 ) (3,272 ) Total deferred income tax benefit (7,995 ) (17,345 ) (14,112 ) Total income tax benefit $ (2,105 ) $ (10,384 ) $ (6,296 ) The income tax benefit recognized in the accompanying consolidated statements of operations differs from the amounts computed by applying the Federal income tax rate to loss before income taxes. A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Tax at Federal statutory rate 21.0 % 35.0 % 35.0 % State taxes - net of Federal benefit 7.8 7.7 1.5 Research and development incentives 3.6 1.7 0.5 Foreign rate differential (7.4 ) 5.2 1.3 Valuation allowances (0.2 ) 5.0 (1.8 ) Change in foreign tax rates — (1.2 ) 0.6 Decrease (increase) in tax reserves (1.6 ) (0.4 ) 1.0 Stock compensation expense (2.1 ) (6.7 ) (0.6 ) U.S. taxation of foreign earnings (1) (13.1 ) (10.2 ) (3.6 ) Non-deductible meals and entertainment (0.3 ) (0.3 ) (0.1 ) Non-deductible impairment charges (2) — — (25.7 ) Change in U.S. tax rate (3) — 72.5 — Transition tax on unremitted foreign earnings (4) 3.3 (35.7 ) — Other 2.8 (2.7 ) (0.6 ) Effective tax rate 13.8 % 69.9 % 7.5 % (1) During the year ended December 31, 2018 , the U.S. taxation of foreign earnings includes the recognition of GILTI and the U.S. taxation of other foreign income. During the year ended December 31, 2017 , the amount includes a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered permanently reinvested. During the year ended December 31, 2016 , the amount includes the recognition of a deferred tax liability for the foreign earnings of the Company’s non-majority owned joint venture holding that are no longer considered permanently reinvested. (2) During the year ended December 31, 2016 , the non-deductible impairment charges are related to the impairment of goodwill and other intangible assets. (3) During the year ended December 31, 2017, the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the years ended December 31, 2018 and 2017 , the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2018 December 31, 2017 Deferred tax assets Accrued expenses and reserves $ 2,289 $ 2,685 Postretirement and postemployment benefits 924 1,702 Employee benefits 3,125 3,476 Inventories 1,072 1,392 Other assets 1,526 1,868 Operating loss and credit carryforwards 20,939 15,257 Gross deferred tax assets 29,875 26,380 Less valuation allowance (3,828 ) (4,220 ) Deferred tax assets 26,047 22,160 Deferred tax liabilities Property, plant and equipment (14,969 ) (15,670 ) Intangible assets and other liabilities (25,804 ) (28,912 ) Foreign investments (1,261 ) (1,688 ) Deferred tax liabilities (42,034 ) (46,270 ) Net deferred tax liability $ (15,987 ) $ (24,110 ) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,738 $ 1,589 Deferred income taxes (17,725 ) (25,699 ) Net amount recognized $ (15,987 ) $ (24,110 ) At December 31, 2018 , the Company has U.S. federal and state net operating loss carryforwards, which expire at various dates through 2037, approximating $23.3 million and $102.7 million , respectively. In addition, the Company has U.S. state tax credit carryforwards of $1.0 million which expire between 2018 and 2032. The Company’s foreign net operating loss carryforwards total approximately $15.7 million (at December 31, 2018 exchange rates). The majority of these foreign net operating loss carryforwards are available for an indefinite period. Valuation allowances totaling $3.8 million and $4.2 million as of December 31, 2018 and 2017 , respectively, have been established for deferred income tax assets primarily related to certain subsidiary losses that may not be realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their expiration. Although realization is not assured, management believes it is more-likely-than-not that the net deferred income tax assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could change in the near term if future taxable income during the carryforward period fluctuates. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Balance at beginning of period $ 1,916 $ 1,881 $ 2,928 Additions (reductions) based on tax positions related to current year 168 267 126 Reductions related to lapses of statute of limitations — (232 ) (1,173 ) Balance at end of period $ 2,084 $ 1,916 $ 1,881 Of the $2.1 million , $1.9 million , and $1.9 million of unrecognized tax benefits as of December 31, 2018 , 2017 and 2016 , respectively, approximately $2.1 million , $1.9 million , and $1.6 million , respectively, would impact the effective income tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of its income tax provision. During the years ended December 31, 2018 , 2017 and 2016 , the Company had an immaterial amount of interest and penalties that were recognized as a component of the income tax provision. At December 31, 2018 and 2017 , the Company has an immaterial amount of accrued interest and penalties related to taxes included within the consolidated balance sheet. During the next twelve months, the Company believes it is reasonably possible the total amount of unrecognized tax benefits will stay the same. The Company, along with its subsidiaries, files returns in the U.S. Federal and various state and foreign jurisdictions. With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years Brazil 2014 - 2018 France 2014 - 2018 Germany 2012 - 2018 Mexico 2013 - 2018 Sweden 2013 - 2018 United Kingdom 2016 - 2018 United States (federal) 2014 - 2018 United States (state and local) 2014 - 2018 During the fourth quarter of 2017, the Company changed its assertion regarding the permanent reinvestment of earnings of its wholly-owned non U.S. subsidiaries. This change in assertion was triggered by the anticipated future impact of changes arising from the enactment of the Tax Reform Act, including the interest expense deduction limitation and significant reduction in the U.S. taxation of earnings repatriated from the Company’s foreign su bsidiaries. As a result, during the year ended December 31, 2017, the Company recognized a deferred tax liability of $1.7 million on the undistributed earnings of its wholly-owned foreign subsidiaries. As of the year ended December 31, 2018 , the Company has recognized a $1.3 million deferred tax liability on the undistributed earnings of its wholly-owned foreign subsidiaries. During the second quarter of 2016, the Company changed its assertion regarding the permanent reinvestment of earnings of its non-majority owned joint venture holding. Such change in assertion was driven by several factors. Prior to the second quarter of 2016, the Company had the ability and intent to block the payment of distributions; the Company changed its stance in the second quarter of 2016 to be open to joint venture distributions. This change coincided with the re-evaluation of the joint venture partners during that quarter of the willingness and ability of the entity to distribute excess cash balances given the maturity, stability and revised growth expectations of the joint venture operations. The impact of this change in assertion was to reduce the income tax benefit for the year ended December 31, 2016 by $2.9 million . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans Defined contribution plans The Company maintains a 401(k) Plan for substantially all full time U.S. employees (the “401(k) Plan”). Company contributions are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50% of their compensation to individual accounts within the 401(k) Plan subject to Internal Revenue Service limitations. Employer contributions are equal to 50% of the first 6% of employee’s eligible annual cash compensation, also subject to Internal Revenue Service limitations. Expense recognized related to the 401(k) Plan totaled approximately $2.1 million , $2.1 million and $2.4 million , for the years ended December 31, 2018 , 2017 and 2016 , respectively. Defined benefit pension plans The Company maintains defined benefit pension plans covering union and certain other employees. These plans are frozen to new participation. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 9,661 $ 10,605 $ 12,856 $ 15,054 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 10,605 $ 10,626 $ 15,468 $ 13,532 Service cost — — 190 177 Interest cost 350 393 328 312 Actuarial (gain) loss (602 ) 292 (483 ) 388 Benefits paid (692 ) (706 ) (1,617 ) (502 ) Other — — 27 8 Currency translation adjustment — — (680 ) 1,553 Projected benefit obligation at end of year $ 9,661 $ 10,605 $ 13,233 $ 15,468 Change in plan assets Fair value of plan assets at beginning of year $ 10,055 $ 9,282 $ 7,446 $ 6,316 Actual return on plan assets (452 ) 1,110 (184 ) 536 Employer and employee contributions 307 410 525 485 Benefits paid (692 ) (706 ) (1,621 ) (506 ) Other (39 ) (41 ) — — Currency translation adjustment — — (349 ) 615 Fair value of plan assets at end of year $ 9,179 $ 10,055 $ 5,817 $ 7,446 Funded status $ (482 ) $ (550 ) $ (7,416 ) $ (8,022 ) Weighted-average assumptions Discount rates 4.02%-4.08% 3.33%-3.45% 2.00%-2.80% 1.80%-2.40% Rate of compensation increase N/A N/A 2.00%-3.70% 2.00%-3.70% Amounts recognized in the statement of financial position consist of: Non-current assets $ 1,830 $ 1,935 $ — $ — Other current liabilities — — (83 ) (78 ) Other long-term liabilities (2,312 ) (2,485 ) (7,333 ) (7,944 ) Net amount recognized $ (482 ) $ (550 ) $ (7,416 ) $ (8,022 ) The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 190 $ 177 $ 155 Interest cost 350 393 425 328 312 391 Expected return on plan assets (477 ) (467 ) (513 ) (222 ) (226 ) (253 ) Amortization of actuarial loss 14 14 27 79 41 7 Net periodic (benefit) cost $ (113 ) $ (60 ) $ (61 ) $ 375 $ 304 $ 300 Weighted-average assumptions Discount rates 3.33%-3.45% 3.71%-3.90% 3.87%-4.15% 1.80%-2.40% 1.70%-2.60% 2.20%-3.70% Rate of compensation increase N/A N/A N/A 2.00%-3.70% 2.00%-3.90% 2.00%-3.60% Expected long-term rates or return 4.75%-6.50% 4.75%-6.50% 5.50%-7.00% 3.30%-4.00% 3.50%-4.00% 4.00%-4.20% The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital markets in which the plans invest. The expected return reflects the target asset allocations and considers the historical returns earned for each asset category. The Company determines the discount rate assumptions by referencing high-quality long-term bond rates that are matched to the duration of our benefit obligations, with appropriate consideration of local market factors, participant demographics and benefit payment terms. The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,379 $ 2,099 $ 1,994 In the next fiscal year, $0.1 million of unrecognized loss within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s investment policies employ an approach whereby a mix of equities and fixed income investments are used to maximize the long-term return on plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity investments are diversified across domestic and non-domestic stocks, and investment and market risk are measured and monitored on an ongoing basis. The Company’s actual asset allocations are in line with target allocations and the Company does not have concentration within individual or similar investments that would pose a significant concentration risk to the Company. The Company’s pension plan asset allocations by asset category at December 31, 2018 and 2017 are as follows: U.S. Plans Non-U.S. Plans 2018 2017 2018 2017 Equity securities 47.6 % 58.7 % 36.8 % 47.1 % Debt securities 42.3 % 29.4 % 58.9 % 49.3 % Other 10.1 % 11.9 % 4.3 % 3.6 % The fair values of pension plan assets by asset category at December 31, 2018 and 2017 are as follows: Total as of December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 923 $ 923 $ — $ — Accrued dividends 4 4 — — Global equities 6,515 6,515 — — Fixed income securities 7,315 — 7,315 — Group annuity/insurance contracts 239 — — 239 Total $ 14,996 $ 7,442 $ 7,315 $ 239 Total as of December 31, 2017 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,202 $ 1,202 $ — $ — Accrued dividends 3 3 — — Global equities 9,413 9,413 — — Fixed income securities 6,630 — 6,630 — Group annuity/insurance contracts 253 — — 253 Total $ 17,501 $ 10,618 $ 6,630 $ 253 The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2018 due to the following: Beginning balance, December 31, 2017 $ 253 Actual return on assets related to assets still held 4 Purchases, sales and settlements (18 ) Ending balance, December 31, 2018 $ 239 No assets were transferred between levels of the fair value hierarchy during the years ended December 31, 2018 and December 31, 2017 . Quoted market prices are used to value investments when available. Investments in securities traded on exchanges are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. The Company’s cash contributions to its defined benefit pension plans in 2019 are estimated to be approximately $0.8 million . Estimated projected benefit payments from the plans as of December 31, 2018 are as follows: 2019 $ 1,216 2020 1,279 2021 1,349 2022 1,227 2023 1,287 2024-2028 6,472 Multiemployer plan Hourly union employees of the Morton business within the components segment were covered under the National Shopmen Pension Fund (EIN 52-6122274, plan number 001), a union-sponsored and trusteed multiemployer plan which required the Company to contribute a negotiated amount per hour worked by the employees covered by the plan. The Company made the decision to withdraw from this plan in August 2012. The withdrawal amount was finalized during 2013. As of December 31, 2018 , a liability of $1.3 million is recorded within other long-term liabilities and a liability of $0.2 million is recorded within other current liabilities on the consolidated balance sheets. As of December 31, 2017 , $1.5 million is recorded within other long-term liabilities and $0.2 million is recorded within other current liabilities on the consolidated balance sheets. The total liability will be paid in equal monthly installments through April 2026 , and interest expense will be incurred associated with the discounting of this liability through that date. Postretirement health care and life insurance plans The Company also provides postretirement health care benefits and life insurance coverage to certain eligible former employees at one of its segments. The costs of retiree health care benefits and life insurance coverage are accrued over the employee benefit period. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,344 $ 1,423 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,423 $ 1,972 Interest cost 44 68 Actuarial loss (gain) 37 (483 ) Benefits paid (160 ) (134 ) Projected benefit obligation at end of year $ 1,344 $ 1,423 Change in plan assets Employer contributions $ 160 $ 134 Benefits paid (160 ) (134 ) Fair value of plan assets at end of year $ — $ — Funded status $ (1,344 ) $ (1,423 ) Weighted-average assumptions Discount rates 3.96 % 3.26 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (147 ) $ (142 ) Other long-term liabilities (1,197 ) (1,281 ) Net amount recognized $ (1,344 ) $ (1,423 ) The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was a blended rate of 6.40% and 8.40% at December 31, 2018 and December 31, 2017 , respectively. It was assumed that these rates will decline by 1% to 3% every 5 years for the next 15 years. An increase or decrease in the medical trend rate of 1% would increase or decrease the accumulated postretirement benefit obligation by approximately $0.1 million and $0.1 million , respectively. The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 44 $ 68 $ 76 Amortization of the net gain from earlier periods (77 ) (18 ) (13 ) Net periodic benefit cost $ (33 ) $ 50 $ 63 Weighted-average assumptions Discount rates 3.26 % 3.64 % 3.82 % The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (548 ) $ (582 ) $ (217 ) In the next fiscal year, $0.1 million of unrecognized gain within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s cash contributions to its postretirement benefit plan in 2019 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2018 are as follows: 2019 $ 150 2020 141 2021 132 2022 124 2023 116 2024-2028 475 |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 16. Business Segments, Geographic and Customer Information The Company’s business activities are organized into reportable segments based on their similar economic characteristics, products, production processes, types of customers and distribution methods. The Company is a global manufacturer of a broad range of industrial products and is organized into four reportable segments: finishing, components, seating and acoustics. Net sales relating to the Company’s reportable segments are as follows: Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Finishing $ 207,637 $ 200,284 $ 196,883 Components 83,028 82,621 97,667 Seating 160,322 159,129 161,050 Acoustics 161,961 206,582 249,919 Net sales $ 612,948 $ 648,616 $ 705,519 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: Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Segment Adjusted EBITDA Finishing $ 28,979 $ 27,661 $ 24,200 Components 9,746 9,888 14,249 Seating 19,747 16,348 16,122 Acoustics 20,868 27,341 27,202 $ 79,340 $ 81,238 $ 81,773 Interest expense (953 ) (1,370 ) (1,561 ) Loss on debt extinguishment — (182 ) — Depreciation and amortization (42,151 ) (38,577 ) (43,697 ) Impairment charges — — (63,285 ) Gain (loss) on disposal of property, plant and equipment - net 1,142 759 (869 ) Loss on divestiture — (8,730 ) — Restructuring (4,458 ) (4,275 ) (6,634 ) Integration and other restructuring costs (446 ) — (1,621 ) Total segment income (loss) before income taxes 32,474 28,863 (35,894 ) Corporate general and administrative expenses (12,129 ) (13,486 ) (17,613 ) Corporate interest expense (32,484 ) (31,719 ) (30,282 ) Corporate gain on debt extinguishment — 2,383 — Corporate depreciation (453 ) (357 ) (344 ) Corporate restructuring — 9 (598 ) Corporate integration and other restructuring 36 569 (359 ) Corporate loss on disposal of property, plant and equipment — — (11 ) Corporate share based compensation (2,709 ) (1,119 ) 752 Loss before income taxes $ (15,265 ) $ (14,857 ) $ (84,349 ) Other financial information relating to the Company’s reportable segments is as follows at December 31, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Depreciation and amortization Finishing $ 12,196 $ 12,198 $ 13,693 Components 9,746 7,821 9,827 Seating 8,488 8,435 8,894 Acoustics 11,721 10,123 11,283 Corporate 453 357 344 $ 42,604 $ 38,934 $ 44,041 Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Capital expenditures Finishing $ 4,365 $ 5,247 $ 5,943 Components 1,320 3,797 2,950 Seating 3,207 2,709 3,602 Acoustics 4,038 3,563 6,058 Corporate 823 557 1,227 $ 13,753 $ 15,873 $ 19,780 December 31, 2018 December 31, 2017 Assets Finishing $ 230,185 $ 241,776 Components 55,371 72,724 Seating 90,175 99,155 Acoustics 124,822 145,490 Total segments 500,553 559,145 Corporate and eliminations 3,044 (12,822 ) Consolidated $ 503,597 $ 546,323 Net sales and long-lived asset information by geographic area are as follows at December 31, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Net sales by region United States $ 429,057 $ 441,691 $ 492,667 Europe 132,663 151,628 154,307 Mexico 47,301 50,080 49,594 Other 3,927 5,217 8,951 $ 612,948 $ 648,616 $ 705,519 December 31, 2018 December 31, 2017 Long-lived assets United States $ 176,688 $ 197,174 Europe 60,140 70,797 Mexico 11,084 13,484 Other 3,486 4,240 $ 251,398 $ 285,695 Net sales attributed to geographic locations are 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 . Long-lived assets by geographic location consist of the net book values of property, plant and equipment and amortizable intangible assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation Matters In 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 December 31, 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 December 31, 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events In January 2019, as part of a review of the Company’s organizational structure, the Company made certain strategic leadership changes which required a reassessment of reportable segments. Based on this evaluation, the Company determined that a change in reportable segments had occurred. For 2019, reportable segments will include the former Finishing segment renamed as the Industrial segment, the former Acoustics segment renamed as the Fiber Solutions segment, and the former Seating and Components businesses combined into one Engineered Components segment. |
Schedule II - Consolidated Valu
Schedule II - Consolidated Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Consolidated Valuation and Qualifying Accounts | SCHEDULE II. CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS (in thousands) During the first quarter of 2019, we identified an error in the income tax provision presented within the consolidated financial statements for the year ended December 31, 2018. As a result of this income tax error, which materially misstated the previously issued 2018 financial statements, the consolidated financial statements of the Company as of and for the year ended December 31, 2018 have been restated. This Schedule II has been restated to reflect the restatement of the deferred tax valuation allowances. See the Explanatory Note to this Form 10-K/A and Note 2 , “ Restatement of Previously Reported Financial Information ” in the notes to the consolidated financial statements for further information. Balance at beginning of year Charge to Costs and Expenses Utilization of Reserves Other (1) Balance at end of year Year Ended December 31, 2018 Allowance for doubtful accounts $ 2,959 $ (197 ) $ (954 ) $ 4 $ 1,812 Deferred tax valuation allowances (Restated) (2) $ 4,220 $ 561 $ (602 ) $ (351 ) $ 3,828 Year Ended December 31, 2017 Allowance for doubtful accounts $ 3,392 $ 82 $ (634 ) $ 119 $ 2,959 Deferred tax valuation allowances $ 4,879 $ 283 $ (1,164 ) $ 222 $ 4,220 Year Ended December 31, 2016 Allowance for doubtful accounts $ 2,524 $ 1,696 $ (783 ) $ (45 ) $ 3,392 Deferred tax valuation allowances $ 3,703 $ 1,469 $ — $ (293 ) $ 4,879 (1) The amounts included in the “other” column primarily relate to the impact of foreign currency exchange rates. (2) The Company restated Deferred tax valuation allowances as discussed in Note 2, “Restatement of Previously Reported Financial Information ”, to the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation: The Company’s fiscal year ends on December 31 . Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Friday. The exceptions are the first quarter, which begins on January 1 , and the fourth quarter, which ends on December 31 . For 2018 , the Company’s fiscal quarters were comprised of the three months ended 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 . |
Fiscal period | The Company’s fiscal year ends on December 31 . Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length and ends on a Friday. The exceptions are the first quarter, which begins on January 1 , and the fourth quarter, which ends on December 31 . For 2018 , the Company’s fiscal quarters were comprised of the three months ended 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 . |
Principles of consolidation | Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2018 and 2017 , book overdrafts of approximately $0.2 million and $4.7 million , respectively, are included in accounts payable within the accompanying consolidated balance sheets. These amounts are held in accounts in which the Company has no right of offset with other cash balances. |
Accounts receivable | Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. |
Inventories | Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. The estimation of excess, obsolete and unmarketable inventory is based on a variety of factors, including material or product age, estimated usage and estimated market demand. The first-in, first-out (“FIFO”) method is used to determine cost for all of the Company’s inventories. |
Property, plant and equipment | Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. |
Long-lived assets | Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Amortization is recorded for other intangible assets with determinable lives. Patents, customer relationships, and trademarks and other intangible assets are amortized on a straight-line basis over their estimated useful lives of 7 years, 10 to 15 years, and 5 to 18 years, respectively. |
Goodwill | Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. The Company is subject to financial statement risk in the event that goodwill becomes impaired. See Note 8 , “ Goodwill and Other Intangible Assets ” for further discussion regarding the results of the Company’s goodwill impairment testing. |
Investments in partially-owned affiliates | Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the finishing segment and are accounted for using the equity method of accounting. As of December 31, 2018 and 2017 , the Company’s investment in these joint ventures was $6.3 million and $6.1 million , respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. |
Income taxes | Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. |
Share-based payments | Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. The Company recognizes a tax (provision)/benefit from share-based compensation (income)/expense in the consolidated statements of operations in the period the share-based compensation (income)/expense is incurred. See Note 12 , “ Share-Based Compensation ” for further information regarding share-based compensation. |
Fair value of financial instruments | Fair value of financial instruments: Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $387.4 million and $398.4 million as of December 31, 2018 and 2017 , respectively. The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the lowest level of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. |
Employee benefit plans | Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded currently or amortized over future periods. |
Derivative financial instruments | Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive (loss) income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. See Note 9 , “ Debt and Hedging Instruments ” for further information regarding derivatives held by the Company. |
Foreign currency translation | Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are translated at average exchange rates. Resultant gains and losses are reflected within accumulated other comprehensive loss within the accompanying consolidated statements of shareholders’ (deficit) equity. |
Other comprehensive income (loss) | Other comprehensive (loss) income: Other comprehensive (loss) income includes disclosure of financial information that historically has not been recognized in the calculation of net (loss) income. The Company’s other comprehensive income (loss) includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. |
Pre-production costs related to long-term supply agreements | Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. |
Revenue recognition | Revenue recognition: 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 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 the year ended December 31, 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 the year ended December 31, 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 Accounting Standards Codification (“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 the year ended December 31, 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 and Tier-1 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. |
Insurance proceeds | Insurance proceeds: The Company maintains property and business interruption insurance coverage to mitigate the risk of incremental costs and/or lost revenues or profit margins resulting from disruption of business activities, whether at our own facility or that of a supplier. The Company records the incremental costs associated with such events as incurred and the related insurance recovery proceeds when deemed probable and collectible in the case of claims for direct cost recovery and when earned and realizable in the case of claims for business interruption related to lost revenues or profit margins. The incremental costs incurred as well as any associated insurance recoveries for covered events are recorded within operating income in the consolidated statements of operations. |
Research and development costs | Research and development costs: Research and development costs consist of engineering and development resources and are expensed as incurred. |
Advertising costs | Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration risks | Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. |
Recently issued accounting standards | 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 above for discussion on our revenue recognition accounting policy and Note 3 , “ Net Sales ” for further discussion regarding the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities .” The updated guidance enhanced the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The amendment to the standard was effective for interim and annual periods beginning after December 15, 2017. In February 2018, the FASB issued ASU 2018-03, “ Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ” (“ASU 2018-03”). ASU 2018-03 clarifies certain aspects of the guidance issued in ASU 2016-01 and was effective for interim periods beginning after June 15, 2018. The Company adopted both standards effective January 1, 2018 and determined that there was no impact on its consolidated financial statements. 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 was effective for annual periods beginning after December 15, 2017 and required 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 recorded a decrease to the opening retained deficit of $0.3 million . In March 2017, the FASB issued ASU 2017-07, “ Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ” (“ASU 2017-07”). This standard requires the presentation of the service cost component of net periodic pension and postretirement benefit costs (“Pension Costs”) within operations and all other components of Pension Costs outside of income from operations within the Company’s consolidated statements of operations. In addition, only the service cost component of Pension Costs will be allowed for capitalization as an asset within the Company’s consolidated balance sheets. ASU 2017-07 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The standard is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of Pension Costs and on a prospective basis for the capitalization of the service cost component of Pension Costs. The Company adopted ASU 2017-07 effective January 1, 2018. The adoption of ASU 2017-07 did not have a significant impact on the Company’s consolidated financial statements. 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 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 consolidated financial statements. See Note 14 , “ 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 consolidated financial statements or the related fair value disclosures within the accompanying notes. 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 early adopted this standard effective September 29, 2018 on a prospective basis, and there was no impact to the consolidated financial statements as of and for the year ended December 31, 2018 as a result of the adoption of this standard. 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 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. During the fourth quarter of 2018, the Company finalized the inventory of lease contracts, implemented a lease contract accounting system, drafted lease accounting policies and procedures and concluded on 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 estimates that the impact of adopting ASU 2016-02 will result in recording of a right-of-use asset of approximately $42 million and a lease liability of approximately $46 million within the consolidated balance sheet on January 1, 2019, the date of adoption. The difference between the right-of-use asset and lease liability on the date of adoption relates to the reclassification of certain previously recorded deferred rent balances to the right-of-use asset. In addition, in accordance with the implementation guidance of ASU 2016-02, the Company will reclassify an incremental $1.1 million of intangible assets in the acoustics segment related to below market rents that resulted from the June 30, 2014 go public business combination to the right-of use asset and will write off a deferred gain of $1.0 million to retained earnings related to a previous sale leaseback of its Libertyville, Illinois facility utilized by the components segment. See Note 10 , “ Leases ” for further discussion regarding the previous sale leaseback transaction. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements for Hedging Activities ” (“ASU 2017-12”). ASU 2017-12 broadens the scope of financial and nonfinancial strategies eligible for hedge accounting and makes certain targeted improvements to simplify the application of hedge accounting guidance. In addition, the standard amends the presentation and disclosure requirements for hedges and is intended to more closely align the hedge accounting guidance with a company’s risk management strategies. The standard is effective for interim and annual reporting periods beginning after December 15, 2018; however, early adoption is permitted. The Company anticipates an insignificant impact to the consolidated financial statements and disclosure as a result of adoption of this standard, however, the impact in future periods will depend on the level of future hedging activities. 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 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 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 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. |
Restatement of Previously Rep_2
Restatement of Previously Reported Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of previously reported financial information | The impact of the required correction to the consolidated statement of operations and comprehensive loss were as follows: For the Year Ended December 31, 2018 As Reported Adjustments As Restated Tax provision (benefit) $ 4,052 $ (6,157 ) $ (2,105 ) Net loss (19,317 ) 6,157 (13,160 ) Net loss attributable to Jason Industries (19,317 ) 6,157 (13,160 ) Net loss available to common shareholders of Jason Industries (23,387 ) 6,157 (17,230 ) Net loss per share available to common shareholders of Jason Industries: Basic and diluted $ (0.85 ) $ 0.23 $ (0.62 ) Comprehensive loss (22,700 ) 6,157 (16,543 ) Comprehensive loss attributable to Jason Industries (22,700 ) 6,157 (16,543 ) The impact of the required correction to the consolidated balance sheet was as follows: December 31, 2018 As Reported Adjustments As Restated Deferred income taxes $ 23,882 $ (6,157 ) $ 17,725 Total liabilities 517,537 (6,157 ) 511,380 Retained deficit (186,517 ) 6,157 (180,360 ) Total shareholders' deficit (13,940 ) 6,157 (7,783 ) |
Net Sales (Tables)
Net Sales (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Net Sales | The following table summarizes net sales disaggregated by sales channel and reportable segment: For the Year Ended December 31, 2018 Finishing Components Seating Acoustics Total Direct $ 112,047 $ 80,198 $ 156,311 $ 161,961 $ 510,517 Distribution 95,590 2,830 4,011 — 102,431 Total $ 207,637 $ 83,028 $ 160,322 $ 161,961 $ 612,948 The following table summarizes net sales disaggregated by geography and reportable segment: For the Year Ended December 31, 2018 Finishing Components Seating Acoustics Total United States $ 68,384 $ 83,028 $ 154,223 $ 123,422 $ 429,057 Europe 126,564 — 6,099 — 132,663 Mexico 8,762 — — 38,539 47,301 Other 3,927 — — — 3,927 Total $ 207,637 $ 83,028 $ 160,322 $ 161,961 $ 612,948 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table represents the restructuring liabilities for the 2016 program: Severance Lease Other costs Total Balance - December 31, 2016 $ 1,281 $ 333 $ 1,085 $ 2,699 Current period restructuring charges 1,172 260 2,834 4,266 Cash payments (1,589 ) (528 ) (2,830 ) (4,947 ) Foreign currency impact 43 11 (10 ) 44 Balance - December 31, 2017 $ 907 $ 76 $ 1,079 $ 2,062 Current period restructuring charges 899 (4 ) 3,563 4,458 Cash payments (1,310 ) (70 ) (4,277 ) (5,657 ) Foreign currency impact (39 ) (2 ) (40 ) (81 ) Balance - December 31, 2018 $ 457 $ — $ 325 $ 782 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 year ended December 31, 2018 primarily include charges related to the consolidation of two U.S. plants within the components segment, the consolidation of two U.S. plants within the acoustics segment, and the closure of the U.K. plant within the seating 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 year ended December 31, 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. The other costs incurred under the 2016 program for the year ended December 31, 2016 primarily include charges related to the closure of a facility within the components segment and a loss contingency for certain employment matters claims associated with the wind down of the finishing segment’s Brazil facility. Based on the announced restructuring actions to date, the Company expects to incur a total of approximately $16.3 million under the 2016 program. Restructuring costs are presented separately on the consolidated statements of operations. 2016 Program Finishing Components Seating Acoustics Corporate Total Restructuring charges - year ended December 31, 2018: Severance costs $ 314 $ 212 $ 235 $ 138 $ — $ 899 Lease termination costs (4 ) — — — — (4 ) Other costs 165 710 167 2,521 — 3,563 Total $ 475 $ 922 $ 402 $ 2,659 $ — $ 4,458 Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ 58 $ (17 ) $ (38 ) $ (9 ) $ 1,172 Lease termination costs 88 — — 172 — 260 Other costs 1,235 1,276 — 323 — 2,834 Total $ 2,501 $ 1,334 $ (17 ) $ 457 $ (9 ) $ 4,266 Restructuring charges - year ended December 31, 2016: Severance costs $ 3,287 $ 378 $ 76 $ 977 $ 597 $ 5,315 Lease termination costs 344 — — — — 344 Other costs 1,003 514 — 56 — 1,573 Total $ 4,634 $ 892 $ 76 $ 1,033 $ 597 $ 7,232 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 December 31, 2018 . Finishing Components Seating Acoustics Corporate Total Cumulative restructuring charges - 2016 Program: Severance costs $ 4,779 $ 648 $ 294 $ 1,077 $ 588 $ 7,386 Lease termination costs 428 — — 172 — 600 Other costs 2,403 2,500 167 2,900 — 7,970 Total $ 7,610 $ 3,148 $ 461 $ 4,149 $ 588 $ 15,956 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Raw material $ 31,501 $ 35,925 Work-in-process 3,672 4,375 Finished goods 28,574 30,519 Total inventories $ 63,747 $ 70,819 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Land and improvements $ 5,457 $ 6,556 Buildings and improvements 32,384 33,161 Machinery and equipment 203,237 191,903 Construction-in-progress 6,197 10,710 247,275 242,330 Less: Accumulated depreciation (112,406 ) (88,134 ) Property, plant and equipment, net $ 134,869 $ 154,196 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, 2016 $ 42,157 Foreign currency impact 2,985 Balance as of December 31, 2017 $ 45,142 Foreign currency impact (1,077 ) Balance as of December 31, 2018 $ 44,065 |
Schedule of Other Intangible Assets | The Company’s other amortizable intangible assets consisted of the following: December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Patents $ 2,038 $ (1,018 ) $ 1,020 $ 1,985 $ (671 ) $ 1,314 Customer relationships 105,539 (30,634 ) 74,905 110,210 (24,775 ) 85,435 Trademarks and other intangibles 56,405 (15,801 ) 40,604 57,373 (12,623 ) 44,750 Total amortized other intangible assets $ 163,982 $ (47,453 ) $ 116,529 $ 169,568 $ (38,069 ) $ 131,499 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for each of the next five years and thereafter to be the following: 2019 $ 11,707 2020 11,706 2021 11,564 2022 11,391 2023 11,382 Thereafter 58,779 $ 116,529 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2018 December 31, 2017 Germany $ 15,002 $ 18,003 Mexico 2,000 3,179 India 467 599 Other — 14 Total foreign debt $ 17,469 $ 21,795 The Company’s debt consisted of the following: December 31, 2018 December 31, 2017 First Lien Term Loans $ 292,540 $ 298,018 Second Lien Term Loans 89,887 90,007 Debt discount on Term Loans (2,669 ) (3,602 ) Deferred issuance costs on Term Loans (4,052 ) (5,586 ) Foreign debt 17,469 21,795 Capital lease obligations 613 840 Total debt 393,788 401,472 Less: Current portion (6,544 ) (9,704 ) Total long-term debt $ 387,244 $ 391,768 |
Schedule of Maturities of Long-term Debt | Future annual maturities of long-term debt outstanding at December 31, 2018 are as follows: 2019 $ 6,544 2020 6,619 2021 289,008 2022 92,199 2023 3,683 Thereafter 2,456 Total future annual maturities of long term debt outstanding 400,509 Less: Debt discounts on Term Loans (2,669 ) Less: Deferred issuance costs on Term Loans (4,052 ) Total debt $ 393,788 |
Schedule of Interest Rate Swaps | See the amounts recorded on the consolidated balance sheets within the table below: December 31, 2018 December 31, 2017 Interest rate swaps: Recorded in other current assets $ 1,325 $ — Recorded in other assets - net 542 537 Recorded in other current liabilities — (458 ) Total net asset derivatives designated as hedging instruments $ 1,867 $ 79 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 are as follows: 2019 $ 10,654 2020 8,849 2021 7,296 2022 6,045 2023 4,654 Thereafter 21,691 $ 59,189 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Dividends Paid | The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the years ended December 31, 2018 , 2017 and 2016 . Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2016 November 15, 2015 $20.00 $900 — April 1, 2016 February 15, 2016 $20.00 $900 — July 1, 2016 May 15, 2016 $20.00 $900 — October 1, 2016 August 15, 2016 $20.00 $900 — January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 October 1, 2017 August 15, 2017 $20.00 $955 952 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 October 1, 2018 August 15, 2018 $20.00 $781 778 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2015 $ (1,051 ) $ (20,237 ) $ (168 ) $ (21,456 ) Other comprehensive loss before reclassifications (545 ) (4,013 ) (870 ) (5,428 ) Amount reclassified from accumulated other comprehensive loss 5 — — 5 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (186 ) (3,154 ) (153 ) (3,493 ) Balance at December 31, 2016 (1,777 ) (27,404 ) (1,191 ) (30,372 ) Other comprehensive loss before reclassifications 365 11,394 156 11,915 Amount reclassified from accumulated other comprehensive loss 8 (888 ) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113 ) (1,698 ) (73 ) (1,884 ) Balance at December 31, 2017 (1,517 ) (18,596 ) 51 (20,062 ) Cumulative impact of accounting changes (137 ) — 11 (126 ) Other comprehensive income before reclassifications (223 ) (4,555 ) 1,467 (3,311 ) Amount reclassified from accumulated other comprehensive loss 46 — (118 ) (72 ) Balance at December 31, 2018 $ (1,831 ) $ (23,151 ) $ 1,411 $ (23,571 ) |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 (income): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Restricted Stock Units $ 2,270 $ 913 $ 1,300 Adjusted EBITDA Vesting Awards 439 197 (2,399 ) Stock Price Vesting Awards — 9 101 ROIC Vesting Awards — — — Subtotal 2,709 1,119 (998 ) Impact of accelerated vesting — — 246 Total share-based compensation expense (income) $ 2,709 $ 1,119 $ (752 ) Total income tax benefit (provision) $ 667 $ 276 $ (294 ) |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes RSU activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 1,033 $ 2.84 554 $ 5.22 401 $ 8.70 Granted 2,166 2.94 745 1.32 375 3.75 Issued (36 ) 3.72 (265 ) 4.84 (211 ) 7.62 Deferred — — 159 3.69 62 4.24 Forfeited (13 ) 3.02 (160 ) 1.53 (73 ) 9.04 Outstanding at end of period 3,150 $ 2.89 1,033 $ 2.84 554 $ 5.22 |
Schedule of Nonvested Performance Share Unit Awards | The following table summarizes Adjusted EBITDA vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Shares (thousands) Weighted-Average Grant Date Fair Value Outstanding at beginning of period 908 $ 1.30 723 $ 9.67 871 $ 9.81 Granted — — 1,058 1.30 — — Adjustment for performance results achieved (1) — — (708 ) 9.65 — — Vested — — — — — — Forfeited — — (165 ) 2.11 (148 ) 10.49 Outstanding at end of period 908 $ 1.30 908 $ 1.30 723 $ 9.67 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the three -year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric. The following table summarizes ROIC vesting awards activity: For the Year Ended For the Year Ended For the Year Ended Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Outstanding at beginning of period 410 $ 3.70 513 $ 3.65 — $ — Granted — — — — 599 3.62 Adjustment for performance results achieved (1) (398 ) 3.71 — — — — Vested — — — — — — Forfeited (12 ) 3.46 (103 ) 3.46 (86 ) 3.46 Outstanding at end of period — $ — 410 $ 3.70 513 $ 3.65 (1) Adjustment for ROIC awards originally granted in 2016 was due to the number of shares vested at the end of the three -year performance period ended December 31, 2018 being lower than the minimum achievement of the targeted ROIC performance metric. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 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 is as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Net loss per share attributable to Jason Industries common shareholders Basic and diluted loss per share $ (0.62 ) $ (0.32 ) $ (3.15 ) Numerator: Net loss available to common shareholders of Jason Industries $ (17,230 ) $ (8,261 ) $ (70,835 ) Denominator: Basic and diluted weighted-average shares outstanding 27,595 26,082 22,507 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 13,994 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,235 3,858 3,656 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — 59 3,427 Restricted stock units 2,331 796 503 Performance share units 1,307 1,379 1,917 Total 20,867 20,086 23,497 (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 794 additional Series A Preferred Stock shares from a stock dividend declared on November 1, 2018 to be paid in additional shares of Series A Preferred Stock on January 1, 2019 . The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each one preferred share. (3) Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the fourth quarter of 2016 and first quarter of 2017. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The consolidated loss before income taxes consisted of the following: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Domestic $ (33,179 ) $ (27,919 ) $ (93,639 ) Foreign 17,914 13,062 9,290 Loss before income taxes $ (15,265 ) $ (14,857 ) $ (84,349 ) |
Schedule of Components of Income Tax Expense (Benefit) | The consolidated provision (benefit) for income taxes included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Current Federal $ 53 $ 208 $ — State 53 (125 ) 57 Foreign 5,784 6,878 7,759 Total current income tax provision 5,890 6,961 7,816 Deferred Federal (5,723 ) (14,864 ) (9,059 ) State (833 ) (1,281 ) (1,781 ) Foreign (1,439 ) (1,200 ) (3,272 ) Total deferred income tax benefit (7,995 ) (17,345 ) (14,112 ) Total income tax benefit $ (2,105 ) $ (10,384 ) $ (6,296 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Tax at Federal statutory rate 21.0 % 35.0 % 35.0 % State taxes - net of Federal benefit 7.8 7.7 1.5 Research and development incentives 3.6 1.7 0.5 Foreign rate differential (7.4 ) 5.2 1.3 Valuation allowances (0.2 ) 5.0 (1.8 ) Change in foreign tax rates — (1.2 ) 0.6 Decrease (increase) in tax reserves (1.6 ) (0.4 ) 1.0 Stock compensation expense (2.1 ) (6.7 ) (0.6 ) U.S. taxation of foreign earnings (1) (13.1 ) (10.2 ) (3.6 ) Non-deductible meals and entertainment (0.3 ) (0.3 ) (0.1 ) Non-deductible impairment charges (2) — — (25.7 ) Change in U.S. tax rate (3) — 72.5 — Transition tax on unremitted foreign earnings (4) 3.3 (35.7 ) — Other 2.8 (2.7 ) (0.6 ) Effective tax rate 13.8 % 69.9 % 7.5 % (1) During the year ended December 31, 2018 , the U.S. taxation of foreign earnings includes the recognition of GILTI and the U.S. taxation of other foreign income. During the year ended December 31, 2017 , the amount includes a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered permanently reinvested. During the year ended December 31, 2016 , the amount includes the recognition of a deferred tax liability for the foreign earnings of the Company’s non-majority owned joint venture holding that are no longer considered permanently reinvested. (2) During the year ended December 31, 2016 , the non-deductible impairment charges are related to the impairment of goodwill and other intangible assets. (3) During the year ended December 31, 2017, the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the years ended December 31, 2018 and 2017 , the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. |
Schedule of Deferred Tax Assets and Liabilities | The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2018 December 31, 2017 Deferred tax assets Accrued expenses and reserves $ 2,289 $ 2,685 Postretirement and postemployment benefits 924 1,702 Employee benefits 3,125 3,476 Inventories 1,072 1,392 Other assets 1,526 1,868 Operating loss and credit carryforwards 20,939 15,257 Gross deferred tax assets 29,875 26,380 Less valuation allowance (3,828 ) (4,220 ) Deferred tax assets 26,047 22,160 Deferred tax liabilities Property, plant and equipment (14,969 ) (15,670 ) Intangible assets and other liabilities (25,804 ) (28,912 ) Foreign investments (1,261 ) (1,688 ) Deferred tax liabilities (42,034 ) (46,270 ) Net deferred tax liability $ (15,987 ) $ (24,110 ) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,738 $ 1,589 Deferred income taxes (17,725 ) (25,699 ) Net amount recognized $ (15,987 ) $ (24,110 ) |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Balance at beginning of period $ 1,916 $ 1,881 $ 2,928 Additions (reductions) based on tax positions related to current year 168 267 126 Reductions related to lapses of statute of limitations — (232 ) (1,173 ) Balance at end of period $ 2,084 $ 1,916 $ 1,881 |
Summary of Open Tax Years | With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years Brazil 2014 - 2018 France 2014 - 2018 Germany 2012 - 2018 Mexico 2013 - 2018 Sweden 2013 - 2018 United Kingdom 2016 - 2018 United States (federal) 2014 - 2018 United States (state and local) 2014 - 2018 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule of Expected Benefit Payments | Estimated projected benefit payments from the plans as of December 31, 2018 are as follows: 2019 $ 1,216 2020 1,279 2021 1,349 2022 1,227 2023 1,287 2024-2028 6,472 |
Pension Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Changes In Projected Benefit Obligations And Plan Assets | The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 9,661 $ 10,605 $ 12,856 $ 15,054 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 10,605 $ 10,626 $ 15,468 $ 13,532 Service cost — — 190 177 Interest cost 350 393 328 312 Actuarial (gain) loss (602 ) 292 (483 ) 388 Benefits paid (692 ) (706 ) (1,617 ) (502 ) Other — — 27 8 Currency translation adjustment — — (680 ) 1,553 Projected benefit obligation at end of year $ 9,661 $ 10,605 $ 13,233 $ 15,468 Change in plan assets Fair value of plan assets at beginning of year $ 10,055 $ 9,282 $ 7,446 $ 6,316 Actual return on plan assets (452 ) 1,110 (184 ) 536 Employer and employee contributions 307 410 525 485 Benefits paid (692 ) (706 ) (1,621 ) (506 ) Other (39 ) (41 ) — — Currency translation adjustment — — (349 ) 615 Fair value of plan assets at end of year $ 9,179 $ 10,055 $ 5,817 $ 7,446 Funded status $ (482 ) $ (550 ) $ (7,416 ) $ (8,022 ) Weighted-average assumptions Discount rates 4.02%-4.08% 3.33%-3.45% 2.00%-2.80% 1.80%-2.40% Rate of compensation increase N/A N/A 2.00%-3.70% 2.00%-3.70% Amounts recognized in the statement of financial position consist of: Non-current assets $ 1,830 $ 1,935 $ — $ — Other current liabilities — — (83 ) (78 ) Other long-term liabilities (2,312 ) (2,485 ) (7,333 ) (7,944 ) Net amount recognized $ (482 ) $ (550 ) $ (7,416 ) $ (8,022 ) |
Schedule of Net Benefit Costs | The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 190 $ 177 $ 155 Interest cost 350 393 425 328 312 391 Expected return on plan assets (477 ) (467 ) (513 ) (222 ) (226 ) (253 ) Amortization of actuarial loss 14 14 27 79 41 7 Net periodic (benefit) cost $ (113 ) $ (60 ) $ (61 ) $ 375 $ 304 $ 300 Weighted-average assumptions Discount rates 3.33%-3.45% 3.71%-3.90% 3.87%-4.15% 1.80%-2.40% 1.70%-2.60% 2.20%-3.70% Rate of compensation increase N/A N/A N/A 2.00%-3.70% 2.00%-3.90% 2.00%-3.60% Expected long-term rates or return 4.75%-6.50% 4.75%-6.50% 5.50%-7.00% 3.30%-4.00% 3.50%-4.00% 4.00%-4.20% |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,379 $ 2,099 $ 1,994 |
Schedule of Allocation of Plan Assets | The Company’s pension plan asset allocations by asset category at December 31, 2018 and 2017 are as follows: U.S. Plans Non-U.S. Plans 2018 2017 2018 2017 Equity securities 47.6 % 58.7 % 36.8 % 47.1 % Debt securities 42.3 % 29.4 % 58.9 % 49.3 % Other 10.1 % 11.9 % 4.3 % 3.6 % |
Schedule of Fair Value Of Pension Plan Assets By Asset Category | The fair values of pension plan assets by asset category at December 31, 2018 and 2017 are as follows: Total as of December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 923 $ 923 $ — $ — Accrued dividends 4 4 — — Global equities 6,515 6,515 — — Fixed income securities 7,315 — 7,315 — Group annuity/insurance contracts 239 — — 239 Total $ 14,996 $ 7,442 $ 7,315 $ 239 Total as of December 31, 2017 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,202 $ 1,202 $ — $ — Accrued dividends 3 3 — — Global equities 9,413 9,413 — — Fixed income securities 6,630 — 6,630 — Group annuity/insurance contracts 253 — — 253 Total $ 17,501 $ 10,618 $ 6,630 $ 253 |
Schedule of Changes in Fair Value of Plan Assets | The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2018 due to the following: Beginning balance, December 31, 2017 $ 253 Actual return on assets related to assets still held 4 Purchases, sales and settlements (18 ) Ending balance, December 31, 2018 $ 239 |
Schedule of Expected Benefit Payments | The Company’s cash contributions to its postretirement benefit plan in 2019 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2018 are as follows: 2019 $ 150 2020 141 2021 132 2022 124 2023 116 2024-2028 475 |
Other Postretirement Benefit Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Schedule Of Changes In Projected Benefit Obligations And Plan Assets | The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,344 $ 1,423 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,423 $ 1,972 Interest cost 44 68 Actuarial loss (gain) 37 (483 ) Benefits paid (160 ) (134 ) Projected benefit obligation at end of year $ 1,344 $ 1,423 Change in plan assets Employer contributions $ 160 $ 134 Benefits paid (160 ) (134 ) Fair value of plan assets at end of year $ — $ — Funded status $ (1,344 ) $ (1,423 ) Weighted-average assumptions Discount rates 3.96 % 3.26 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (147 ) $ (142 ) Other long-term liabilities (1,197 ) (1,281 ) Net amount recognized $ (1,344 ) $ (1,423 ) |
Schedule of Net Benefit Costs | The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 44 $ 68 $ 76 Amortization of the net gain from earlier periods (77 ) (18 ) (13 ) Net periodic benefit cost $ (33 ) $ 50 $ 63 Weighted-average assumptions Discount rates 3.26 % 3.64 % 3.82 % |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (548 ) $ (582 ) $ (217 ) |
Business Segments, Geographic_2
Business Segments, Geographic and Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales relating to the Company’s reportable segments are as follows: Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Finishing $ 207,637 $ 200,284 $ 196,883 Components 83,028 82,621 97,667 Seating 160,322 159,129 161,050 Acoustics 161,961 206,582 249,919 Net sales $ 612,948 $ 648,616 $ 705,519 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated loss before taxes: Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Segment Adjusted EBITDA Finishing $ 28,979 $ 27,661 $ 24,200 Components 9,746 9,888 14,249 Seating 19,747 16,348 16,122 Acoustics 20,868 27,341 27,202 $ 79,340 $ 81,238 $ 81,773 Interest expense (953 ) (1,370 ) (1,561 ) Loss on debt extinguishment — (182 ) — Depreciation and amortization (42,151 ) (38,577 ) (43,697 ) Impairment charges — — (63,285 ) Gain (loss) on disposal of property, plant and equipment - net 1,142 759 (869 ) Loss on divestiture — (8,730 ) — Restructuring (4,458 ) (4,275 ) (6,634 ) Integration and other restructuring costs (446 ) — (1,621 ) Total segment income (loss) before income taxes 32,474 28,863 (35,894 ) Corporate general and administrative expenses (12,129 ) (13,486 ) (17,613 ) Corporate interest expense (32,484 ) (31,719 ) (30,282 ) Corporate gain on debt extinguishment — 2,383 — Corporate depreciation (453 ) (357 ) (344 ) Corporate restructuring — 9 (598 ) Corporate integration and other restructuring 36 569 (359 ) Corporate loss on disposal of property, plant and equipment — — (11 ) Corporate share based compensation (2,709 ) (1,119 ) 752 Loss before income taxes $ (15,265 ) $ (14,857 ) $ (84,349 ) Other financial information relating to the Company’s reportable segments is as follows at December 31, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Depreciation and amortization Finishing $ 12,196 $ 12,198 $ 13,693 Components 9,746 7,821 9,827 Seating 8,488 8,435 8,894 Acoustics 11,721 10,123 11,283 Corporate 453 357 344 $ 42,604 $ 38,934 $ 44,041 Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Capital expenditures Finishing $ 4,365 $ 5,247 $ 5,943 Components 1,320 3,797 2,950 Seating 3,207 2,709 3,602 Acoustics 4,038 3,563 6,058 Corporate 823 557 1,227 $ 13,753 $ 15,873 $ 19,780 December 31, 2018 December 31, 2017 Assets Finishing $ 230,185 $ 241,776 Components 55,371 72,724 Seating 90,175 99,155 Acoustics 124,822 145,490 Total segments 500,553 559,145 Corporate and eliminations 3,044 (12,822 ) Consolidated $ 503,597 $ 546,323 |
Reconciliation of Revenue from Segments to Consolidated | Net sales and long-lived asset information by geographic area are as follows at December 31, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 : Year Ended December 31, 2018 December 31, 2017 December 31, 2016 Net sales by region United States $ 429,057 $ 441,691 $ 492,667 Europe 132,663 151,628 154,307 Mexico 47,301 50,080 49,594 Other 3,927 5,217 8,951 $ 612,948 $ 648,616 $ 705,519 |
Reconciliation of Assets from Segment to Consolidated | December 31, 2018 December 31, 2017 Long-lived assets United States $ 176,688 $ 197,174 Europe 60,140 70,797 Mexico 11,084 13,484 Other 3,486 4,240 $ 251,398 $ 285,695 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | Jan. 01, 2018USD ($) | Dec. 31, 2018USD ($)segmentcountry | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Apr. 30, 2017USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of reportable segments | segment | 4 | |||||
Number of countries Jason operates in | country | 13 | |||||
Fair value of total debt | $ 387,400 | $ 398,400 | ||||
Insurance claims proceeds received | 2,200 | |||||
Advertising expense | 1,600 | 1,800 | $ 1,900 | |||
Decrease in opening retained deficit | 384 | |||||
Adjustment to intangible assets upon adoption of new accounting guidance | (116,529) | (131,499) | ||||
Write-off of deferred gain recognized on the sale leaseback | $ 1,100 | |||||
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 | |||||
Selling, General and Administrative Expenses | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Research and development expense | $ 3,200 | $ 3,600 | $ 4,200 | |||
Accounts Receivable | Customer Concentration Risk | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 10.00% | |||||
Accounts Receivable | Customer Concentration Risk | Acoustics | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 13.00% | ||||
Transferred at Point in Time | Revenue from Contract with Customer | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 99.00% | |||||
Transferred over Time | Revenue from Contract with Customer | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Concentration risk, percentage | 1.00% | |||||
Patents | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible asset, useful life | 7 years | |||||
Adjustment to intangible assets upon adoption of new accounting guidance | $ (1,020) | $ (1,314) | ||||
Customer relationships | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adjustment to intangible assets upon adoption of new accounting guidance | (74,905) | (85,435) | ||||
Trademarks and other intangibles | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adjustment to intangible assets upon adoption of new accounting guidance | $ (40,604) | (44,750) | ||||
Minimum | Customer relationships | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible asset, useful life | 10 years | |||||
Minimum | Trademarks and other intangibles | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible asset, useful life | 5 years | |||||
Maximum | Customer relationships | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible asset, useful life | 15 years | |||||
Maximum | Trademarks and other intangibles | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Intangible asset, useful life | 18 years | |||||
Buildings and improvements | Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property, plant and equipment, useful life | 2 years | |||||
Buildings and improvements | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property, plant and equipment, useful life | 40 years | |||||
Machinery and equipment | Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property, plant and equipment, useful life | 2 years | |||||
Machinery and equipment | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Property, plant and equipment, useful life | 10 years | |||||
Accounts Payable | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Bank overdrafts | $ 200 | 4,700 | ||||
Other Assets - Net | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Equity method investments | $ 6,300 | $ 6,100 | ||||
Scenario, Forecast | Accounting Standards Update 2016-02 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Right-of-use asset | $ 42,000 | |||||
Lease liability | 46,000 | |||||
Scenario, Forecast | Accounting Standards Update 2016-02 | Retained Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Write-off of deferred gain recognized on the sale leaseback | (1,000) | |||||
Scenario, Forecast | Below market lease | Accounting Standards Update 2016-02 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Adjustment to intangible assets upon adoption of new accounting guidance | $ 1,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Useful Lives of Assets) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Patents | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 7 years |
Customer relationships | Minimum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Customer relationships | Maximum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 15 years |
Trademarks and other intangibles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 5 years |
Trademarks and other intangibles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 18 years |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
(Narrative) (Details)
(Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Tax benefit | $ 2,105 | $ 10,384 | $ 6,296 |
Deferred income taxes | (17,725) | $ (25,699) | |
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Tax benefit | 6,157 | ||
Deferred income taxes | 6,157 | ||
Overstatement of tax provision and deferred tax liabilities | Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Tax benefit | 6,200 | ||
Deferred income taxes | $ 6,200 |
Restatement of Previously Rep_3
Restatement of Previously Reported Financial Information (Restatement and Revision of Previously Reported Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | $ (2,105) | $ (10,384) | $ (6,296) | |
Net loss | (13,160) | (4,473) | (78,053) | |
Net loss attributable to Jason Industries | (13,160) | (4,478) | (67,235) | |
Net loss available to common shareholders of Jason Industries | $ (17,230) | $ (8,261) | $ (70,835) | |
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.62) | $ (0.32) | $ (3.15) | |
Comprehensive loss | $ (16,543) | $ 7,759 | $ (84,528) | |
Comprehensive loss attributable to Jason Industries | (16,543) | 7,716 | (72,658) | |
Deferred income taxes | 17,725 | 25,699 | ||
Total liabilities | 511,380 | 540,639 | ||
Retained deficit | (180,360) | (167,710) | ||
Total shareholders' deficit | (7,783) | $ 5,684 | $ (3,142) | $ 84,994 |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | 4,052 | |||
Net loss | (19,317) | |||
Net loss attributable to Jason Industries | (19,317) | |||
Net loss available to common shareholders of Jason Industries | $ (23,387) | |||
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ (0.85) | |||
Comprehensive loss | $ (22,700) | |||
Comprehensive loss attributable to Jason Industries | (22,700) | |||
Deferred income taxes | 23,882 | |||
Total liabilities | 517,537 | |||
Retained deficit | (186,517) | |||
Total shareholders' deficit | (13,940) | |||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | (6,157) | |||
Net loss | 6,157 | |||
Net loss attributable to Jason Industries | 6,157 | |||
Net loss available to common shareholders of Jason Industries | $ 6,157 | |||
Net loss per share available to common shareholders of Jason Industries: | ||||
Basic and diluted (in dollars per share) | $ 0.23 | |||
Comprehensive loss | $ 6,157 | |||
Comprehensive loss attributable to Jason Industries | 6,157 | |||
Deferred income taxes | (6,157) | |||
Total liabilities | (6,157) | |||
Retained deficit | 6,157 | |||
Total shareholders' deficit | $ 6,157 |
Net Sales - Narrative (Details)
Net Sales - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 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 | $ (180,360) | $ (167,710) | |
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||
Disaggregation of Revenue [Line Items] | |||
Decrease to retained deficit as a result of adoption of new accounting guidance | $ 100 | ||
Revenue from Contract with Customer | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 1.00% | ||
Revenue from Contract with Customer | Finishing | Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 1.00% |
Net Sales - Disaggregation of N
Net Sales - Disaggregation of Net Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 612,948 | $ 648,616 | $ 705,519 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 429,057 | 441,691 | 492,667 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 132,663 | 151,628 | 154,307 |
Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 47,301 | 50,080 | 49,594 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,927 | ||
Finishing | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 207,637 | 200,284 | 196,883 |
Finishing | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 68,384 | ||
Finishing | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 126,564 | ||
Finishing | Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 8,762 | ||
Finishing | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 3,927 | ||
Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 83,028 | 82,621 | 97,667 |
Components | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 83,028 | ||
Components | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Components | Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Components | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Seating | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 160,322 | 159,129 | 161,050 |
Seating | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 154,223 | ||
Seating | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 6,099 | ||
Seating | Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Seating | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Acoustics | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 161,961 | $ 206,582 | $ 249,919 |
Acoustics | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 123,422 | ||
Acoustics | Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Acoustics | Mexico | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 38,539 | ||
Acoustics | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | ||
Direct | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 510,517 | ||
Direct | Finishing | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 112,047 | ||
Direct | Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 80,198 | ||
Direct | Seating | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 156,311 | ||
Direct | Acoustics | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 161,961 | ||
Distribution | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 102,431 | ||
Distribution | Finishing | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 95,590 | ||
Distribution | Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,830 | ||
Distribution | Seating | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,011 | ||
Distribution | Acoustics | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 0 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Thousands | Aug. 30, 2017 | Aug. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Buyer assumption of debt from divestiture | $ 0 | $ 2,950 | $ 0 | ||
Loss on divestiture | $ 0 | $ (8,730) | 0 | ||
Acoustics Europe | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net proceeds from the divestiture | $ 8,100 | $ 8,100 | |||
Cash proceeds from the divestiture | 200 | 200 | |||
Buyer assumption of debt from divestiture | 3,000 | ||||
Loss on divestiture | $ (8,700) | ||||
Total segment revenue | $ 22,900 | $ 32,900 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)plant | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | $ 4,458 | $ 4,266 | $ 7,232 |
2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost expected to be incurred | 16,300 | ||
Current period restructuring charges | $ 4,458 | $ 4,266 | 7,232 |
2016 Program | Components | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of plants eliminated | plant | 2 | ||
2016 Program | Acoustics | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of plants eliminated | plant | 2 | ||
2016 Program | Finishing | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of plants eliminated | plant | 2 | ||
Facility Closing | Acoustics | |||
Restructuring Cost and Reserve [Line Items] | |||
Accelerated depreciation expense | $ 1,400 | ||
Facility Closing | Finishing | |||
Restructuring Cost and Reserve [Line Items] | |||
Accelerated depreciation expense | 700 | ||
Current period restructuring charges | 1,400 | ||
Charges to reduce inventory balances | $ 700 |
Restructuring Costs (Schedule o
Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | $ 4,458 | $ 4,266 | $ 7,232 |
2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 4,458 | 4,266 | 7,232 |
Cumulative restructuring charges | 15,956 | ||
Severance costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 899 | 1,172 | |
Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 899 | 1,172 | 5,315 |
Cumulative restructuring charges | 7,386 | ||
Lease termination costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (4) | 260 | |
Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (4) | 260 | 344 |
Cumulative restructuring charges | 600 | ||
Other costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 3,563 | 2,834 | |
Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 3,563 | 2,834 | 1,573 |
Cumulative restructuring charges | 7,970 | ||
Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 4,458 | 4,275 | 6,634 |
Operating Segments | Finishing | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 475 | 2,501 | 4,634 |
Cumulative restructuring charges | 7,610 | ||
Operating Segments | Finishing | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 314 | 1,178 | 3,287 |
Cumulative restructuring charges | 4,779 | ||
Operating Segments | Finishing | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (4) | 88 | 344 |
Cumulative restructuring charges | 428 | ||
Operating Segments | Finishing | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 165 | 1,235 | 1,003 |
Cumulative restructuring charges | 2,403 | ||
Operating Segments | Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 922 | 1,334 | 892 |
Cumulative restructuring charges | 3,148 | ||
Operating Segments | Components | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 212 | 58 | 378 |
Cumulative restructuring charges | 648 | ||
Operating Segments | Components | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | ||
Operating Segments | Components | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 710 | 1,276 | 514 |
Cumulative restructuring charges | 2,500 | ||
Operating Segments | Seating | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 402 | (17) | 76 |
Cumulative restructuring charges | 461 | ||
Operating Segments | Seating | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 235 | (17) | 76 |
Cumulative restructuring charges | 294 | ||
Operating Segments | Seating | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | ||
Operating Segments | Seating | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 167 | 0 | 0 |
Cumulative restructuring charges | 167 | ||
Operating Segments | Acoustics | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 2,659 | 457 | 1,033 |
Cumulative restructuring charges | 4,149 | ||
Operating Segments | Acoustics | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 138 | (38) | 977 |
Cumulative restructuring charges | 1,077 | ||
Operating Segments | Acoustics | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | 172 | 0 |
Cumulative restructuring charges | 172 | ||
Operating Segments | Acoustics | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 2,521 | 323 | 56 |
Cumulative restructuring charges | 2,900 | ||
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | (9) | 598 |
Corporate | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | (9) | 597 |
Cumulative restructuring charges | 588 | ||
Corporate | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | (9) | 597 |
Cumulative restructuring charges | 588 | ||
Corporate | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | ||
Corporate | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | $ 0 | $ 0 |
Cumulative restructuring charges | $ 0 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | $ 2,062 | $ 2,699 | |
Current period restructuring charges | 4,458 | 4,266 | $ 7,232 |
Cash payments | (5,657) | (4,947) | |
Foreign currency impact | (81) | 44 | |
Restructuring reserve ending balance | 782 | 2,062 | 2,699 |
Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 907 | 1,281 | |
Current period restructuring charges | 899 | 1,172 | |
Cash payments | (1,310) | (1,589) | |
Foreign currency impact | (39) | 43 | |
Restructuring reserve ending balance | 457 | 907 | 1,281 |
Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 76 | 333 | |
Current period restructuring charges | (4) | 260 | |
Cash payments | (70) | (528) | |
Foreign currency impact | (2) | 11 | |
Restructuring reserve ending balance | 0 | 76 | 333 |
Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 1,079 | 1,085 | |
Current period restructuring charges | 3,563 | 2,834 | |
Cash payments | (4,277) | (2,830) | |
Foreign currency impact | (40) | (10) | |
Restructuring reserve ending balance | $ 325 | $ 1,079 | $ 1,085 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 31,501 | $ 35,925 |
Work-in-process | 3,672 | 4,375 |
Finished goods | 28,574 | 30,519 |
Total inventories | $ 63,747 | $ 70,819 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 247,275 | $ 242,330 |
Less: Accumulated depreciation | (112,406) | (88,134) |
Property, plant and equipment, net | 134,869 | 154,196 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,457 | 6,556 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 32,384 | 33,161 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 203,237 | 191,903 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,197 | $ 10,710 |
Property, Plant and Equipment_3
Property, Plant and Equipment ( Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
(Gain) loss on disposals of property, plant and equipment - net | $ 1,142 | $ 759 | $ (880) |
Value added tax collected on building sale | 694 | $ 0 | $ 0 |
Seating | |||
Property, Plant and Equipment [Line Items] | |||
(Gain) loss on disposals of property, plant and equipment - net | $ 1,300 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 45,142 | |
Goodwill, end of period | 44,065 | $ 45,142 |
Finishing | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | 45,142 | 42,157 |
Foreign currency impact | (1,077) | 2,985 |
Goodwill, end of period | $ 44,065 | $ 45,142 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Mar. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||||||
Accumulated impairment loss | $ 122,100,000 | $ 122,100,000 | $ 122,100,000 | $ 122,100,000 | ||
Weighted percentage use in valuation approach | 50.00% | 50.00% | ||||
Impairment of intangible assets | 0 | 0 | ||||
Amortization of intangible assets | $ 14,248,000 | 12,674,000 | $ 12,921,000 | |||
Patents | ||||||
Goodwill [Line Items] | ||||||
Weighted average useful life (years) | 4 years 9 months 9 days | |||||
Customer relationships | ||||||
Goodwill [Line Items] | ||||||
Weighted average useful life (years) | 10 years 1 month 16 days | |||||
Trademarks and other intangibles | ||||||
Goodwill [Line Items] | ||||||
Weighted average useful life (years) | 10 years 9 months 2 days | |||||
Seating | ||||||
Goodwill [Line Items] | ||||||
Accumulated impairment loss | $ 58,800,000 | $ 58,800,000 | $ 58,800,000 | 58,800,000 | ||
Acoustics | ||||||
Goodwill [Line Items] | ||||||
Accumulated impairment loss | 29,800,000 | 29,800,000 | 29,800,000 | 29,800,000 | ||
Goodwill impairment | 29,800,000 | |||||
Components | ||||||
Goodwill [Line Items] | ||||||
Accumulated impairment loss | $ 33,200,000 | $ 33,200,000 | $ 33,200,000 | 33,200,000 | ||
Goodwill impairment | 33,200,000 | |||||
Finishing | ||||||
Goodwill [Line Items] | ||||||
Reporting unit, percentage of fair value in excess of carrying amount | 15.00% | 15.00% | ||||
Acoustics and Components | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment | $ 63,000,000 | |||||
Components | Facility Closing | ||||||
Goodwill [Line Items] | ||||||
Amortization of intangible assets | $ 2,300,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 163,982 | $ 169,568 |
Accumulated Amortization | (47,453) | (38,069) |
Net | 116,529 | 131,499 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,038 | 1,985 |
Accumulated Amortization | (1,018) | (671) |
Net | 1,020 | 1,314 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 105,539 | 110,210 |
Accumulated Amortization | (30,634) | (24,775) |
Net | 74,905 | 85,435 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 56,405 | 57,373 |
Accumulated Amortization | (15,801) | (12,623) |
Net | $ 40,604 | $ 44,750 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Future Annual Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Mar. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2019 | $ 11,707 | ||
2020 | 11,706 | ||
2021 | 11,564 | ||
2022 | 11,391 | ||
2023 | 11,382 | ||
Thereafter | $ 58,779 | ||
Net | $ 116,529 | $ 131,499 |
Debt and Hedging Instruments (S
Debt and Hedging Instruments (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instruments [Abstract] | ||
Deferred issuance costs on Term Loans | $ (4,052) | |
Total debt | 393,788 | $ 401,472 |
Less: Current portion | (6,544) | (9,704) |
Total long-term debt | 387,244 | 391,768 |
Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 17,469 | 21,795 |
Secured Debt | ||
Debt Instruments [Abstract] | ||
Debt discount on Term Loans | (2,669) | (3,602) |
Deferred issuance costs on Term Loans | (4,052) | (5,586) |
Secured Debt | First Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 292,540 | 298,018 |
Secured Debt | Second Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 89,887 | 90,007 |
Secured Debt | Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 17,469 | 21,795 |
Capital Lease Obligations | ||
Debt Instruments [Abstract] | ||
Capital lease obligations | $ 613 | $ 840 |
Debt and Hedging Instruments _2
Debt and Hedging Instruments (Schedule of Future Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2019 | $ 6,544 | |
2020 | 6,619 | |
2021 | 289,008 | |
2022 | 92,199 | |
2023 | 3,683 | |
Thereafter | 2,456 | |
Total future annual maturities of long term debt outstanding | 400,509 | |
Less: Deferred issuance costs on Term Loans | (2,669) | |
Less: Deferred issuance costs on Term Loans | (4,052) | |
Total debt | $ 393,788 | $ 401,472 |
Debt and Hedging Instruments _3
Debt and Hedging Instruments (Senior Secured Credit Facilities Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | |||||
Dec. 31, 2017USD ($) | Sep. 29, 2017USD ($) | Jun. 29, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2020 | Sep. 28, 2018USD ($) | Jun. 28, 2018USD ($) | |
Debt Instrument [Line Items] | |||||||||
Payments of deferred financing costs | $ 649,000 | $ 0 | $ 0 | ||||||
Debt issuance cost, amount expensed | 4,052,000 | ||||||||
Repurchase of debt, cash outflow | 5,600,000 | 21,826,000 | 3,100,000 | ||||||
Gain on extinguishment of debt | $ (200,000) | $ 0 | 2,201,000 | $ 0 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Acoustics Europe | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash received to retire debt | $ 2,400,000 | ||||||||
Other Assets - Net | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of deferred financing costs | $ 600,000 | ||||||||
Revolving Credit Facility | Eurodollar | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance cost, amount expensed | 5,586,000 | $ 4,052,000 | 5,586,000 | ||||||
Secured Debt | Long-term Debt, Current Portion | |||||||||
Debt Instrument [Line Items] | |||||||||
Mandatory prepayment | 2,500,000 | 0 | 2,500,000 | ||||||
Secured Debt | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 34,300,000 | $ 40,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 29,400,000 | ||||||||
Outstanding borrowings | 0 | ||||||||
Outstanding letters of credit | 4,900,000 | ||||||||
Secured Debt | Revolving Credit Facility | Other Noncurrent Assets | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issuance cost, amount capitalized | $ 800,000 | ||||||||
First Lien Term Loans | Eurodollar | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | ||||||||
First Lien Term Loans | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 4.50% | ||||||||
First Lien Term Loans | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 310,000,000 | ||||||||
Long-term debt gross | 298,018,000 | 292,540,000 | 298,018,000 | ||||||
Amortization of debt discount (premium) | $ 800,000 | ||||||||
Interest rate, effective percentage | 7.30% | ||||||||
First Lien Term Loans | Secured Debt | Scenario, Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Consolidated net leverage ratio, maximum | 4.5 | ||||||||
Consolidated net leverage ratio, maximum, decrease on December 31, 2019 | 4.25 | ||||||||
Second Lien Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of debt discount (premium) | 400,000 | ||||||||
Repurchase of debt, gross | 20,000,000 | ||||||||
Repurchase of debt, cash outflow | 16,800,000 | ||||||||
Previously unamortized debt discount | 400,000 | ||||||||
Gain on extinguishment of debt | 2,400,000 | ||||||||
Second Lien Term Loans | Eurodollar | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 7.00% | ||||||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | ||||||||
Second Lien Term Loans | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 8.00% | ||||||||
Second Lien Term Loans | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | ||||||||
Long-term debt gross | $ 90,007,000 | $ 89,887,000 | $ 90,007,000 | ||||||
Interest rate, effective percentage | 10.80% | ||||||||
Amendment To Extend Maturity Date to June 30, 2019 | Secured Debt | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 34,300,000 | ||||||||
Amendment To Extend Maturity Date to June 30, 2020 | Secured Debt | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||||
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Senior Secured Credit Facilities | Eurodollar | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Revolving Credit Facility | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate outstanding amount | $ 10,000,000 |
Debt and Hedging Instruments _4
Debt and Hedging Instruments (Schedule of Foreign Debt Obligations) (Details) - Foreign debt - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 17,469 | $ 21,795 |
Germany | ||
Debt Instrument [Line Items] | ||
Long-term debt | 15,002 | 18,003 |
Mexico | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,000 | 3,179 |
India | ||
Debt Instrument [Line Items] | ||
Long-term debt | 467 | 599 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 14 |
Debt and Hedging Instruments (F
Debt and Hedging Instruments (Foreign Debt Narrative) (Details) - Individual Foreign Loans - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Secured Debt | Minimum | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 0.1 | $ 0.1 |
Secured Debt | Maximum | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 9.3 | 11.2 |
Germany | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 15 | $ 18 |
Germany | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.10% | |
Germany | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.70% |
Debt and Hedging Instruments (I
Debt and Hedging Instruments (Interest Rate Hedge Contracts Narrative) (Details) - Interest Rate Swap - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,900 | $ 0 | ||
Interest income | $ (200) | |||
Scenario, Forecast | ||||
Debt Instrument [Line Items] | ||||
Interest income | $ (1,500) | |||
Designated as Hedging Instrument | ||||
Debt Instrument [Line Items] | ||||
Derivative asset (liability), net | 1,867 | 79 | ||
Designated as Hedging Instrument | Cash Flow Hedging | ||||
Debt Instrument [Line Items] | ||||
Derivative, notional amount | $ 210,000 | $ 210,000 | ||
Derivative, fixed interest rate | 2.08% |
Debt and Hedging Instruments _5
Debt and Hedging Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Derivative asset (liability), net | $ 1,867 | $ 79 |
Recorded in other current assets | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | 1,325 | 0 |
Recorded in other assets - net | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | 542 | 537 |
Recorded in other current liabilities | ||
Derivative [Line Items] | ||
Derivative asset (liability), net | $ 0 | $ (458) |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||||
2019 | $ 10,654 | |||
2020 | 8,849 | |||
2021 | 7,296 | |||
2022 | 6,045 | |||
2023 | 4,654 | |||
Thereafter | 21,691 | |||
Total operating lease payments | 59,189 | |||
Operating leases, rent expense | $ 11,900 | $ 12,200 | $ 13,100 | |
Proceeds from the sale leaseback, net of closing fees and closing costs | $ 5,600 | |||
Deferred gain recognized on the sale leaseback | 1,100 | |||
Minimum lease payments on the sale leaseback | $ 10,100 |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity (Narrative) (Details) | Nov. 01, 2018$ / sharesshares | Jan. 22, 2018shares | Jun. 30, 2014USD ($)shares | Dec. 31, 2016shares | Mar. 31, 2017shares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 01, 2018shares | Jul. 01, 2018shares | Apr. 01, 2018shares | Jan. 01, 2018shares | Dec. 31, 2017$ / sharesshares | Oct. 01, 2017shares | Jul. 01, 2017shares | Apr. 01, 2017shares | Jan. 01, 2017shares | Oct. 01, 2016shares | Jul. 01, 2016shares | Apr. 01, 2016shares | Jan. 01, 2016shares | Feb. 28, 2015USD ($) |
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, shares issued (in shares) | 27,394,978 | 25,966,381 | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 27,394,978 | 25,966,381 | ||||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Preferred stock, shares issued (in shares) | 794 | 40,612 | 968 | 49,665 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 40,612 | 49,665 | ||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Warrants outstanding (in shares) | 13,993,773 | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 12 | |||||||||||||||||||
Warrants authorized for repurchase | $ | $ 5,000,000 | |||||||||||||||||||
Jason | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Rollover equity conversion ratio | 1 | |||||||||||||||||||
Jason | JPHI Holdings, Inc. | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 2,401,616 | |||||||||||||||||||
Ownership of shares (in shares) | 3,485,623 | 1,084,007 | 0 | |||||||||||||||||
Jason | JPHI Holdings, Inc. | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Percentage of voting interests acquired | 83.10% | |||||||||||||||||||
Noncontrolling interest, percentage of voting interests following acquisition | 16.90% | 6.00% | 0.00% | |||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||
Preferred stock, shares issued (in shares) | 778 | 763 | 748 | 968 | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 | ||||||||
Preferred stock dividends, shares (in shares) | 794 | |||||||||||||||||||
Preferred stock, shares issued, value | $ | $ 45,000,000 | |||||||||||||||||||
Payments of stock issuance costs | $ | $ 2,500,000 | |||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||||||||||||||
Shares issued upon conversion (in shares) | 81.18 | |||||||||||||||||||
Preferred stock, dividends declared per share (in dollars per share) | $ / shares | $ 20 | |||||||||||||||||||
Preferred stock, dividends declared | $ | $ 800,000 | |||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 12,136 | |||||||||||||||||||
Conversion rate | 115 | |||||||||||||||||||
Series A Preferred Stock | Jason | ||||||||||||||||||||
Class of Stock Disclosures [Abstract] | ||||||||||||||||||||
Equity interest issued as consideration, shares (in shares) | 45,000 | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ||||||||||||||||||||
Exchange of common stock (in shares) | 1,395,640 |
Shareholders' (Deficit) Equit_3
Shareholders' (Deficit) Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Jan. 01, 2018 | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Oct. 01, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 01, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2018 |
Class of Stock [Line Items] | ||||||||||||||||
Total Dividends Paid | $ 10 | $ 17 | $ 2,701 | |||||||||||||
Preferred Shares Issued (in shares) | 968 | 40,612 | 49,665 | 794 | ||||||||||||
Series A Preferred Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | ||||
Total Dividends Paid | $ 781 | $ 766 | $ 751 | $ 974 | $ 955 | $ 936 | $ 918 | $ 900 | $ 900 | $ 900 | $ 900 | $ 900 | ||||
Preferred Shares Issued (in shares) | 778 | 763 | 748 | 968 | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 |
Shareholders' (Deficit) Equit_4
Shareholders' (Deficit) Equity (Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | $ 5,684 | $ (3,142) | $ 84,994 |
Ending balance | (7,783) | 5,684 | (3,142) |
Employee retirement plan adjustments | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (1,517) | (1,777) | (1,051) |
Other comprehensive loss before reclassifications | (137) | 365 | (545) |
Amount reclassified from accumulated other comprehensive loss | (223) | 8 | 5 |
Amount reclassified from accumulated other comprehensive loss | 46 | (113) | (186) |
Ending balance | (1,831) | (1,517) | (1,777) |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (18,596) | (27,404) | (20,237) |
Other comprehensive loss before reclassifications | 0 | 11,394 | (4,013) |
Amount reclassified from accumulated other comprehensive loss | (4,555) | (888) | 0 |
Amount reclassified from accumulated other comprehensive loss | 0 | (1,698) | (3,154) |
Ending balance | (23,151) | (18,596) | (27,404) |
Net unrealized gains (losses) on cash flow hedges | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | 51 | (1,191) | (168) |
Other comprehensive loss before reclassifications | 11 | 156 | (870) |
Amount reclassified from accumulated other comprehensive loss | 1,467 | 1,159 | 0 |
Amount reclassified from accumulated other comprehensive loss | (118) | (73) | (153) |
Ending balance | 1,411 | 51 | (1,191) |
Total | |||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||
Beginning balance | (20,062) | (30,372) | (21,456) |
Other comprehensive loss before reclassifications | (126) | 11,915 | (5,428) |
Amount reclassified from accumulated other comprehensive loss | (3,311) | 279 | 5 |
Amount reclassified from accumulated other comprehensive loss | (72) | (1,884) | (3,493) |
Ending balance | $ (23,571) | $ (20,062) | $ (30,372) |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) | Feb. 27, 2018shares | Dec. 31, 2016shares | Jun. 30, 2017shares | Dec. 31, 2018USD ($)d$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares | Jun. 30, 2017shares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance trading period | 30 days | ||||||||
Allocated share-based compensation expense | $ | $ 2,709,000 | $ 1,119,000 | $ (998,000) | ||||||
Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance period measurement duration | d | 20 | ||||||||
2014 Omnibus Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Capital shares reserved for future issuance (in shares) | 2,609,316 | 3,473,435 | |||||||
Capital shares reserved for future issuance, increase (decrease) (in shares) | 4,000,000 | ||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 5,600,000 | ||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 2 years | ||||||||
Restricted Stock Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 5,000,000 | ||||||||
Units payable period duration | 30 days | ||||||||
Compensation not yet recognized (in shares) | 2,862,044 | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.64 | ||||||||
Restricted stock outstanding, weighted average period for vesting | 2 years 1 month 6 days | ||||||||
Nonvested shares (in shares) | 554,000 | 3,150,498 | 1,033,000 | 554,000 | 401,000 | ||||
Vested (in dollars per share) | $ / shares | $ 3.72 | $ 4.84 | $ 7.62 | ||||||
Fair value of equity instruments other than options vested during period | $ | $ 100,000 | $ 300,000 | $ 700,000 | ||||||
Number of shares withheld (in shares) | 2,837 | 25,532 | 43,806 | ||||||
Equity instruments granted during period (in shares) | 2,166,000 | 745,000 | 375,000 | ||||||
Allocated share-based compensation expense | $ | $ 2,270,000 | $ 913,000 | $ 1,300,000 | ||||||
Vested (in shares) | 36,000 | 265,000 | 211,000 | ||||||
Restricted Stock Units | Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 1 year | ||||||||
Nonvested shares (in shares) | 288,454 | ||||||||
Vested (in dollars per share) | $ / shares | $ 5.41 | ||||||||
Performance Share Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Performance trading period | 3 years | ||||||||
Performance Share Units | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of performance shares awarded, target performance threshold percentage | 0.00% | 0.00% | 0.00% | ||||||
Performance Share Units | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of performance shares awarded, target performance threshold percentage | 150.00% | 100.00% | 150.00% | ||||||
Adjusted EBITDA Based Performance | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 600,000 | ||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 3 months 18 days | ||||||||
Nonvested shares (in shares) | 723,000 | 908,000 | 908,000 | 723,000 | 871,000 | ||||
Vested (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||||
Equity instruments granted during period (in shares) | 0 | 1,058,000 | 0 | 1,357,942 | |||||
Award requisite service period | 3 years | 3 years | |||||||
Estimated payout percentage for calculation of compensation expense | 100.00% | 0.00% | |||||||
Target shares for calculation of compensation expense (in shares) | 0 | 907,505 | 0 | ||||||
Allocated share-based compensation expense | $ | $ 439,000 | $ 197,000 | $ (2,400,000) | ||||||
Vested (in shares) | 0 | 0 | 0 | ||||||
Adjusted EBITDA Based Performance | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Equity instruments granted during period (in shares) | 1,057,505 | ||||||||
Adjusted EBITDA Based Performance | Minimum | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||
Adjusted EBITDA Based Performance | Maximum | Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 907,505 | ||||||||
Stock Price Vesting Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Nonvested shares (in shares) | 0 | ||||||||
Allocated share-based compensation expense | $ | $ 0 | $ 9,000 | $ 101,000 | ||||||
Vested (in shares) | 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 | ||||||||
Nonvested shares (in shares) | 513,000 | 0 | 410,000 | 513,000 | 0 | ||||
Vested (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||||
Equity instruments granted during period (in shares) | 0 | 0 | 599,336 | ||||||
Award requisite service period | 3 years | ||||||||
Estimated payout percentage for calculation of compensation expense | 0.00% | ||||||||
Target shares for calculation of compensation expense (in shares) | 0 | ||||||||
Allocated share-based compensation expense | $ | $ 0 | $ 0 | $ 0 | ||||||
Vested (in shares) | 0 | 0 | 0 | ||||||
Estimated vesting performance, percentage | 100.00% | ||||||||
Estimated vesting performance share unit awards (in shares) | 273,557 | ||||||||
ROIC Vesting Awards | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||
ROIC Vesting Awards | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares for potential payout (in shares) | 410,336 |
Share Based Compensation (Sched
Share Based Compensation (Schedule of Share Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 2,709 | $ 1,119 | $ (998) |
Impact of accelerated vesting | 0 | 0 | 246 |
Total share-based compensation expense (income) | 2,709 | 1,119 | (752) |
Total income tax benefit (provision) | 667 | 276 | (294) |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 2,270 | 913 | 1,300 |
Adjusted EBITDA Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 439 | 197 | (2,400) |
Stock Price Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 0 | 9 | 101 |
ROIC Vesting Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 0 | $ 0 | $ 0 |
Share Based Compensation (Sch_2
Share Based Compensation (Schedule of Restricted Stock Unit Activity) (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares (thousands) | |||
Outstanding at beginning of period (in shares) | 1,033,000 | 554,000 | 401,000 |
Granted (in shares) | 2,166,000 | 745,000 | 375,000 |
Issued (in shares) | (36,000) | (265,000) | (211,000) |
Deferred (in shares) | 0 | 159,000 | 62,000 |
Forfeited (in shares) | (13,000) | (160,000) | (73,000) |
Outstanding at end of period (in shares) | 3,150,498 | 1,033,000 | 554,000 |
Weighted-Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 2.84 | $ 5.22 | $ 8.70 |
Granted (in dollars per share) | 2.94 | 1.32 | 3.75 |
Issued (in dollars per share) | 3.72 | 4.84 | 7.62 |
Deferred (in dollars per share) | 0 | 3.69 | 4.24 |
Forfeited (in dollars per share) | 3.02 | 1.53 | 9.04 |
Outstanding at end of period (in dollars per share) | $ 2.89 | $ 2.84 | $ 5.22 |
Share Based Compensation (Sch_3
Share Based Compensation (Schedule of Adjusted EBITDA Vesting Awards Activity) (Details) - Adjusted EBITDA Based Performance - $ / shares | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | |
Weighted-Average Grant Date Fair Value | |||||
Outstanding at beginning of period (in shares) | 908,000 | 723,000 | 871,000 | ||
Granted (in shares) | 0 | 1,058,000 | 0 | 1,357,942 | |
Adjustment for performance results achieved (in shares) | 0 | (708,000) | 0 | ||
Vested (in shares) | 0 | 0 | 0 | ||
Forfeited (in shares) | 0 | (165,000) | (148,000) | ||
Outstanding at end of period (in shares) | 908,000 | 908,000 | 723,000 | 871,000 | |
Shares (thousands) | |||||
Granted (in dollars per share) | $ 0 | $ 1.30 | $ 0 | ||
Adjustment for performance results achieved (in dollars per share) | 0 | 9.65 | 0 | ||
Vested (in dollars per share) | 0 | 0 | 0 | ||
Forfeited (in dollars per share) | 0 | 2.11 | 10.49 | ||
Outstanding at end of period (in dollars per share) | $ 1.30 | $ 1.30 | $ 9.67 | $ 9.81 | |
Award requisite service period | 3 years | 3 years |
Share Based Compensation (Sch_4
Share Based Compensation (Schedule of ROIC Vesting Awards) (Details) - ROIC Based Performance - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares (thousands) | |||
Outstanding at beginning of period (in shares) | 410,000 | 513,000 | 0 |
Granted (in shares) | 0 | 0 | 599,336 |
Adjustment for performance results achieved (in shares) | (398,000) | 0 | 0 |
Vested (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | (12,000) | (103,000) | (86,000) |
Outstanding at end of period (in shares) | 0 | 410,000 | 513,000 |
Weighted-Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 3.70 | $ 3.65 | $ 0 |
Granted (in dollars per share) | 0 | 0 | 3.62 |
Adjustment for performance results achieved (in dollars per share) | 3.71 | 0 | 0 |
Vested (in dollars per share) | 0 | 0 | 0 |
Forfeited (in dollars per share) | 3.46 | 3.46 | 3.46 |
Outstanding at end of period (in dollars per share) | $ 0 | $ 3.70 | $ 3.65 |
Award requisite service period | 3 years |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | Oct. 01, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Jan. 01, 2018 | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Oct. 01, 2016 | Jul. 01, 2016 | Apr. 01, 2016 | Jan. 01, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ 12 | ||||||||||||||||
Net loss per share available to common shareholders of Jason Industries: Basic and diluted (in dollars per share) | $ (0.62) | $ (0.32) | $ (3.15) | ||||||||||||||
Net loss available to common stockholders, basic (in dollars) | $ (17,230) | $ (8,261) | $ (70,835) | ||||||||||||||
Basic and diluted weighted-average shares outstanding (in shares) | 27,595,000 | 26,082,000 | 22,507,000 | ||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 20,867,000 | 20,086,000 | 23,497,000 | ||||||||||||||
Preferred stock, shares issued (in shares) | 794 | 40,612 | 49,665 | 968 | |||||||||||||
Series A Preferred Stock | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | ||||||||||||||||
Preferred stock dividends, shares (in shares) | 794 | ||||||||||||||||
Preferred stock, shares issued (in shares) | 778 | 763 | 748 | 968 | 952 | 931 | 915 | 899 | 0 | 0 | 0 | 0 | |||||
Shares issued upon conversion (in shares) | 81.18 | ||||||||||||||||
Warrants to purchase Jason Industries common stock (1) | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 13,994,000 | 13,994,000 | 13,994,000 | ||||||||||||||
Conversion of Series A 8% Perpetual Convertible Preferred | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,235,000 | 3,858,000 | 3,656,000 | ||||||||||||||
Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 0 | 59,000 | 3,427,000 | ||||||||||||||
Restricted Stock Units | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 2,331,000 | 796,000 | 503,000 | ||||||||||||||
Performance share units | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 1,307,000 | 1,379,000 | 1,917,000 | ||||||||||||||
Subsequent Event | |||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Preferred stock, shares issued (in shares) | 794 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||
Provisional tax benefit | $ 11,100 | |||
Undistributed earnings of foreign subsidiaries | 54,500 | |||
Provisional income tax expense | 5,300 | |||
Income tax expense attributable to the deemed mandatory repatriation of foreign subsidiary earnings and profits | $ 500 | |||
Deferred tax assets, valuation allowance | 3,828 | 4,220 | ||
Unrecognized tax benefits | 2,084 | 1,916 | $ 1,881 | $ 2,928 |
Unrecognized tax benefits that would impact effective tax rate | 2,100 | 1,900 | 1,600 | |
Deferred tax liability, not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 1,700 | |||
Income tax benefit, decrease | $ 2,900 | |||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 23,300 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 102,700 | |||
Tax credit carryforward, amount | 1,000 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 15,700 |
Income Taxes (Source of Income
Income Taxes (Source of Income Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (33,179) | $ (27,919) | $ (93,639) |
Foreign | 17,914 | 13,062 | 9,290 |
Loss before income taxes | $ (15,265) | $ (14,857) | $ (84,349) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 53 | $ 208 | $ 0 |
State | 53 | (125) | 57 |
Foreign | 5,784 | 6,878 | 7,759 |
Total current income tax provision | 5,890 | 6,961 | 7,816 |
Deferred | |||
Federal | (5,723) | (14,864) | (9,059) |
State | (833) | (1,281) | (1,781) |
Foreign | (1,439) | (1,200) | (3,272) |
Total deferred income tax benefit | (7,995) | (17,345) | (14,112) |
Total income tax benefit | $ (2,105) | $ (10,384) | $ (6,296) |
Income Taxes (Effective Tax Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax at Federal statutory rate | 21.00% | 35.00% | 35.00% |
State taxes - net of Federal benefit | 7.80% | 7.70% | 1.50% |
Research and development incentives | 3.60% | 1.70% | 0.50% |
Foreign rate differential | (7.40%) | 5.20% | 1.30% |
Valuation allowances | (0.20%) | 5.00% | (1.80%) |
Change in foreign tax rates | 0.00% | (1.20%) | 0.60% |
Decrease (increase) in tax reserves | (1.60%) | (0.40%) | 1.00% |
Stock compensation expense | (2.10%) | (6.70%) | (0.60%) |
U.S. taxation of foreign earnings | (13.10%) | (10.20%) | (3.60%) |
Non-deductible meals and entertainment | (0.30%) | (0.30%) | (0.10%) |
Nondeductible impairment charge | 0.00% | 0.00% | (25.70%) |
Change in U.S. tax rate | 0.00% | 72.50% | 0.00% |
Transition tax on unremitted foreign earnings | 3.30% | (35.70%) | 0.00% |
Other | 2.80% | (2.70%) | (0.60%) |
Effective tax rate | 13.80% | 69.90% | 7.50% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Accrued expenses and reserves | $ 2,289 | $ 2,685 |
Postretirement and postemployment benefits | 924 | 1,702 |
Employee benefits | 3,125 | 3,476 |
Inventories | 1,072 | 1,392 |
Other assets | 1,526 | 1,868 |
Operating loss and credit carryforwards | 20,939 | 15,257 |
Gross deferred tax assets | 29,875 | 26,380 |
Less valuation allowance | (3,828) | (4,220) |
Deferred tax assets | 26,047 | 22,160 |
Deferred tax liabilities | ||
Property, plant and equipment | (14,969) | (15,670) |
Intangible assets and other liabilities | (25,804) | (28,912) |
Foreign investments | (1,261) | (1,688) |
Deferred tax liabilities | (42,034) | (46,270) |
Net deferred tax liability | (15,987) | (24,110) |
Deferred income taxes | (17,725) | (25,699) |
Net amount recognized | (15,987) | (24,110) |
Other assets - net | ||
Deferred tax liabilities | ||
Other assets - net | 1,738 | 1,589 |
Deferred income taxes | ||
Deferred tax liabilities | ||
Deferred income taxes | $ (17,725) | $ (25,699) |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 1,916 | $ 1,881 | $ 2,928 |
Additions based on tax positions related to current year | 168 | 267 | 126 |
Reductions related to lapses of statute of limitations | 0 | (232) | (1,173) |
Balance at end of period | $ 2,084 | $ 1,916 | $ 1,881 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent | 50.00% | ||
Employer matching contribution, percent of match | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 2.1 | $ 2.1 | $ 2.4 |
Health care cost trend rate assumed for next fiscal year | 6.40% | 8.40% | |
Measurement period for assumptions | 5 years | ||
Rolling measurement period For assumptions | 15 years | ||
Effect of one percentage point increase on accumulated postretirement benefit obligation | $ 0.1 | ||
Effect of one percentage point decrease on accumulated postretirement benefit obligation | $ 0.1 | ||
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate | 1.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ultimate health care cost trend rate | 3.00% | ||
Multiemployer Plans, Pension | Other Long-Term Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | $ 1.3 | $ 1.5 | |
Multiemployer Plans, Pension | Other Current Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | 0.2 | $ 0.2 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | 0.1 | ||
Expected contributions in current fiscal year | 0.8 | ||
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 0.1 |
Employee Benefit Plans (Schedul
Employee Benefit Plans (Schedule of Changes in Plan Assets and Funded Status) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in plan assets | |||
Fair value of plan assets at beginning of year | $ 17,501 | ||
Actual return on plan assets | 4 | ||
Fair value of plan assets at end of year | 14,996 | $ 17,501 | |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 9,661 | 10,605 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 10,605 | 10,626 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 350 | 393 | 425 |
Interest cost | (602) | 292 | |
Benefits paid | (692) | (706) | |
Other | 0 | 0 | |
Currency translation adjustment | 0 | 0 | |
Projected benefit obligation at end of year | 9,661 | 10,605 | 10,626 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 10,055 | 9,282 | |
Actual return on plan assets | (452) | 1,110 | |
Employer and employee contributions | 307 | 410 | |
Benefits paid | (692) | (706) | |
Other | (39) | (41) | |
Currency translation adjustment | 0 | 0 | |
Fair value of plan assets at end of year | 9,179 | 10,055 | 9,282 |
Funded status | (482) | (550) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 1,830 | 1,935 | |
Other current liabilities | 0 | 0 | |
Other long-term liabilities | (2,312) | (2,485) | |
Net amount recognized | $ (482) | $ (550) | |
United States | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 4.02% | 3.33% | |
United States | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 4.08% | 3.45% | |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 12,856 | $ 15,054 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 15,468 | 13,532 | |
Service cost | 190 | 177 | 155 |
Interest cost | 328 | 312 | 391 |
Interest cost | (483) | 388 | |
Benefits paid | (1,617) | (502) | |
Other | 27 | 8 | |
Currency translation adjustment | (680) | 1,553 | |
Projected benefit obligation at end of year | 13,233 | 15,468 | 13,532 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 7,446 | 6,316 | |
Actual return on plan assets | (184) | 536 | |
Employer and employee contributions | 525 | 485 | |
Benefits paid | (1,621) | (506) | |
Other | 0 | 0 | |
Currency translation adjustment | (349) | 615 | |
Fair value of plan assets at end of year | 5,817 | 7,446 | $ 6,316 |
Funded status | (7,416) | (8,022) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 0 | 0 | |
Other current liabilities | (83) | (78) | |
Other long-term liabilities | (7,333) | (7,944) | |
Net amount recognized | $ (7,416) | $ (8,022) | |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 2.00% | 1.80% | |
Rate of compensation increase | 2.00% | 2.00% | |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 2.80% | 2.40% | |
Rate of compensation increase | 3.70% | 3.70% |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Benefit Costs) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 350 | 393 | 425 |
Expected return on plan assets | (477) | (467) | (513) |
Amortization of actuarial loss | 14 | 14 | 27 |
Net periodic benefit cost | $ (113) | $ (60) | $ (61) |
Weighted-average assumptions | |||
Discount rates | 3.87% | ||
United States | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 3.30% | 3.71% | |
Expected long-term rates or return | 4.75% | 4.75% | 5.50% |
United States | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 3.45% | 3.90% | 4.15% |
Expected long-term rates or return | 6.50% | 6.50% | 7.00% |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 190 | $ 177 | $ 155 |
Interest cost | 328 | 312 | 391 |
Expected return on plan assets | (222) | (226) | (253) |
Amortization of actuarial loss | 79 | 41 | 7 |
Net periodic benefit cost | $ 375 | $ 304 | $ 300 |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Discount rates | 1.80% | 1.70% | 2.20% |
Rate of compensation increase | 2.20% | 2.00% | 2.00% |
Expected long-term rates or return | 3.30% | 3.50% | 4.00% |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Discount rates | 2.40% | 2.60% | 3.70% |
Rate of compensation increase | 3.70% | 3.90% | 3.60% |
Expected long-term rates or return | 4.00% | 4.00% | 4.20% |
Employee Benefit Plans (AOCI) (
Employee Benefit Plans (AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 2,379 | $ 2,099 | $ 1,994 |
Employee Benefit Plans (Asset A
Employee Benefit Plans (Asset Allocation) (Details) - Pension Plan | Dec. 31, 2018 | Dec. 31, 2017 |
Non-U.S. Plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 36.80% | 47.10% |
Non-U.S. Plans | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 58.90% | 49.30% |
Non-U.S. Plans | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 4.30% | 3.60% |
United States | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 47.60% | 58.70% |
United States | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 42.30% | 29.40% |
United States | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 10.10% | 11.90% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Pension Plan Assets) (Details) - Pension Plan - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 14,996 | $ 17,501 |
Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,442 | 10,618 |
Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,315 | 6,630 |
Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 239 | 253 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 923 | 1,202 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 923 | 1,202 |
Cash and cash equivalents | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Cash and cash equivalents | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 4 | 3 |
Accrued dividends | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 4 | 3 |
Accrued dividends | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 6,515 | 9,413 |
Global equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 6,515 | 9,413 |
Global equities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,315 | 6,630 |
Fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,315 | 6,630 |
Fixed income securities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 239 | 253 |
Group annuity/insurance contracts | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 239 | $ 253 |
Employee Benefit Plans (Reconci
Employee Benefit Plans (Reconciliation of Changes in Plan Assets) (Details) - Pension Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Change in plan assets | |
Fair value of plan assets at beginning of year | $ 17,501 |
Actual return on plan assets | 4 |
Purchases, sales and settlements | (18) |
Fair value of plan assets at end of year | 14,996 |
Level 3 | |
Change in plan assets | |
Fair value of plan assets at beginning of year | 253 |
Fair value of plan assets at end of year | $ 239 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Benefit Payments) (Details) - Pension Plan $ in Thousands | Dec. 31, 2018USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2019 | $ 1,216 |
2020 | 1,279 |
2021 | 1,349 |
2022 | 1,227 |
2023 | 1,287 |
2024-2028 | $ 6,472 |
Employee Benefit Plans (Postret
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 1,344 | $ 1,423 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 1,423 | 1,972 | |
Interest cost | 44 | 68 | $ 76 |
Actuarial loss (gain) | 37 | (483) | |
Benefits paid | (160) | (134) | |
Projected benefit obligation at end of year | 1,344 | 1,423 | $ 1,972 |
Change in plan assets | |||
Employer contributions | 160 | 134 | |
Benefits paid | (160) | (134) | |
Fair value of plan assets at end of year | 0 | 0 | |
Funded Status | $ (1,344) | $ (1,423) | |
Weighted-average assumptions | |||
Discount rates | 3.96% | 3.26% | |
Amounts recognized in the statement of financial position consist of: | |||
Other current liabilities | $ (147) | $ (142) | |
Other long-term liabilities | (1,197) | (1,281) | |
Net amount recognized | (1,344) | (1,423) | |
Pension Plan | |||
Change in plan assets | |||
Fair value of plan assets at end of year | $ 14,996 | $ 17,501 |
Employee Benefit Plans (Postr_2
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance Components of Net Period Benefit Costs) (Details) - Other Postretirement Benefit Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 44 | $ 68 | $ 76 |
Amortization of the net gain from earlier periods | (77) | (18) | (13) |
Net periodic benefit cost | $ (33) | $ 50 | $ 63 |
Weighted-average assumptions | |||
Discount rates | 3.26% | 3.64% | 3.82% |
Employee Benefit Plans (Other P
Employee Benefit Plans (Other Postretirement Benefits AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized gain | $ (548) | $ (582) | $ (217) |
Employee Benefit Plans (Multi-e
Employee Benefit Plans (Multi-employer Estimated Projected Benefit Payments) (Details) - Other Postretirement Benefit Plan $ in Thousands | Dec. 31, 2018USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2019 | $ 150 |
2020 | 141 |
2021 | 132 |
2022 | 124 |
2023 | 116 |
2024-2028 | $ 475 |
Business Segments, Geographic_3
Business Segments, Geographic and Customer Information (Reportable Segments) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Net sales | $ 612,948 | $ 648,616 | $ 705,519 |
Finishing | |||
Segment Reporting Information [Line Items] | |||
Net sales | 207,637 | 200,284 | 196,883 |
Components | |||
Segment Reporting Information [Line Items] | |||
Net sales | 83,028 | 82,621 | 97,667 |
Seating | |||
Segment Reporting Information [Line Items] | |||
Net sales | 160,322 | 159,129 | 161,050 |
Acoustics | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 161,961 | $ 206,582 | $ 249,919 |
Business Segments, Geographic_4
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense | $ (33,437) | $ (33,089) | $ (31,843) | |
Gain (loss) on debt extinguishment | $ (200) | 0 | 2,201 | 0 |
Depreciation and amortization | (42,604) | (38,934) | (44,041) | |
Impairment charges | 0 | 0 | (63,285) | |
Gain (loss) on disposal of property, plant and equipment - net | 1,142 | 759 | (880) | |
Restructuring | (4,458) | (4,266) | (7,232) | |
Corporate share based compensation | (2,709) | (1,119) | 752 | |
Loss before income taxes | (15,265) | (14,857) | (84,349) | |
Operating Segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 79,340 | 81,238 | 81,773 | |
Interest expense | (953) | (1,370) | (1,561) | |
Gain (loss) on debt extinguishment | 0 | (182) | 0 | |
Depreciation and amortization | (42,151) | (38,577) | (43,697) | |
Impairment charges | 0 | 0 | (63,285) | |
Gain (loss) on disposal of property, plant and equipment - net | 1,142 | 759 | (869) | |
Loss on divestiture | 0 | (8,730) | 0 | |
Restructuring | (4,458) | (4,275) | (6,634) | |
Integration and other restructuring costs | (446) | 0 | (1,621) | |
Loss before income taxes | 32,474 | 28,863 | (35,894) | |
Operating Segments | Finishing | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 28,979 | 27,661 | 24,200 | |
Depreciation and amortization | (12,196) | (12,198) | (13,693) | |
Operating Segments | Components | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 9,746 | 9,888 | 14,249 | |
Depreciation and amortization | (9,746) | (7,821) | (9,827) | |
Operating Segments | Seating | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 19,747 | 16,348 | 16,122 | |
Depreciation and amortization | (8,488) | (8,435) | (8,894) | |
Operating Segments | Acoustics | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 20,868 | 27,341 | 27,202 | |
Depreciation and amortization | (11,721) | (10,123) | (11,283) | |
Corporate | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Corporate general and administrative expenses | (12,129) | (13,486) | (17,613) | |
Interest expense | (32,484) | (31,719) | (30,282) | |
Gain (loss) on debt extinguishment | 0 | 2,383 | 0 | |
Depreciation and amortization | (453) | (357) | (344) | |
Gain (loss) on disposal of property, plant and equipment - net | 0 | 0 | (11) | |
Restructuring | 0 | 9 | (598) | |
Integration and other restructuring costs | 36 | 569 | (359) | |
Corporate share based compensation | $ (2,709) | $ (1,119) | $ 752 |
(Other Information by Segment)
(Other Information by Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 42,604 | $ 38,934 | $ 44,041 |
Capital expenditures | 13,753 | 15,873 | 19,780 |
Assets | 503,597 | 546,323 | |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 42,151 | 38,577 | 43,697 |
Assets | 500,553 | 559,145 | |
Operating Segments | Finishing | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 12,196 | 12,198 | 13,693 |
Capital expenditures | 4,365 | 5,247 | 5,943 |
Assets | 230,185 | 241,776 | |
Operating Segments | Components | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 9,746 | 7,821 | 9,827 |
Capital expenditures | 1,320 | 3,797 | 2,950 |
Assets | 55,371 | 72,724 | |
Operating Segments | Seating | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 8,488 | 8,435 | 8,894 |
Capital expenditures | 3,207 | 2,709 | 3,602 |
Assets | 90,175 | 99,155 | |
Operating Segments | Acoustics | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 11,721 | 10,123 | 11,283 |
Capital expenditures | 4,038 | 3,563 | 6,058 |
Assets | 124,822 | 145,490 | |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 453 | 357 | 344 |
Capital expenditures | 823 | 557 | $ 1,227 |
Corporate Reconciling Items And Eliminations | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 3,044 | $ (12,822) |
Business Segments, Geographic_5
Business Segments, Geographic and Customer Information (Geographical Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 612,948 | $ 648,616 | $ 705,519 |
Long-lived assets | 251,398 | 285,695 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 429,057 | 441,691 | 492,667 |
Long-lived assets | 176,688 | 197,174 | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 132,663 | 151,628 | 154,307 |
Long-lived assets | 60,140 | 70,797 | |
Mexico | |||
Segment Reporting Information [Line Items] | |||
Net sales | 47,301 | 50,080 | 49,594 |
Long-lived assets | 11,084 | 13,484 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Net sales | 3,927 | 5,217 | $ 8,951 |
Long-lived assets | $ 3,486 | $ 4,240 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 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 |
Schedule II - Consolidated Va_2
Schedule II - Consolidated Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 2,959 | $ 3,392 | $ 2,524 |
Charge to Costs and Expenses | (197) | 82 | 1,696 |
Utilization of Reserves | (954) | (634) | (783) |
Other | 4 | 119 | (45) |
Balance at end of year | 1,812 | 2,959 | 3,392 |
Deferred tax valuation allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 4,220 | 4,879 | 3,703 |
Charge to Costs and Expenses | 561 | 283 | 1,469 |
Utilization of Reserves | (602) | (1,164) | 0 |
Other | (351) | 222 | (293) |
Balance at end of year | $ 3,828 | $ 4,220 | $ 4,879 |