Cover
Cover - shares | 9 Months Ended | |
Sep. 27, 2019 | Nov. 01, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 27, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36051 | |
Entity Registrant Name | JASON INDUSTRIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2888322 | |
Entity Address, Address Line One | 833 East Michigan Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | Milwaukee | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53202 | |
City Area Code | 414 | |
Local Phone Number | 277-9300 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | JASN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,413,351 | |
Entity Central Index Key | 0001579252 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Statement of Financial Position [Abstract] | ||||
Net sales | $ 85,610 | $ 107,029 | $ 296,654 | $ 355,440 |
Cost of goods sold | 70,840 | 84,562 | 239,218 | 275,495 |
Gross profit | 14,770 | 22,467 | 57,436 | 79,945 |
Selling and administrative expenses | 20,416 | 20,169 | 63,699 | 67,717 |
Non-cash impairment charge | 20,597 | 0 | 20,597 | 0 |
Loss (gain) on disposals of property, plant and equipment - net | 14 | (88) | 18 | 94 |
Restructuring | 1,277 | 298 | 3,795 | 1,245 |
Operating (loss) income | (27,534) | 2,088 | (30,673) | 10,889 |
Interest expense | (8,180) | (8,326) | (24,738) | (24,709) |
Equity income | 45 | 468 | 167 | 903 |
Other income - net | 932 | 51 | 611 | 606 |
Loss from continuing operations before income taxes | (34,737) | (5,719) | (54,633) | (12,311) |
Tax benefit | (4,691) | (1,435) | (5,424) | (2,773) |
Net loss from continuing operations | (30,046) | (4,284) | (49,209) | (9,538) |
Net (loss) income from discontinued operations, net of tax | (3,121) | (174) | (4,130) | 4,087 |
Net loss | (33,167) | (4,458) | (53,339) | (5,451) |
Accretion of dividends on preferred stock and redemption premium | 845 | 781 | 2,485 | 3,274 |
Net loss allocable to common shareholders of Jason Industries | $ (34,012) | $ (5,239) | $ (55,824) | $ (8,725) |
Basic and diluted net (loss) income per share allocable to common shareholders of Jason Industries: | ||||
Net loss per share from continuing operations (in dollars per share) | $ (1.08) | $ (0.18) | $ (1.82) | $ (0.46) |
Net (loss) income per share from discontinued operations (in dollars per share) | (0.11) | (0.01) | (0.15) | 0.15 |
Basic and diluted (in dollars per share) | $ (1.19) | $ (0.19) | $ (1.97) | $ (0.32) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 28,632 | 27,683 | 28,348 | 27,565 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (33,167) | $ (4,458) | $ (53,339) | $ (5,451) |
Other comprehensive income (loss): | ||||
Employee retirement plan adjustments, net of tax | 15 | 4 | 45 | 13 |
Foreign currency translation adjustments | (4,556) | (879) | (5,170) | (3,473) |
Net change in unrealized gains (losses) on cash flow hedges, net of tax (expense) benefit of -10000, -60000, 490000, and -716000, respectively | 31 | 185 | (1,519) | 2,195 |
Total other comprehensive loss | (4,510) | (690) | (6,644) | (1,265) |
Comprehensive loss | $ (37,677) | $ (5,148) | $ (59,983) | $ (6,716) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net change in unrealized (losses) gains on cash flow hedges, tax benefit (expense) | $ (10) | $ (60) | $ 490 | $ (716) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 92,695 | $ 46,457 |
Accounts receivable - net | 41,641 | 41,325 |
Inventories | 55,435 | 55,627 |
Other current assets | 8,039 | 7,049 |
Current assets held for sale | 0 | 45,681 |
Total current assets | 197,810 | 196,139 |
Property, plant and equipment - net | 82,048 | 90,909 |
Right-of-use operating lease assets | 28,585 | |
Goodwill | 45,111 | 44,065 |
Other intangible assets - net | 70,004 | 96,446 |
Other assets - net | 10,132 | 11,679 |
Noncurrent assets held for sale | 0 | 64,359 |
Total assets | 433,690 | 503,597 |
Current liabilities | ||
Current portion of long-term debt | 5,769 | 5,687 |
Current portion of operating lease liabilities | 5,469 | |
Accounts payable | 27,578 | 35,331 |
Accrued compensation and employee benefits | 10,325 | 12,154 |
Accrued interest | 1 | 89 |
Other current liabilities | 14,307 | 13,923 |
Current liabilities held for sale | 0 | 18,679 |
Total current liabilities | 63,449 | 85,863 |
Long-term debt | 384,170 | 386,101 |
Long-term operating lease liabilities | 25,567 | |
Deferred income taxes | 10,002 | 17,613 |
Other long-term liabilities | 15,409 | 19,506 |
Noncurrent liabilities held for sale | 0 | 2,297 |
Total liabilities | 498,597 | 511,380 |
Commitments and contingencies (Note 17) | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock | 43,090 | 40,612 |
Jason Industries common stock | 3 | 3 |
Additional paid-in capital | 155,138 | 155,533 |
Retained deficit | (232,923) | (180,360) |
Accumulated other comprehensive loss | (30,215) | (23,571) |
Total shareholders’ (deficit) equity | (64,907) | (7,783) |
Total liabilities and shareholders’ (deficit) equity | $ 433,690 | $ 503,597 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Nov. 01, 2019 | Oct. 01, 2019 | Sep. 27, 2019 | Aug. 01, 2019 | Dec. 31, 2018 | Nov. 01, 2018 |
Allowance for doubtful accounts | $ 1,329 | $ 1,519 | ||||
Accumulated depreciation | $ 89,370 | $ 77,490 | ||||
Preferred stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued (in shares) | 43,090 | 40,612 | ||||
Preferred stock, shares outstanding (in shares) | 43,090 | 40,612 | ||||
Preferred stock, shares declared (in shares) | 843 | 794 | ||||
Common stock, par (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | ||||
Common stock, shares issued (in shares) | 28,413,351 | 27,394,978 | ||||
Common stock, shares outstanding (in shares) | 28,413,351 | 27,394,978 | ||||
Subsequent Event | ||||||
Preferred stock, shares issued (in shares) | 843 | |||||
Preferred stock, shares declared (in shares) | 794 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2019 | Sep. 28, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (53,339) | $ (5,451) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 19,996 | 20,415 |
Amortization of intangible assets | 8,787 | 11,242 |
Amortization of deferred financing costs and debt discount | 2,211 | 2,199 |
Non-cash operating lease expense | 6,193 | 0 |
Equity income | (167) | (903) |
Deferred income taxes | (6,684) | (2,580) |
Loss on disposals of property, plant and equipment - net | 14 | 154 |
Non-cash impact of business divestitures and dissolutions | (1,050) | 0 |
Non-cash impairment charge | 20,597 | 0 |
Dividends from joint venture | 728 | 0 |
Share-based compensation | 2,609 | 1,728 |
Net increase (decrease) in cash, net of acquisitions and dispositions, due to changes in: | ||
Accounts receivable | 1,919 | (5,155) |
Inventories | 2,686 | 4,368 |
Other current assets | (1,029) | 811 |
Accounts payable | (9,462) | (506) |
Accrued compensation and employee benefits | (2,702) | (689) |
Accrued interest | (88) | (194) |
Accrued income taxes | (115) | (3,548) |
Operating lease liabilities, net | (5,923) | 0 |
Other - net | (996) | (1,876) |
Total adjustments | 37,524 | 25,466 |
Net cash (used in) provided by operating activities | (15,815) | 20,015 |
Cash flows from investing activities | ||
Proceeds from disposals of property, plant and equipment | 1,145 | 202 |
Payments for property, plant and equipment | (8,743) | (9,636) |
Proceeds from divestiture, net of cash divested and liabilities assumed by buyer | 75,021 | 0 |
Acquisition of business, net of cash acquired | (11,000) | 0 |
Acquisitions of patents | (32) | (44) |
Net cash provided by (used in) investing activities | 56,391 | (9,478) |
Cash flows from financing activities | ||
Payments of deferred financing costs | (331) | (609) |
Payments of First and Second Lien term loans | (2,325) | (4,825) |
Proceeds from other long-term debt | 3,298 | 3,314 |
Payments of other long-term debt | (4,585) | (5,358) |
Payments of finance lease obligation | (246) | 0 |
Value added tax paid from building sale | (707) | 0 |
Other financing activities - net | (627) | (14) |
Net cash used in financing activities | (5,523) | (7,492) |
Effect of exchange rate changes on cash and cash equivalents | (527) | (562) |
Net increase in cash and cash equivalents | 34,526 | 2,483 |
Cash and cash equivalents, beginning of period | 58,169 | 48,887 |
Cash and cash equivalents, end of period | 92,695 | 51,370 |
Supplemental disclosure of cash flow information | ||
Interest | 22,664 | 22,772 |
Income taxes, net of refunds | 3,040 | 3,454 |
Acquisition-related transaction costs used in operating activities | 373 | 0 |
Divestiture-related transaction costs used in operating activities | 3,380 | 0 |
Non-cash lease activities: | ||
Right-of-use operating assets obtained in exchange for operating lease obligations | 3,113 | 0 |
Right-of-use finance assets obtained in exchange for finance lease obligations | 442 | 0 |
Non-cash investing activities: | ||
Property, plant and equipment acquired through additional liabilities | 423 | 1,005 |
Non-cash financing activities: | ||
Non-cash preferred stock created from dividends declared | 2,478 | 2,289 |
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | 12,136 |
Debt and pension liability assumed by buyer with divestiture | $ 2,206 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative impact of accounting changes | $ 384 | $ 510 | $ (126) | |||
Beginning balance at Dec. 31, 2017 | 5,684 | $ 49,665 | $ 3 | $ 143,788 | (167,710) | (20,062) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (8) | 2,289 | (2,297) | |||
Share-based compensation | 1,728 | 1,728 | ||||
Tax withholding related to vesting of restricted stock units | (7) | (7) | ||||
Net loss | (5,451) | (5,451) | ||||
Employee retirement plan adjustments, net of tax | 13 | 13 | ||||
Foreign currency translation adjustments | (3,473) | (3,473) | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | 2,195 | 2,195 | ||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | (12,136) | 12,136 | |||
Ending balance at Sep. 28, 2018 | 1,065 | 39,818 | 3 | 155,348 | (172,651) | (21,453) |
Beginning balance at Jun. 29, 2018 | 5,272 | 39,040 | 3 | 155,185 | (168,193) | (20,763) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (3) | 778 | (781) | |||
Share-based compensation | 944 | 944 | ||||
Net loss | (4,458) | (4,458) | ||||
Employee retirement plan adjustments, net of tax | 4 | 4 | ||||
Foreign currency translation adjustments | (879) | (879) | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | 185 | 185 | ||||
Ending balance at Sep. 28, 2018 | 1,065 | 39,818 | 3 | 155,348 | (172,651) | (21,453) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative impact of accounting changes | 776 | 776 | ||||
Beginning balance at Dec. 31, 2018 | (7,783) | 40,612 | 3 | 155,533 | (180,360) | (23,571) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (7) | 2,478 | (2,485) | |||
Share-based compensation | 2,609 | 2,609 | ||||
Tax withholding related to vesting of restricted stock units | (519) | (519) | ||||
Net loss | (53,339) | (53,339) | ||||
Employee retirement plan adjustments, net of tax | 45 | 45 | ||||
Foreign currency translation adjustments | (5,170) | (5,170) | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | (1,519) | (1,519) | ||||
Ending balance at Sep. 27, 2019 | (64,907) | 43,090 | 3 | 155,138 | (232,923) | (30,215) |
Beginning balance at Jun. 28, 2019 | (28,115) | 42,247 | 3 | 155,096 | (199,756) | (25,705) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Dividends declared | (2) | 843 | (845) | |||
Share-based compensation | 939 | 939 | ||||
Tax withholding related to vesting of restricted stock units | (52) | (52) | ||||
Net loss | (33,167) | (33,167) | ||||
Employee retirement plan adjustments, net of tax | 15 | 15 | ||||
Foreign currency translation adjustments | (4,556) | (4,556) | ||||
Net changes in unrealized gains on cash flow hedges, net of tax | 31 | 31 | ||||
Ending balance at Sep. 27, 2019 | $ (64,907) | $ 43,090 | $ 3 | $ 155,138 | $ (232,923) | $ (30,215) |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 27, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Jason Industries, Inc. (“Jason Industries”), including its subsidiaries (collectively, the “Company”), is a global industrial manufacturing company. In the first quarter of 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 changed how it makes operating decisions, assesses performance of the business, and allocates resources. As a result of the evaluation, the Company reduced the number of operating and reportable segments from four to three: industrial, engineered components, and fiber solutions. The prior year segment disclosures have been updated to conform with current year presentation. The Company operates in the United States and 13 foreign countries. The Company’s industrial segment, formerly the finishing segment, focuses on the production of industrial brushes, polishing buffs and compounds, abrasives, and roller technology products that are used in a broad range of industrial and infrastructure applications. The engineered components segment, the combined former seating and components segments, designs, engineers, and manufactures seating, safety and filtration products used in heavy industry (construction, agriculture, and material handling), turf care, power sports, rail and general industrial applications. The fiber solutions segment, formerly the acoustics segment, manufactured technical, non-woven fiber-based acoustical, thermal, and structural products serving automotive and other end markets. During the third quarter of 2019, the Company determined that the North American fiber solutions business met the criteria to be classified as a discontinued operation. As a result, the Company's prior period results of operations, financial position and notes to financial statements have been recast to be presented on a continuing operations basis, except where noted. The assets and liabilities of the North American fiber solutions business have been presented as held for sale for periods prior to the sale. On August 30, 2019, the Company completed the divestiture of its North American fiber solutions business. On August 12, 2019, the Company announced that its Board of Directors has engaged an advisor to explore strategic alternatives, including a potential sale of the Company. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2018 and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1, and the fourth quarter, which ends on December 31. For 2019, the Company’s fiscal quarters are comprised of the three months ending March 29, June 28, September 27 and December 31. In 2018, the Company’s fiscal quarters were comprised of the three months ended March 30, June 29, September 28 and December 31. In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. Recently issued accounting standards Accounting standards adopted in the current fiscal year In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). ASU 2016-02 establishes new accounting and disclosure requirements for leases. See Note 8, “Leases” for further discussion regarding the adoption of this standard. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting 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 Company adopted ASU 2017-12 effective January 1, 2019. The adoption of this guidance did not have any impact on the Company’s condensed consolidated financial statements or the related disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods 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 requirements to disclose the amounts in accumulated other comprehensive loss expected to be recognized as a component of net periodic benefit cost over the next fiscal year and the impact that a 1% increase or decrease in the medical trend rate would have on the accumulated postretirement benefit obligation. The standard is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. As the scope of ASU 2018-14 is limited to only financial disclosure requirements, the standard will not have an impact on the Company’s condensed consolidated financial statements. The Company is currently assessing the impact that this standard will have on the employee benefit plan disclosures within the notes to the annual consolidated financial statements, as well as the planned timing of adoption. |
Revision of Previously Reported
Revision of Previously Reported Financial Information | 9 Months Ended |
Sep. 27, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Previously Reported Financial Information | 2. Revision of Previously Reported Financial Information During the first quarter of 2019, the Company identified an error in the income tax provision and deferred income taxes as of and for the year ended December 31, 2018. As a result of this error, the Company restated its consolidated financial statements as of and for the year ended December 31, 2018 on Form 10-K/A. See the Form 10-K/A for additional details regarding the error. As a result of this error, the Company’s previously reported tax provision for the three and nine months ended September 28, 2018 was overstated by $1.1 million and $1.5 million, respectively, within the condensed consolidated statement of operations. While the impact of this error is not material to the previously reported quarterly interim periods, the Company has revised its condensed consolidated financial statements for the three and nine months ended September 28, 2018 included herein to reflect the correction of this error. Amounts throughout the condensed consolidated financial statements and notes thereto have been adjusted to incorporate the revised amounts, where applicable. The impact of the required correction to the condensed consolidated statement of operations and comprehensive (loss) income were as follows: Three Months Ended September 28, 2018 As Reported (1) Adjustments As Revised Tax benefit $ (381) $ (1,054) $ (1,435) Net loss from continuing operations $ (5,338) $ 1,054 $ (4,284) Net loss $ (5,512) $ 1,054 $ (4,458) Net loss allocable to common shareholders of Jason Industries $ (6,293) $ 1,054 $ (5,239) Net loss per share allocable to common shareholders of Jason Industries: Basic and diluted from continuing operations $ (0.22) $ 0.04 $ (0.18) Comprehensive loss $ (6,202) 1,054 $ (5,148) Nine Months Ended September 28, 2018 As Reported (1) Adjustments As Revised Tax benefit $ (1,306) $ (1,467) $ (2,773) Net loss from continuing operations $ (11,005) $ 1,467 $ (9,538) Net loss $ (6,918) $ 1,467 $ (5,451) Net loss allocable to common shareholders of Jason Industries $ (10,192) $ 1,467 $ (8,725) Net loss per share allocable to common shareholders of Jason Industries: Basic and diluted from continuing operations $ (0.52) $ 0.06 (0.46) Comprehensive loss $ (8,183) 1,467 $ (6,716) (1) The previously reported balances have been adjusted to conform to results from continuing operations due to the sale of the former North American fiber solutions business. Refer to Note 3, “Discontinued Operations” for further discussion on the transaction completed in the third quarter of 2019. The above corrections did not impact total net cash provided by (used in) operating, investing or financing activities within the condensed consolidated statements of cash flows for any previous period. Other than the adjustments to net loss for the three and nine months ended September 28, 2018, as described above, which impacted recorded retained deficit and total shareholders ’ deficit, there were no other impacts to the condensed consolidated statement of shareholders ’ (deficit) equity. There was no impact to the Company ’ s previously reported “segment” Adjusted EBITDA for the three and nine months ended September 28, 2018. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 27, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On August 30, 2019, the Company completed the sale of its North American fiber solutions business to ACR II Motus Integrated Technologies Cooperatief U.A., Motus Pivot MX Holding B.V, Motus Pivot Holding B.V. and Motus Pivot Inc. (collectively, the “Motus Group”), pursuant to an agreement dated as of August 11, 2019, by and between two subsidiaries of the Company and the Motus Group (the “Sale Agreement”), for a purchase price of $85.0 million, subject to certain adjustments as set forth in the Sale Agreement (the “Transaction”). The purchase price was reduced by $5 million due to the outcome of certain commercial activities for which the measurement period ended on October 31, 2019. The purchase price is also subject to a net working capital adjustment to be settled within 110 days of the closing date. The following table summarizes the cash received from the sale of the North American fiber solutions business before transaction costs, income taxes and certain retained liabilities: Base purchase price $ 85,000 Less: contingent purchase price not earned (5,000) Less: debt and pension liabilities assumed by the Motus Group (2,206) Plus: preliminary working capital surplus 5 Plus: excess cash at closing 1,394 Adjusted purchase price 79,193 Less: cash divested (3,894) Less: consideration held in escrow and closing balance sheet adjustments (278) Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer $ 75,021 Total divestiture-related costs for the sale of the North American fiber solutions business were $5.2 million, of which $0.5 million is non-cash share-based compensation expense. Of the remaining cash transaction expenses, $3.4 million has been paid as of September 27, 2019. Of the divestiture-related costs, $3.0 million were deemed to be direct costs of the sale and were included as a component of the loss on divestiture within net loss from discontinued operations. The remaining costs related to retention agreements with key personnel and other professional related costs which are included within selling and administrative expenses and termination benefits with the former general manager of the business which are included within restructuring, both within net loss from discontinued operations. The divestiture reduced the Company’s automotive market exposure, increased its liquidity, and simplified its portfolio of businesses. In addition, the simplified portfolio will allow the Company to invest in and focus on margin expansion and growth in the engineered components and industrial segments. The Company determined that the North American fiber solutions business met the criteria to be classified as a discontinued operation. As a result, the historical results of the North American fiber solutions business are reflected in the Company’s condensed consolidated financial statements as a discontinued operation and the assets and liabilities of the North American fiber solutions business have been retrospectively reclassified as assets and liabilities held for sale. The following table summarizes the results of the North American fiber solutions business reclassified as discontinued operations for both the three and nine months ended September 27, 2019 and September 28, 2018. As the North American fiber solutions business sale occurred on August 30, 2019, there are only two months of North American fiber solutions business results included in the three months ended September 27, 2019 and only eight months of North American fiber solutions business results included in the nine months ended September 27, 2019. Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Net sales $ 21,280 $ 38,266 $ 90,516 $ 125,533 Cost of goods sold 18,456 32,256 77,781 104,207 Gross profit 2,824 6,010 12,735 21,326 Selling and administrative expenses 3,781 4,345 11,538 13,209 (Gain) loss on disposals of property, plant and equipment - net (8) (3) (4) 60 Restructuring 735 887 1,003 2,006 (Loss) income from operations (1,684) 781 198 6,051 Interest expense (12) (22) (47) (69) Loss on divestiture (1,912) — (2,492) — Other income (loss) - net 16 — (10) — (Loss) income before income taxes (3,592) 759 (2,351) 5,982 Tax (benefit) provision (471) 933 1,779 1,895 Net (loss) income from discontinued operations, net of tax $ (3,121) $ (174) $ (4,130) $ 4,087 The following table summarizes the major classes of assets and liabilities of the North American fiber solutions business classified as held for sale as of December 31, 2018. December 31, 2018 Assets Current assets Cash and cash equivalents $ 11,712 Accounts receivable - net 19,234 Inventories - net 8,120 Other current assets 6,615 Total current assets held for sale 45,681 Property, plant and equipment - net 43,960 Other intangible assets - net 20,083 Other assets - net 316 Total noncurrent assets held for sale 64,359 Total assets held for sale $ 110,040 Liabilities Current liabilities Current portion of long-term debt $ 857 Accounts payable 12,166 Accrued compensation and employee benefits 2,298 Other current liabilities 3,358 Total current liabilities held for sale 18,679 Long-term debt 1,143 Deferred income taxes 112 Other long-term liabilities 1,042 Total noncurrent liabilities held for sale 2,297 Total liabilities held for sale $ 20,976 The current portion of long-term debt and long-term debt which were assumed by the Buyer with the divestiture relates to foreign debt previously held in Mexico. The following table summarizes significant cash flow disclosures for the North American fiber solutions business for the nine months ended September 27, 2019 and September 28, 2018. Nine Months Ended September 27, 2019 September 28, 2018 Depreciation $ 5,123 $ 6,544 Amortization of intangible assets $ 1,094 $ 1,415 Non-cash operating lease expense $ 1,577 $ — Payments for property, plant and equipment $ (1,547) $ (3,265) Non-cash impact of business divestitures and dissolutions $ (192) $ — Debt and pension liability assumed by buyer with divestiture $ 2,206 $ — |
Acquisition
Acquisition | 9 Months Ended |
Sep. 27, 2019 | |
Business Combinations [Abstract] | |
Acquisition | 4. Acquisition On April 1, 2019, the Company acquired all of the outstanding shares of Schaffner Manufacturing Company, Inc. (“Schaffner”). Schaffner is a North American manufacturer of high-quality polishing and finishing products. These products are manufactured and distributed by the industrial segment. Through the acquisition of Schaffner, the Company expanded its polishing product line offerings within North America. Upon finalization of working capital adjustments and other settlement items, the purchase price was $11.0 million, net of $0.2 million of cash acquired, all of which has been paid as of September 27, 2019. The related purchase agreement includes customary representations, warranties and covenants between the named parties. The acquisition was accounted for as a business combination. The operating results and cash flows of Schaffner are included in the Company’s condensed consolidated financial statements from April 1, 2019, the date of the acquisition. The Company has recorded a preliminary allocation of the purchase price for tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the April 1, 2019 acquisition date. The preliminary purchase price allocation is as follows: Preliminary Purchase Price Allocation Accounts receivable $ 2,415 Inventories 3,334 Other current assets 18 Property, plant and equipment 2,299 Right-of-use operating lease assets 222 Goodwill 2,078 Other intangible assets 2,670 Current liabilities (1,911) Other long-term liabilities (125) Total purchase price $ 11,000 The preliminary purchase price allocation resulted in goodwill of $2.1 million in the industrial segment, all of which is deductible for tax purposes. Goodwill generated from Schaffner is primarily attributable to expected synergies from leveraging the industrial segment’s global distribution and sales network and cross-selling of Schaffner’s product portfolio to the industrial segment’s customer base. The preliminary allocation of the purchase price is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to adjustments to reflect the final valuations. The preliminary values allocated to other intangible assets - net and the weighted average useful lives are as follows: Gross Carrying Amount Weighted Average Useful Life (years) Customer relationships $ 1,750 10 Trademarks 400 1 Non-compete agreements 520 5 $ 2,670 The Company recognized $0.4 million of acquisition-related transaction costs that were expensed in the nine months ended September 27, 2019. These costs are included in the consolidated statements of operations as “Selling and administrative expenses”. During the three and nine months ended September 27, 2019, $4.4 million and $9.7 million of net sales from Schaffner were included in the Company’s consolidated statements of operations, respectively. Pro forma historical results of operations related to the acquisition of Schaffner have not been presented as they are not material to the Company’s condensed consolidated statements of operations. |
Net Sales
Net Sales | 9 Months Ended |
Sep. 27, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | 5. Net Sales The industrial segment operates principally as a provider of industrial brushes, polishing buffs and compounds, abrasives and roller technology products that are used in a broad range of industrial and infrastructure applications. The Company typically sells products within this business 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 industrial segment, 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 industrial net sales for both the three and nine months ended September 27, 2019 and September 28, 2018. The engineered components segment operates principally as a seating and component supplier to Original Equipment Manufacturers (“OEM”) within the lawn and turf care, agriculture, construction, material handling, power sports, rail and general industrial markets. The Company sells products within this business under both purchase orders and contracts for custom products primarily through the direct to customer sales channel. The Company transfers control and recognizes net sales at a point in time upon shipment to the customer under these contracts. The Company disaggregates net sales by geography based on the country of origin of the final sale with the external customer. In certain cases the products may be manufactured in other countries at facilities within the Company’s global network. The following table summarizes net sales disaggregated by geography and reportable segment: Three Months Ended September 27, 2019 Three Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 19,175 $ 36,660 $ 55,835 $ 16,868 $ 54,899 $ 71,767 Europe 26,327 — 26,327 30,749 1,114 31,863 Mexico 2,315 — 2,315 2,453 — 2,453 Other 1,042 91 1,133 946 — 946 Total $ 48,859 $ 36,751 $ 85,610 $ 51,016 $ 56,013 $ 107,029 Nine Months Ended September 27, 2019 Nine Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 58,736 $ 142,801 $ 201,537 $ 52,649 $ 190,247 $ 242,896 Europe 84,744 — 84,744 98,304 4,745 103,049 Mexico 7,065 — 7,065 6,523 — 6,523 Other 3,044 264 3,308 2,972 — 2,972 Total $ 153,589 $ 143,065 $ 296,654 $ 160,448 $ 194,992 $ 355,440 The Company disaggregates net sales by sales channel as either direct or distribution net sales. Direct net sales are defined as net sales ordered by and sold directly to the end customer without the involvement of a third party. For our OEM customers, direct sales include certain spare parts and accessories which are intended for resale to end consumers. Distribution net sales are defined as net sales ordered by and sold to a third party that intends to resell the products to the end consumer. The following table summarizes net sales disaggregated by sales channel and reportable segment: Three Months Ended September 27, 2019 Three Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total Direct $ 28,312 $ 35,110 $ 63,422 $ 27,175 $ 53,762 $ 80,937 Distribution 20,547 1,641 22,188 23,841 2,251 26,092 Total $ 48,859 $ 36,751 $ 85,610 $ 51,016 $ 56,013 $ 107,029 Nine Months Ended September 27, 2019 Nine Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total Direct $ 86,071 $ 137,754 $ 223,825 $ 87,387 $ 189,416 $ 276,803 Distribution 67,518 5,311 72,829 73,061 5,576 78,637 Total $ 153,589 $ 143,065 $ 296,654 $ 160,448 $ 194,992 $ 355,440 |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Sep. 27, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 6. 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 fiscal 2016, 2017, 2018 and the six months ended June 28, 2019 and were considered substantially complete as of June 28, 2019. As the 2016 program was deemed to be complete for identification of new actions as of December 31, 2018, all costs incurred during 2019 under the program related to completion of actions previously identified prior to closure of the program. In 2019, additional restructuring initiatives were identified across the business segments, and the Company anticipates continuing to identify future actions including 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. As these are not part of the 2016 program, such costs are presented separately below in “Other Restructuring Actions.” Restructuring costs are presented separately on the condensed consolidated statements of operations. 2016 Program The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The other costs incurred under the 2016 program for the nine months ended September 27, 2019 primarily include charges related to the closure of a U.K. plant within the engineered components segment. The other costs incurred under the 2016 program for the nine months ended September 28, 2018 primarily include charges related to the consolidation of two U.S. plants within the engineered components segment. The Company did not incur any costs under the 2016 program during the three months ended September 27, 2019. The 2016 program is considered complete and no additional costs are expected to be incurred for the remainder of 2019. 2016 Program Industrial Engineered Components Corporate Total Restructuring charges - nine months ended September 27, 2019: Severance costs $ (35) $ 31 $ 164 $ 160 Lease termination costs (1) — — — — Other costs 40 1,356 — 1,396 Total $ 5 $ 1,387 $ 164 $ 1,556 Restructuring charges - three months ended September 28, 2018: Severance costs $ (7) $ 81 $ — $ 74 Lease termination costs (1) (25) — — (25) Other costs 219 30 — 249 Total $ 187 $ 111 $ — $ 298 Restructuring charges - nine months ended September 28, 2018: Severance costs $ 12 $ 389 $ — $ 401 Lease termination costs (1) 10 — — 10 Other costs 94 740 — 834 Total $ 116 $ 1,129 $ — $ 1,245 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 completion in June 2019. 2016 Program Industrial Engineered Components Corporate Total Cumulative restructuring charges - period ended September 27, 2019: Severance costs $ 4,744 $ 973 $ 752 $ 6,469 Lease termination costs (1) 428 — — 428 Other costs 2,443 4,023 — 6,466 Total $ 7,615 $ 4,996 $ 752 $ 13,363 The following table represents the restructuring liabilities under the 2016 program: Severance Lease termination costs (1) Other costs Total Balance - December 31, 2018 $ 457 $ — $ 24 $ 481 Current period restructuring charges 160 — 1,396 1,556 Cash payments (615) — (1,416) (2,031) Foreign currency translation adjustments (2) — (4) (6) Balance - September 27, 2019 $ — $ — $ — $ — Severance Lease termination costs (1) Other costs Total Balance - December 31, 2017 $ 907 $ 76 $ 904 $ 1,887 Current period restructuring charges 401 10 834 1,245 Cash payments (815) (70) (1,426) (2,311) Foreign currency translations adjustments (35) (2) (42) (79) Balance - September 28, 2018 $ 458 $ 14 $ 270 $ 742 (1) Commencing on January 1, 2019, the Company recognizes lease termination costs in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) which addresses termination costs related to both financing and operating lease obligations. Prior to January 1, 2019, the Company recognized such costs in accordance with ASC 420, “Exit and Disposal Cost Obligations” related to operating leases. Prior period results continue to be reported under the accounting standards in effect for those periods. At December 31, 2018, the restructuring liabilities related to the 2016 program severance costs were classified as accrued compensation and employee benefits and the other costs were classified as other current liabilities on the condensed consolidated balance sheets. At December 31, 2018, the accrual for other costs primarily relates to the consolidation of two U.S. plants within the engineered components segment. Other Restructuring Actions The following table presents the restructuring costs recognized by the Company for other restructuring actions by reportable segment. Based on the actions identified to date, the Company expects to incur other restructuring costs of approximately $1.2 million. During the three and nine months ended September 27, 2019, other costs included costs to consolidate a Schaffner facility in the industrial segment and costs to vacate a distribution facility in the engineered components segment. Other Restructuring Actions Industrial Engineered Components Corporate Total Restructuring charges - three months ended September 27, 2019: Severance costs $ 439 $ 25 $ — $ 464 Other costs 360 453 — 813 Total $ 799 $ 478 $ — $ 1,277 Restructuring charges - nine months ended September 27, 2019: Severance costs $ 1,374 $ 25 $ — $ 1,399 Other costs 363 477 — 840 Total $ 1,737 $ 502 $ — $ 2,239 The following table represents the restructuring liabilities: Severance Other costs Total Balance - December 31, 2018 $ — $ — $ — Current period restructuring charges 1,399 840 2,239 Cash payments (633) (839) (1,472) Foreign currency translation adjustments (20) — (20) Balance - September 27, 2019 $ 746 $ 1 $ 747 At September 27, 2019, the restructuring liabilities for severance costs were classified as accrued compensation and employee benefits on the condensed consolidated balance sheet. |
Inventories
Inventories | 9 Months Ended |
Sep. 27, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories consisted of the following: September 27, 2019 December 31, 2018 Raw material $ 28,254 $ 27,187 Work-in-process 2,477 2,542 Finished goods 24,704 25,898 Total inventories $ 55,435 $ 55,627 |
Leases
Leases | 9 Months Ended |
Sep. 27, 2019 | |
Leases [Abstract] | |
Leases | 8. Leases Adoption of ASU 2016-02, “Leases (Topic 842)” On January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)” and all related amendments using the modified retrospective method with no adjustments to comparative prior periods. The Company also elected certain practical expedients that allowed the Company to (1) recognize a cumulative-effect adjustment to the opening balance of retained earnings; (2) forgo reassessment of its prior conclusions on (a) whether an expired or existing contract contains a lease, (b) the lease classification of expired or existing leases, and (c) whether any costs incurred for expired or existing leases qualified as initial direct costs; and (3) use an accounting policy election by class of underlying asset to choose whether or not to separate non-lease components from lease components. Subsequent to the date of adoption, the Company recognizes and measures new or modified leases in accordance with ASC 842. Prior to January 1, 2019, the Company recognized and measured leases in accordance with ASC 840, “Leases” and prior period results continue to be reported under the accounting standards in effect for those periods. Under the modified retrospective approach for the adoption of ASC 842, the adoption resulted in the recording of a right-of-use (“ROU”) asset of $28.4 million and a lease liability of $30.9 million within the condensed consolidated balance sheet on January 1, 2019. The difference between the ROU asset and lease liability on the date of adoption relates to the reclassification of $2.3 million of certain previously recorded deferred rent balances to the ROU asset. In addition, in accordance with the implementation guidance of ASU 2016-02, on January 1, 2019 the Company recorded the cumulative impact of adopting the new standard on the condensed consolidated financial statements in which the Company recorded a deferred gain within other long-term liabilities of $1.0 million, $0.8 million net of tax, to retained deficit related to a previous sale leaseback of its Libertyville, Illinois facility. Finance and Operating Lease Obligations The Company’s lease portfolio includes both real estate and non-real estate type leases which are accounted for as either finance or operating leases. Real estate leases generally include office, warehouse and manufacturing facilities and non-real estate leases generally include office equipment, manufacturing machinery, vehicles and other transportation equipment. The Company’s leases have remaining lease terms of less than 1 year to 13 years. Many of the leases include provisions that enable the Company to renew the lease, and a number of leases are subject to various escalation clauses. Renewal options that are deemed reasonably certain are included as part of the lease term for purposes of calculating the ROU asset and lease liability. Operating lease ROU assets and lease liabilities are recorded on the balance sheet on the date the Company takes possession of the leased assets with expense recognized on a straight-line basis over the lease term. Leases with an estimated total term of 12 months or less are not recorded on the balance sheet and the lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. The Company determines if an arrangement is a lease at inception. The Company will only reassess the lease classification when modifications or changes to key terms are made to a lease agreement. Generally, the Company’s real estate type leases contain both lease components and non-lease components. Non-lease components of real estate type leases are excluded from the calculation of the ROU asset and lease liability and are excluded from lease expense. For the Company’s non-real estate type leases, non-lease components are included in the calculation of the ROU asset and lease liability and included in lease expense over the term of the lease. The Company uses a discount rate to calculate the ROU asset and lease liability. When the implicit rate is known or provided in the lease documents, the Company is required to use this rate as the discount rate. In cases in which the implicit rate is not known, the Company uses an estimated incremental borrowing rate based upon the sovereign treasury rate for the currency in which the lease liability is denominated on the date the Company takes possession of the leased asset adjusted for various factors, such as term and an internal credit spread. The Company’s components of lease expense was as follows: Three Months Ended Nine Months Ended September 27, 2019 September 27, 2019 Finance lease expense: Depreciation of right-of-use assets $ 36 $ 82 Interest on lease liabilities 11 32 Operating lease expense 1,876 5,745 Other lease expense 20 (23) Total $ 1,943 $ 5,836 Based on the nature of the ROU asset, depreciation of finance right-of-use assets, operating lease expense and other lease expense are recorded within either cost of goods sold or selling and administrative expenses while interest on finance lease liabilities is recorded within interest expense on the condensed consolidated statements of operations. Other lease expense includes lease expense for leases with an estimated total term of 12 months or less and variable lease expense related to variations in lease payments as a result of a change in factors or circumstances occurring after the lease possession date. The Company’s balance sheet information related to leases was as follows: September 27, 2019 Finance Leases Property, plant and equipment - net $ 443 Current portion of long-term debt $ 442 Long-term debt 277 Total finance lease liabilities $ 719 Operating Leases Right-of-use operating lease assets $ 28,585 Current portion of operating lease liabilities $ 5,469 Long-term operating lease liabilities 25,567 Total operating lease liabilities $ 31,036 Other information related to the Company’s leases was as follows: September 27, 2019 Weighted-average remaining lease term (in years) Finance leases 3.79 Operating leases 9.88 Weighted-average discount rate Finance leases 6.9 % Operating leases 7.1 % Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 27, 2019 are as follows: Continuing Operations Discontinued Operations Total Operating cash flows from finance leases $ 26 $ 3 $ 29 Operating cash flows from operating leases $ 5,977 $ 2,310 $ 8,287 Financing cash flows from finance leases $ 238 $ 8 $ 246 Future minimum lease payments required under finance and operating leases for each of the 12-month rolling periods below in effect at September 27, 2019 are as follows: Finance Leases Operating Leases October 2019 to September 2020 $ 475 $ 7,397 October 2020 to September 2021 101 5,823 October 2021 to September 2022 85 4,406 October 2022 to September 2023 71 3,637 October 2023 to September 2024 47 3,270 Thereafter — 16,803 Total future undiscounted lease payments 779 41,336 Less: imputed interest (60) (10,300) Total lease obligations $ 719 $ 31,036 As of September 27, 2019, the operating leases that the Company signed but have not yet commenced are immaterial. Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 7,403 2020 5,868 2021 4,519 2022 3,515 2023 3,015 Thereafter 16,324 $ 40,644 Total rental expense under operating leases was $7.6 million and $7.9 million for the years ended December 31, 2018 and December 31, 2017, respectively. |
Leases | 8. Leases Adoption of ASU 2016-02, “Leases (Topic 842)” On January 1, 2019, the Company adopted ASU 2016-02, “Leases (Topic 842)” and all related amendments using the modified retrospective method with no adjustments to comparative prior periods. The Company also elected certain practical expedients that allowed the Company to (1) recognize a cumulative-effect adjustment to the opening balance of retained earnings; (2) forgo reassessment of its prior conclusions on (a) whether an expired or existing contract contains a lease, (b) the lease classification of expired or existing leases, and (c) whether any costs incurred for expired or existing leases qualified as initial direct costs; and (3) use an accounting policy election by class of underlying asset to choose whether or not to separate non-lease components from lease components. Subsequent to the date of adoption, the Company recognizes and measures new or modified leases in accordance with ASC 842. Prior to January 1, 2019, the Company recognized and measured leases in accordance with ASC 840, “Leases” and prior period results continue to be reported under the accounting standards in effect for those periods. Under the modified retrospective approach for the adoption of ASC 842, the adoption resulted in the recording of a right-of-use (“ROU”) asset of $28.4 million and a lease liability of $30.9 million within the condensed consolidated balance sheet on January 1, 2019. The difference between the ROU asset and lease liability on the date of adoption relates to the reclassification of $2.3 million of certain previously recorded deferred rent balances to the ROU asset. In addition, in accordance with the implementation guidance of ASU 2016-02, on January 1, 2019 the Company recorded the cumulative impact of adopting the new standard on the condensed consolidated financial statements in which the Company recorded a deferred gain within other long-term liabilities of $1.0 million, $0.8 million net of tax, to retained deficit related to a previous sale leaseback of its Libertyville, Illinois facility. Finance and Operating Lease Obligations The Company’s lease portfolio includes both real estate and non-real estate type leases which are accounted for as either finance or operating leases. Real estate leases generally include office, warehouse and manufacturing facilities and non-real estate leases generally include office equipment, manufacturing machinery, vehicles and other transportation equipment. The Company’s leases have remaining lease terms of less than 1 year to 13 years. Many of the leases include provisions that enable the Company to renew the lease, and a number of leases are subject to various escalation clauses. Renewal options that are deemed reasonably certain are included as part of the lease term for purposes of calculating the ROU asset and lease liability. Operating lease ROU assets and lease liabilities are recorded on the balance sheet on the date the Company takes possession of the leased assets with expense recognized on a straight-line basis over the lease term. Leases with an estimated total term of 12 months or less are not recorded on the balance sheet and the lease expense is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants. The Company determines if an arrangement is a lease at inception. The Company will only reassess the lease classification when modifications or changes to key terms are made to a lease agreement. Generally, the Company’s real estate type leases contain both lease components and non-lease components. Non-lease components of real estate type leases are excluded from the calculation of the ROU asset and lease liability and are excluded from lease expense. For the Company’s non-real estate type leases, non-lease components are included in the calculation of the ROU asset and lease liability and included in lease expense over the term of the lease. The Company uses a discount rate to calculate the ROU asset and lease liability. When the implicit rate is known or provided in the lease documents, the Company is required to use this rate as the discount rate. In cases in which the implicit rate is not known, the Company uses an estimated incremental borrowing rate based upon the sovereign treasury rate for the currency in which the lease liability is denominated on the date the Company takes possession of the leased asset adjusted for various factors, such as term and an internal credit spread. The Company’s components of lease expense was as follows: Three Months Ended Nine Months Ended September 27, 2019 September 27, 2019 Finance lease expense: Depreciation of right-of-use assets $ 36 $ 82 Interest on lease liabilities 11 32 Operating lease expense 1,876 5,745 Other lease expense 20 (23) Total $ 1,943 $ 5,836 Based on the nature of the ROU asset, depreciation of finance right-of-use assets, operating lease expense and other lease expense are recorded within either cost of goods sold or selling and administrative expenses while interest on finance lease liabilities is recorded within interest expense on the condensed consolidated statements of operations. Other lease expense includes lease expense for leases with an estimated total term of 12 months or less and variable lease expense related to variations in lease payments as a result of a change in factors or circumstances occurring after the lease possession date. The Company’s balance sheet information related to leases was as follows: September 27, 2019 Finance Leases Property, plant and equipment - net $ 443 Current portion of long-term debt $ 442 Long-term debt 277 Total finance lease liabilities $ 719 Operating Leases Right-of-use operating lease assets $ 28,585 Current portion of operating lease liabilities $ 5,469 Long-term operating lease liabilities 25,567 Total operating lease liabilities $ 31,036 Other information related to the Company’s leases was as follows: September 27, 2019 Weighted-average remaining lease term (in years) Finance leases 3.79 Operating leases 9.88 Weighted-average discount rate Finance leases 6.9 % Operating leases 7.1 % Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 27, 2019 are as follows: Continuing Operations Discontinued Operations Total Operating cash flows from finance leases $ 26 $ 3 $ 29 Operating cash flows from operating leases $ 5,977 $ 2,310 $ 8,287 Financing cash flows from finance leases $ 238 $ 8 $ 246 Future minimum lease payments required under finance and operating leases for each of the 12-month rolling periods below in effect at September 27, 2019 are as follows: Finance Leases Operating Leases October 2019 to September 2020 $ 475 $ 7,397 October 2020 to September 2021 101 5,823 October 2021 to September 2022 85 4,406 October 2022 to September 2023 71 3,637 October 2023 to September 2024 47 3,270 Thereafter — 16,803 Total future undiscounted lease payments 779 41,336 Less: imputed interest (60) (10,300) Total lease obligations $ 719 $ 31,036 As of September 27, 2019, the operating leases that the Company signed but have not yet commenced are immaterial. Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 7,403 2020 5,868 2021 4,519 2022 3,515 2023 3,015 Thereafter 16,324 $ 40,644 Total rental expense under operating leases was $7.6 million and $7.9 million for the years ended December 31, 2018 and December 31, 2017, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 27, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 9. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, all of which is within the Company’s industrial segment, was as follows: Balance as of December 31, 2018 $ 44,065 Foreign currency impact (1,032) Acquisitions (1) 2,078 Balance as of September 27, 2019 $ 45,111 (1) Refer to Note 4, “Acquisition” for further discussion on the acquisition completed in the second quarter of 2019. The Company’s other intangible assets - net consisted of the following: September 27, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Patents $ 2,061 $ (1,278) $ 783 $ 2,038 $ (1,018) $ 1,020 Customer relationships 76,920 (30,978) 45,942 90,825 (26,220) 64,605 Trademarks and other intangibles 37,298 (14,019) 23,279 42,544 (11,723) 30,821 Total other intangible assets - net $ 116,279 $ (46,275) $ 70,004 $ 135,407 $ (38,961) $ 96,446 Long-lived assets, including amortizable intangible assets, are evaluated for potential impairment whenever events or circumstances indicate that carrying value may not be recoverable. During the third quarter of 2019, a triggering event was identified due to sustained sales and profitability declines within a business in the engineered components segment, which resulted in the Company performing an analysis to assess long-lived assets of the asset group for impairment. The estimated fair value of the long-lived assets was determined using a probability weighted approach using both discounted cash flow projections based on future financial performance and a market approach. The fair value determination is categorized as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs. As a result of this analysis, non-cash impairment charges of $14.9 million and $5.7 million were recorded for customer relationship and trademark intangible assets, respectively, in the engineered components segment during the third quarter of 2019. These intangible asset impairment charges are recorded as impairment charges in the condensed consolidated statements of operations and as a reduction of the gross carrying amount of the other intangible assets - net in the condensed consolidated balance sheets. Amortization of intangible assets was $2.6 million and $2.5 million for the three months ended September 27, 2019 and September 28, 2018, respectively. Amortization of intangible assets was $7.6 million and $9.9 million for the nine months ended September 27, 2019 and September 28, 2018, respectively. Included within amortization expense for the nine months ended September 28, 2018, was $2.3 million of accelerated amortization expense in the engineered components segment related to the exit from non-core product lines for smart utility meter subassemblies in 2018. Included within the table below is the impact of amortization resulting from the Schaffner acquisition on April 1, 2019. Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for the current full fiscal year and each of the four subsequent fiscal years and thereafter to be the following: 2019 $ 9,830 2020 8,185 2021 7,943 2022 7,770 2023 7,761 Thereafter 37,031 $ 78,520 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 9 Months Ended |
Sep. 27, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 10. Debt and Hedging Instruments The Company’s debt consisted of the following: September 27, 2019 December 31, 2018 First Lien Term Loans $ 290,215 $ 292,540 Second Lien Term Loans 89,887 89,887 Debt discount on Term Loans (1,982) (2,669) Deferred financing costs on Term Loans (2,928) (4,052) Foreign debt 14,015 15,469 Finance lease obligations and other debt (1) 732 613 Total debt 389,939 391,788 Less: Current portion (1) (5,769) (5,687) Total Long-Term Debt $ 384,170 $ 386,101 (1) Subsequent to January 1, 2019, the Company recognizes and measures new or modified leases in accordance with ASC 842. Prior to January 1, 2019, the Company recognized and measured leases in accordance with ASC 840, “Leases” and prior period results continue to be reported under the accounting standards in effect for those periods. See Note 8, “Leases” for further information. Senior Secured Credit Facilities As of September 27, 2019, the Company’s U.S. credit facility (the “Senior Secured Credit Facilities”) included (i) term loans in an aggregate principal amount of $310.0 million (“First Lien Term Loans”) maturing June 30, 2021, of which $290.2 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 $25.5 million (“Revolving Credit Facility”) maturing December 31, 2020. During the second quarter of 2019, the Company amended its Revolving Credit Facility to extend the maturity date to December 31, 2020. The amendment reduced the borrowing capacity from $30.0 million to $25.5 million. In connection with the amendment, the Company paid deferred financing costs of $0.3 million which have been recorded within other assets - net within the condensed consolidated balance sheets. The principal amount of the First Lien Term Loans amortizes in quarterly installments equal to $0.8 million, with the balance payable at maturity. At the Company’s election, the interest rate per annum applicable to the loans under the Senior Secured Credit Facilities is based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the administrative agent’s prime rate, (b) the federal funds effective rate plus 0.50% or (c) the Eurocurrency rate applicable for an interest period of one month plus 1.00%, plus an applicable margin equal to (x) 3.50% in the case of the First Lien Term Loans, (y) 2.25% in the case of the Revolving Credit Facility or (z) 7.00% in the case of the Second Lien Term Loans or (ii) a Eurocurrency rate determined by reference to the London Interbank Offered Rate (“LIBOR”), adjusted for statutory reserve requirements, plus an applicable margin equal to (x) 4.50% in the case of the First Lien Term Loans, (y) 3.25% in the case of the Revolving Credit Facility or (z) 8.00% in the case of the Second Lien Term Loans. Borrowings are subject to a floor of 1.00% in the case of Eurocurrency loans. The applicable margin for loans under the Revolving Credit Facility may be subject to adjustment based upon Jason Incorporated’s (an indirect wholly-owned subsidiary of the Company) consolidated first lien net leverage ratio. At September 27, 2019, the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 6.8% and 10.3%, respectively. Under the Revolving Credit Facility, if the aggregate outstanding amount of all Revolving Loans, swingline loans and certain letter of credit obligations (letters of credit in excess of $5.0 million) exceeds $10.0 million at the end of any fiscal quarter, Jason Incorporated and its Restricted Subsidiaries (as defined in the Senior Secured Credit Facilities) 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 a decrease to 4.00 to 1.00 on June 26, 2020 and thereafter. If such outstanding amounts do not exceed $10.0 million at the end of any fiscal quarter, no financial covenants are applicable. The consolidated first lien net leverage ratio at September 27, 2019 was 6.62 to 1.00; therefore, borrowings under the Revolving Credit Facility is limited to a total of $10.0 million, which includes letters of credit in excess of $5.0 million. At September 27, 2019, the Company had letters of credit outstanding of $4.7 million and had no outstanding borrowings under the Revolving Credit Facility. Under the Senior Secured Credit Facilities, the Company is subject to mandatory excess cash flow prepayments if certain requirements are met. At September 27, 2019 and December 31, 2018, there was no required mandatory excess cash flow prepayment required under the Senior Secured Credit Facilities. Additionally, the Company is required to make mandatory prepayments resulting from non-ordinary course sales or other dispositions of assets, subject to certain exceptions and subject to customary reinvestment provisions. In connection with the August 30, 2019 sale of the North American fiber solutions business, the Company received net cash proceeds, as defined by the Senior Secured Credit Facilities, of $63.1 million. The Company intends to reinvest these net proceeds as permitted under the terms of the Senior Secured Credit Facilities. Permitted reinvestments include capital expenditures, repairs and maintenance and permitted acquisitions, if such reinvestments occur within twelve months following receipt of such net cash proceeds or within 180 days of a contractual commitment if such a commitment is made during the twelve month period. To the extent there are net cash proceeds that are not reinvested during the aforementioned period, a mandatory prepayment of debt is required. The Senior Secured Credit Facilities contain a number of customary affirmative and negative covenants that, among other things, limit or restrict the ability of Jason Incorporated and its Restricted Subsidiaries to: incur additional indebtedness (including guarantee obligations); incur liens; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and make other payments in respect of capital stock; make acquisitions, investments, loans and advances; pay and modify the terms of certain indebtedness; engage in certain transactions with affiliates; enter into negative pledge clauses and clauses restricting subsidiary distributions; and change its line of business, in each case, subject to certain limited exceptions. To comply with these covenants, Jason Incorporated and its Restricted Subsidiaries are limited in the amount of cash that can be distributed to Jason Industries, Inc. in the form of dividends, loans or other distributions. As of September 27, 2019, this limit was $17.0 million. Foreign debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 27, 2019 December 31, 2018 Germany $ 13,481 $ 15,002 India 534 467 Total foreign debt $ 14,015 $ 15,469 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.2 million to $8.2 million and $0.1 million to $9.3 million as of September 27, 2019 and December 31, 2018, respectively. Certain of the Company’s foreign borrowings contain financial covenants requiring maintenance of a minimum equity ratio and/or maximum leverage ratio, among others. The Company was in compliance with these covenants as of September 27, 2019. The foreign debt obligations in Germany relate to term loans of $13.2 million at September 27, 2019 and $15.0 million at December 31, 2018. 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 September 27, 2019 and December 31, 2018. 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 have an expiration date of June 30, 2020. For the three months ended September 27, 2019 and September 28, 2018, the Company recognized $0.1 million and $0.1 million of interest income, respectively, related to the Swaps. For the nine months ended September 27, 2019 and September 28, 2018, the Company recognized $0.9 million and $0.1 million of interest income, respectively, related to the Swaps. Based on current interest rates, the Company expects to recognize interest expense of $0.1 million related to the Swaps in the next 12 months. The fair values of the Company’s Swaps are recorded on the condensed consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The fair value of the Swaps was a net liability of $0.1 million at September 27, 2019 and a net asset of $1.9 million at December 31, 2018, respectively. See the amounts recorded on the condensed consolidated balance sheets within the table below: September 27, 2019 December 31, 2018 Interest rate swaps: Recorded in other current assets $ — $ 1,325 Recorded in other assets - net — 542 Recorded in other current liabilities (143) — Total net (liability) asset derivatives designated as hedging instruments $ (143) $ 1,867 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 27, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 11. Share-Based Compensation In 2014, the Company’s Board of Directors approved 3,473,435 shares of common stock to be reserved and authorized for issuance under the 2014 Omnibus Incentive Plan (the “2014 Plan”) to certain executive officers, senior management employees, and members of the Board of Directors. On February 27, 2018, the Company’s Board of Directors unanimously approved an amendment to the 2014 Plan to increase the number of authorized shares of common stock by 4,000,000 shares. At September 27, 2019, there were 1,252,915 shares of common stock that remained authorized and available for future grants. The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including restricted stock units (“RSUs”) and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. Share-based compensation expense is reported in selling and administrative expenses in the Company’s condensed consolidated statements of operations. The Company recognized the following share-based compensation expense: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Restricted stock units $ 525 $ 742 $ 1,717 $ 1,252 Adjusted EBITDA vesting awards (168) 104 108 308 Share-based compensation from continuing operations 357 846 1,825 1,560 Share-based compensation from discontinued operations 581 98 784 167 Total share-based compensation expense $ 938 $ 944 $ 2,609 $ 1,727 Total income tax benefit recognized from continuing and discontinued operations $ 210 $ 234 $ 513 $ 428 Share-based compensation expense from discontinued operations during the three and nine months ended September 27, 2019 includes $0.5 million of accelerated expense for 303,030 restricted and performance share units that vested upon the sale of the North American fiber solutions business. As of September 27, 2019, total unrecognized compensation cost related to share-based compensation awards was approximately $3.4 million, which the Company expects to recognize over a weighted average period of approximately 1.6 years. In connection with the vesting of RSUs previously granted by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the nine months ended September 27, 2019 and September 28, 2018, there were 392,115 and 2,837 shares, respectively, withheld to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying condensed consolidated statements of shareholders’ (deficit) equity. The following table sets forth the restricted and performance share unit activity: Performance Share Units Restricted Stock Units Adjusted EBITDA Vesting Awards Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2018 3,150 $ 2.89 908 $ 1.30 Granted 985 $ 1.36 705 $ 1.64 Issued (1,487) $ 2.60 (50) $ 1.64 Deferred 126 $ 1.60 — $ — Forfeited (255) $ 2.77 (77) $ 1.52 Outstanding at September 27, 2019 2,519 $ 2.42 1,486 $ 1.44 Restricted Stock Units As of September 27, 2019, there was $3.2 million of unrecognized share-based compensation expense related to 2,103,937 RSU awards, with a weighted-average grant date fair value of $2.05, that are expected to vest over a weighted-average period of 1.7 years. Included within the 2,518,736 RSU awards outstanding as of September 27, 2019 are 414,799 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 $4.25. Performance Share Units Performance share unit awards based on Adjusted EBITDA performance metrics are payable at the end of their respective performance period in common stock. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of approximately three years. Adjusted EBITDA Vesting Awards - 2019 Grant In the first quarter of 2019, the Company granted performance share unit awards based on achievement of an Adjusted EBITDA performance target during a three thirty In the third quarter of 2019, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 613,000 shares, to an estimated vesting payout of 0%, or 0 shares, resulting in $0.1 million of share-based compensation income due to declines in projected profitability. As of September 27, 2019, there was no unrecognized compensation expense related to the Adjusted EBITDA based vesting performance share unit awards expected to be recognized in subsequent periods. Adjusted EBITDA Vesting Awards - 2017 Grant In the third quarter of 2017, the Company granted performance share unit awards based on achievement of an Adjusted EBITDA performance target during a three thirty In the third quarter of 2019, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 872,180 shares, to an estimated payout of 80%, or 697,744 shares, resulting in $0.1 million of share-based compensation income due to declines in profitability. As of September 27, 2019, there was $0.2 million of unrecognized share-based compensation expense related to cumulative Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 0.5 years. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 27, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 12. Earnings per Share Basic income (loss) per share is calculated by dividing net income (loss) 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 and convertible preferred stock. The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares are as follows: Three Months Ended Nine Months Ended (share amounts in thousands) September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Basic and diluted net (loss) income per share Net loss per share from continuing operations $ (1.08) $ (0.18) $ (1.82) $ (0.46) Net (loss) income per share from discontinued operations (0.11) (0.01) (0.15) 0.15 Basic and diluted net loss per share $ (1.19) $ (0.19) $ (1.97) $ (0.32) Numerator: Net loss from continuing operations $ (30,046) $ (4,284) $ (49,209) $ (9,538) Less: Accretion of dividends on preferred stock and redemption premium 845 781 2,485 3,274 Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium (30,891) (5,065) (51,694) (12,812) Net (loss) income from discontinued operations, net of tax (3,121) (174) (4,130) 4,087 Net loss allocable to common shareholders of Jason Industries $ (34,012) $ (5,239) $ (55,824) $ (8,725) Denominator: Basic and diluted weighted-average shares outstanding 28,632 27,683 28,348 27,565 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 154 13,994 9,329 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,473 3,212 3,407 3,222 Restricted stock units 2,839 3,119 2,780 2,052 Performance share units 1,573 1,305 1,374 1,309 Total 8,039 21,630 16,890 20,577 (1) Public warrants (“warrants”) consist of warrants to purchase shares of Jason Industries common stock which were previously quoted on Nasdaq under the symbol “JASNW” until their expiration on June 30, 2019. Each outstanding warrant entitled the holder to purchase one share of the Company’s common stock at a price of $12.00 per share. (2) Includes the impact of 843 additional Series A Preferred Stock shares from a stock dividend declared on August 1, 2019 to be paid in additional shares of Series A Preferred Stock on October 1, 2019. The Company included the preferred stock within the condensed consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each preferred share. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares are contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses allocable to the Company’s common shareholders for each of the periods presented, potentially dilutive shares are excluded from the diluted net loss per share calculation because they were anti-dilutive under the treasury stock method, in accordance with ASC 260. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes At the end of each three month period, the Company estimates a base effective tax rate expected for the full year based on the most recent forecast of its pre-tax income (loss), permanent book and tax differences, and global tax planning strategies. The Company uses this base rate to provide for income taxes on a year-to-date basis, excluding the effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their related tax effects. The Company records the tax effect of significant, unusual, discrete or extraordinary items, and items that are reported net of their tax effects in the period in which they occur. The effective tax rate was 13.5% and 25.1% for the three months ended September 27, 2019 and September 28, 2018, respectively. The effective tax rate was 9.9% and 22.5% for the nine months ended September 27, 2019 and September 28, 2018, respectively. The effective income tax rate for both 2019 and 2018 reflects the amount of taxable income or loss at the U.S. Federal statutory rate, taxable earnings or losses derived in foreign jurisdictions with tax rates that differ from the U.S. Federal statutory rate, the impact of the global intangible low taxed income (“GILTI”) and interest deduction limitation provisions contained in the Tax Cuts and Jobs Act (the “Tax Reform Act”), and discrete items including the impairment charge recorded in the engineered components segment for the three months ended September 27, 2019. The net discrete tax benefit was $3.3 million and $3.2 million for the three and nine months ended September 27, 2019, respectively. The net discrete tax benefit was $0.3 million and $0.9 million for the three and nine months ended September 28, 2018. The amount of gross unrecognized tax benefits was $2.3 million and $2.1 million as of September 27, 2019 and December 31, 2018, respectively, all of which would reduce the Company’s effective tax rate if recognized. In connection with the August 30, 2019 sale of the North American fiber solutions business, the Company recognized a $24.9 million taxable gain. The Company expects to use certain interest expense limitation carryovers and federal and state net operating loss carryovers to offset this gain. The Company does not expect to pay any significant U.S. taxes on the gain. As a result of the sale, the Company expects an insignificant amount of federal and state net operating loss carryforwards to be available to reduce future taxable earnings, and as a result, taxes payable in the future may be greater than they would have been in the absence of such sale. During the next twelve months, the Company believes it is reasonably possible that the total amount of unrecognized tax benefits will not change. The Company recognizes interest and penalties related to tax matters in its tax provision. The Company has an immaterial amount of accrued interest and penalties that were recorded as a component of the income tax provision as of September 27, 2019 and December 31, 2018. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 9 Months Ended |
Sep. 27, 2019 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | 14. Shareholders’ (Deficit) Equity The changes in the components of accumulated other comprehensive loss, net of taxes, for the three and nine months ended September 27, 2019 and September 28, 2018 were as follows: For the three months ended September 27, 2019: Employee retirement plan adjustments Foreign currency translation adjustments (1) Net unrealized (losses) gains on cash flow hedges Total Balance at June 28, 2019 $ (1,801) $ (23,765) $ (139) $ (25,705) Other comprehensive loss before reclassifications — (3,444) 135 (3,309) Amounts reclassified from accumulated other comprehensive loss 15 (1,112) (104) (1,201) Balance at September 27, 2019 $ (1,786) $ (28,321) $ (108) $ (30,215) For the three months ended September 28, 2018: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at June 29, 2018 $ (1,645) $ (21,190) $ 2,072 $ (20,763) Other comprehensive loss before reclassifications — (879) 288 (591) Amounts reclassified from accumulated other comprehensive loss 4 — (103) (99) Balance at September 28, 2018 $ (1,641) $ (22,069) $ 2,257 $ (21,453) For the nine months ended September 27, 2019: Employee retirement plan adjustments Foreign currency translation adjustments (1) Net unrealized (losses) gains on cash flow hedges Total Balance at December 31, 2018 $ (1,831) $ (23,151) $ 1,411 $ (23,571) Other comprehensive loss before reclassifications — (4,058) (872) (4,930) Amounts reclassified from accumulated other comprehensive loss 45 (1,112) (647) (1,714) Balance at September 27, 2019 $ (1,786) $ (28,321) $ (108) $ (30,215) For the nine months ended September 28, 2018: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at December 31, 2017 $ (1,517) $ (18,596) $ 51 $ (20,062) Cumulative impact of accounting changes (137) — 11 (126) Other comprehensive income before reclassifications — (3,473) 2,237 (1,236) Amounts reclassified from accumulated other comprehensive loss 13 — (42) (29) Balance at September 28, 2018 $ (1,641) $ (22,069) $ 2,257 $ (21,453) (1) Amounts reclassified from accumulated other comprehensive loss and included in other income - net in the condensed consolidated statements of operations for the three and nine months ended September 27, 2019 includes the reclassification to earnings of foreign currency translation gain of $0.8 million for the wind down and substantial dissolution of certain U.K. entities. Amounts reclassified from accumulated other comprehensive loss and included in net loss (income) from discontinued operations, net of tax for the three and nine months ended September 27, 2019 includes the reclassification to earnings of a foreign currency translation gain of $0.3 million from the sale of the North American fiber solutions business. Series A Preferred Stock Dividends The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the nine months ended September 27, 2019: Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2019 November 15, 2018 $20.00 $796 794 April 1, 2019 February 15, 2019 $20.00 $812 809 July 1, 2019 May 15, 2019 $20.00 $828 826 On August 1, 2019, the Company declared a $20.00 per share dividend on its Series A Preferred Stock to be paid in additional shares of Series A Preferred Stock on October 1, 2019 to holders of record on August 15, 2019. As of September 27, 2019, the Company has recorded the 843 additional Series A Preferred Stock shares declared for the dividend of $0.8 million within preferred stock in the condensed consolidated balance sheets. Shareholder Rights Agreement On September 1, 2019, the Board of Directors adopted a Shareholder Rights Agreement (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company, as rights agent. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock, payable to the shareholders of record on September 6, 2019. The Rights will also accompany any new shares of common stock issued after September 6, 2019. The Rights trade with and are inseparable from the Company's common stock and will not be evidenced by separate certificates unless they become exercisable. The Rights will expire on March 1, 2021. In general terms the Rights Agreement works by imposing a significant penalty upon any person or group which acquires 30% or more of the Company's outstanding common stock without approval of the Company's Board of Directors. Each right will allow its holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock for $5.00, subject to adjustment as set forth in the Rights Agreement, once the Rights become exercisable. Per the Rights Agreement, the Rights will not be exercisable until the earlier of (1) 10 days after the public announcement that a person or group has become an Acquiring Person (as defined in the Rights Agreement) by obtaining beneficial ownership of 30% or more of the Company's outstanding common stock or (2) 10 business days (or such later date as the Company's Board of Directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person. Exchange of preferred stock for common stock of Jason Industries, Inc. On January 22, 2018, certain holders of the Company’s Series A Preferred Stock exchanged 12,136 shares of Series A Preferred Stock for 1,395,640 shares of the Company’s common stock, a conversion rate of 115 shares of common stock for each share of Series A Preferred Stock. Under the terms of the Series A Preferred Stock agreements, holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The excess of the book value of the Series A Preferred Stock over the par value of the Company’s common stock issued in the exchange was recorded as an increase to additional paid-in capital on the condensed consolidated balance sheets. The fair value of the redemption premium, represented by the excess of the exchange conversion rate over the agreement conversion rate, was recorded as a reduction to net loss available to common shareholders of Jason Industries within the condensed consolidated statements of operations. |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 9 Months Ended |
Sep. 27, 2019 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 15. Business Segments, Geographic and Customer Information In the first quarter of 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 changed how it makes operating decisions, assesses performance of the business, and allocates resources. As a result, the Company reduced the number of operating and reportable segments from four to three. Reportable segments include the former finishing segment renamed as the industrial segment, the former seating and components segments combined into one engineered components segment, and the former acoustics segment renamed as the fiber solutions segment. On August 30, 2019, the Company completed the sale of its North American fiber solutions business, which comprised all of the fiber solutions segment for the periods presented, is classified as a discontinued operation and excluded from the disclosures below. The prior year disclosures have been updated to conform with current year presentation. Previously, on August 30, 2017, the Company completed the sale of the European fiber solutions, which did not meet the criteria for discontinued operations presentation at the time of the divestiture. Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Industrial $ 48,859 $ 51,016 $ 153,589 $ 160,448 Engineered Components 36,751 56,013 143,065 194,992 Net Sales $ 85,610 $ 107,029 $ 296,654 $ 355,440 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) from continuing operations 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 restructuring charges, transaction-related expenses, other professional fees, purchase accounting adjustments, lease expense associated with vacated facilities 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 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 income taxes: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Segment Adjusted EBITDA Industrial $ 5,004 $ 7,579 $ 17,772 $ 23,815 Engineered Components 1,424 6,150 10,712 25,587 Total segment Adjusted EBITDA $ 6,428 $ 13,729 $ 28,484 $ 49,402 Interest expense (157) (212) (476) (656) Depreciation and amortization (6,823) (7,007) (22,103) (23,378) Impairment charges (20,597) — (20,597) — Gain (Loss) on disposal of property, plant and equipment - net (14) 88 (18) (94) Restructuring (1,277) (298) (3,631) (1,245) Integration and other restructuring costs (323) — (621) (1,068) Total segment income before income taxes (22,763) 6,300 (18,962) 22,961 Corporate general and administrative expenses (3,347) (2,949) (8,175) (9,339) Corporate interest expense (8,023) (8,114) (24,262) (24,053) Corporate depreciation (150) (110) (463) (320) Corporate restructuring — — (164) — Corporate transaction-related expenses (28) — (670) — Corporate integration and other restructuring costs (69) — (112) — Corporate share-based compensation (357) (846) (1,825) (1,560) Loss from continuing operations before income taxes $ (34,737) $ (5,719) $ (54,633) $ (12,311) Assets held by reportable segments were as follows: September 27, 2019 December 31, 2018 Industrial $ 236,497 $ 230,185 Engineered Components 118,704 145,409 Total segments 355,201 375,594 Assets held for sale — 110,040 Corporate and eliminations 78,489 17,963 Consolidated total assets $ 433,690 $ 503,597 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 16. Fair Value Measurements Fair value of financial instruments Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $342.4 million at September 27, 2019 and $387.4 million at December 31, 2018. The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation Matters 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 and can be reasonably estimated. In the opinion of management, the resolution of these contingencies will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Environmental Matters At September 27, 2019 and December 31, 2018, the Company held reserves of $1.0 million for environmental matters at one location. The ultimate cost of any remediation required will depend on the results of future investigation. Based upon available information, the Company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its business. Based on the facts presently known, the Company does not expect environmental costs to have a material adverse effect on its financial condition, results of operations, or cash flows. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 27, 2019 | |
Accounting Policies [Abstract] | |
Discontinued Operations | During the third quarter of 2019, the Company determined that the North American fiber solutions business met the criteria to be classified as a discontinued operation. As a result, the Company's prior period results of operations, financial position and notes to financial statements have been recast to be presented on a continuing operations basis, except where noted. The assets and liabilities of the North American fiber solutions business have been presented as held for sale for periods prior to the sale. On August 30, 2019, the Company completed the divestiture of its North American fiber solutions business. On August 12, 2019, the Company announced that its Board of Directors has engaged an advisor to explore strategic alternatives, including a potential sale of the Company. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. For additional information, including the Company’s significant accounting policies, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2018 and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q). The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length, ending on a Friday. The exceptions are the first quarter, which begins on January 1, and the fourth quarter, which ends on December 31. For 2019, the Company’s fiscal quarters are comprised of the three months ending March 29, June 28, September 27 and December 31. In 2018, the Company’s fiscal quarters were comprised of the three months ended March 30, June 29, September 28 and December 31. In the opinion of management, all adjustments considered necessary for a fair statement of financial results have been made. Such adjustments consist of only those of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Accounting Standards Adopted in the Current Fiscal Year and Accounting Standards to be Adopted in Future Fiscal Periods | Accounting standards adopted in the current fiscal year In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “ Leases (Topic 842) ” (“ASU 2016-02”). ASU 2016-02 establishes new accounting and disclosure requirements for leases. See Note 8, “Leases” for further discussion regarding the adoption of this standard. In August 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting 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 Company adopted ASU 2017-12 effective January 1, 2019. The adoption of this guidance did not have any impact on the Company’s condensed consolidated financial statements or the related disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods 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 requirements to disclose the amounts in accumulated other comprehensive loss expected to be recognized as a component of net periodic benefit cost over the next fiscal year and the impact that a 1% increase or decrease in the medical trend rate would have on the accumulated postretirement benefit obligation. The standard is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. As the scope of ASU 2018-14 is limited to only financial disclosure requirements, the standard will not have an impact on the Company’s condensed consolidated financial statements. The Company is currently assessing the impact that this standard will have on the employee benefit plan disclosures within the notes to the annual consolidated financial statements, as well as the planned timing of adoption. |
Net Sales | The industrial segment operates principally as a provider of industrial brushes, polishing buffs and compounds, abrasives and roller technology products that are used in a broad range of industrial and infrastructure applications. The Company typically sells products within this business 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 industrial segment, 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 industrial net sales for both the three and nine months ended September 27, 2019 and September 28, 2018. The engineered components segment operates principally as a seating and component supplier to Original Equipment Manufacturers (“OEM”) within the lawn and turf care, agriculture, construction, material handling, power sports, rail and general industrial markets. The Company sells products within this business under both purchase orders and contracts for custom products primarily through the direct to customer sales channel. The Company transfers control and recognizes net sales at a point in time upon shipment to the customer under these contracts. The Company disaggregates net sales by geography based on the country of origin of the final sale with the external customer. In certain cases the products may be manufactured in other countries at facilities within the Company’s global network. The following table summarizes net sales disaggregated by geography and reportable segment: Three Months Ended September 27, 2019 Three Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 19,175 $ 36,660 $ 55,835 $ 16,868 $ 54,899 $ 71,767 Europe 26,327 — 26,327 30,749 1,114 31,863 Mexico 2,315 — 2,315 2,453 — 2,453 Other 1,042 91 1,133 946 — 946 Total $ 48,859 $ 36,751 $ 85,610 $ 51,016 $ 56,013 $ 107,029 Nine Months Ended September 27, 2019 Nine Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 58,736 $ 142,801 $ 201,537 $ 52,649 $ 190,247 $ 242,896 Europe 84,744 — 84,744 98,304 4,745 103,049 Mexico 7,065 — 7,065 6,523 — 6,523 Other 3,044 264 3,308 2,972 — 2,972 Total $ 153,589 $ 143,065 $ 296,654 $ 160,448 $ 194,992 $ 355,440 |
Fair Value of Financial Instruments | Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. |
Revision of Previously Report_2
Revision of Previously Reported Financial Information (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement and revision of previously reported financial information | The impact of the required correction to the condensed consolidated statement of operations and comprehensive (loss) income were as follows: Three Months Ended September 28, 2018 As Reported (1) Adjustments As Revised Tax benefit $ (381) $ (1,054) $ (1,435) Net loss from continuing operations $ (5,338) $ 1,054 $ (4,284) Net loss $ (5,512) $ 1,054 $ (4,458) Net loss allocable to common shareholders of Jason Industries $ (6,293) $ 1,054 $ (5,239) Net loss per share allocable to common shareholders of Jason Industries: Basic and diluted from continuing operations $ (0.22) $ 0.04 $ (0.18) Comprehensive loss $ (6,202) 1,054 $ (5,148) Nine Months Ended September 28, 2018 As Reported (1) Adjustments As Revised Tax benefit $ (1,306) $ (1,467) $ (2,773) Net loss from continuing operations $ (11,005) $ 1,467 $ (9,538) Net loss $ (6,918) $ 1,467 $ (5,451) Net loss allocable to common shareholders of Jason Industries $ (10,192) $ 1,467 $ (8,725) Net loss per share allocable to common shareholders of Jason Industries: Basic and diluted from continuing operations $ (0.52) $ 0.06 (0.46) Comprehensive loss $ (8,183) 1,467 $ (6,716) (1) The previously reported balances have been adjusted to conform to results from continuing operations due to the sale of the former North American fiber solutions business. Refer to Note 3, “Discontinued Operations” for further discussion on the transaction completed in the third quarter of 2019. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Cash Proceeds from the Sale of the North American Fiber Solutions Business | The following table summarizes the cash received from the sale of the North American fiber solutions business before transaction costs, income taxes and certain retained liabilities: Base purchase price $ 85,000 Less: contingent purchase price not earned (5,000) Less: debt and pension liabilities assumed by the Motus Group (2,206) Plus: preliminary working capital surplus 5 Plus: excess cash at closing 1,394 Adjusted purchase price 79,193 Less: cash divested (3,894) Less: consideration held in escrow and closing balance sheet adjustments (278) Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer $ 75,021 |
Schedule of Discontinued Operations, Major Classes of Assets and Liabilities, and Significant Cash Flow Disclosures for the North American Fiber Solutions Business | The following table summarizes the results of the North American fiber solutions business reclassified as discontinued operations for both the three and nine months ended September 27, 2019 and September 28, 2018. As the North American fiber solutions business sale occurred on August 30, 2019, there are only two months of North American fiber solutions business results included in the three months ended September 27, 2019 and only eight months of North American fiber solutions business results included in the nine months ended September 27, 2019. Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Net sales $ 21,280 $ 38,266 $ 90,516 $ 125,533 Cost of goods sold 18,456 32,256 77,781 104,207 Gross profit 2,824 6,010 12,735 21,326 Selling and administrative expenses 3,781 4,345 11,538 13,209 (Gain) loss on disposals of property, plant and equipment - net (8) (3) (4) 60 Restructuring 735 887 1,003 2,006 (Loss) income from operations (1,684) 781 198 6,051 Interest expense (12) (22) (47) (69) Loss on divestiture (1,912) — (2,492) — Other income (loss) - net 16 — (10) — (Loss) income before income taxes (3,592) 759 (2,351) 5,982 Tax (benefit) provision (471) 933 1,779 1,895 Net (loss) income from discontinued operations, net of tax $ (3,121) $ (174) $ (4,130) $ 4,087 The following table summarizes the major classes of assets and liabilities of the North American fiber solutions business classified as held for sale as of December 31, 2018. December 31, 2018 Assets Current assets Cash and cash equivalents $ 11,712 Accounts receivable - net 19,234 Inventories - net 8,120 Other current assets 6,615 Total current assets held for sale 45,681 Property, plant and equipment - net 43,960 Other intangible assets - net 20,083 Other assets - net 316 Total noncurrent assets held for sale 64,359 Total assets held for sale $ 110,040 Liabilities Current liabilities Current portion of long-term debt $ 857 Accounts payable 12,166 Accrued compensation and employee benefits 2,298 Other current liabilities 3,358 Total current liabilities held for sale 18,679 Long-term debt 1,143 Deferred income taxes 112 Other long-term liabilities 1,042 Total noncurrent liabilities held for sale 2,297 Total liabilities held for sale $ 20,976 The current portion of long-term debt and long-term debt which were assumed by the Buyer with the divestiture relates to foreign debt previously held in Mexico. The following table summarizes significant cash flow disclosures for the North American fiber solutions business for the nine months ended September 27, 2019 and September 28, 2018. Nine Months Ended September 27, 2019 September 28, 2018 Depreciation $ 5,123 $ 6,544 Amortization of intangible assets $ 1,094 $ 1,415 Non-cash operating lease expense $ 1,577 $ — Payments for property, plant and equipment $ (1,547) $ (3,265) Non-cash impact of business divestitures and dissolutions $ (192) $ — Debt and pension liability assumed by buyer with divestiture $ 2,206 $ — |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The preliminary purchase price allocation is as follows: Preliminary Purchase Price Allocation Accounts receivable $ 2,415 Inventories 3,334 Other current assets 18 Property, plant and equipment 2,299 Right-of-use operating lease assets 222 Goodwill 2,078 Other intangible assets 2,670 Current liabilities (1,911) Other long-term liabilities (125) Total purchase price $ 11,000 |
Allocation of Values to Other Intangible Assets | The preliminary values allocated to other intangible assets - net and the weighted average useful lives are as follows: Gross Carrying Amount Weighted Average Useful Life (years) Customer relationships $ 1,750 10 Trademarks 400 1 Non-compete agreements 520 5 $ 2,670 |
Net Sales (Tables)
Net Sales (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Net Sales | The following table summarizes net sales disaggregated by geography and reportable segment: Three Months Ended September 27, 2019 Three Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 19,175 $ 36,660 $ 55,835 $ 16,868 $ 54,899 $ 71,767 Europe 26,327 — 26,327 30,749 1,114 31,863 Mexico 2,315 — 2,315 2,453 — 2,453 Other 1,042 91 1,133 946 — 946 Total $ 48,859 $ 36,751 $ 85,610 $ 51,016 $ 56,013 $ 107,029 Nine Months Ended September 27, 2019 Nine Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total United States $ 58,736 $ 142,801 $ 201,537 $ 52,649 $ 190,247 $ 242,896 Europe 84,744 — 84,744 98,304 4,745 103,049 Mexico 7,065 — 7,065 6,523 — 6,523 Other 3,044 264 3,308 2,972 — 2,972 Total $ 153,589 $ 143,065 $ 296,654 $ 160,448 $ 194,992 $ 355,440 The Company disaggregates net sales by sales channel as either direct or distribution net sales. Direct net sales are defined as net sales ordered by and sold directly to the end customer without the involvement of a third party. For our OEM customers, direct sales include certain spare parts and accessories which are intended for resale to end consumers. Distribution net sales are defined as net sales ordered by and sold to a third party that intends to resell the products to the end consumer. The following table summarizes net sales disaggregated by sales channel and reportable segment: Three Months Ended September 27, 2019 Three Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total Direct $ 28,312 $ 35,110 $ 63,422 $ 27,175 $ 53,762 $ 80,937 Distribution 20,547 1,641 22,188 23,841 2,251 26,092 Total $ 48,859 $ 36,751 $ 85,610 $ 51,016 $ 56,013 $ 107,029 Nine Months Ended September 27, 2019 Nine Months Ended September 28, 2018 Industrial Engineered Components Total Industrial Engineered Components Total Direct $ 86,071 $ 137,754 $ 223,825 $ 87,387 $ 189,416 $ 276,803 Distribution 67,518 5,311 72,829 73,061 5,576 78,637 Total $ 153,589 $ 143,065 $ 296,654 $ 160,448 $ 194,992 $ 355,440 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the restructuring costs recognized by the Company under the 2016 program by reportable segment. The other costs incurred under the 2016 program for the nine months ended September 27, 2019 primarily include charges related to the closure of a U.K. plant within the engineered components segment. The other costs incurred under the 2016 program for the nine months ended September 28, 2018 primarily include charges related to the consolidation of two U.S. plants within the engineered components segment. The Company did not incur any costs under the 2016 program during the three months ended September 27, 2019. The 2016 program is considered complete and no additional costs are expected to be incurred for the remainder of 2019. 2016 Program Industrial Engineered Components Corporate Total Restructuring charges - nine months ended September 27, 2019: Severance costs $ (35) $ 31 $ 164 $ 160 Lease termination costs (1) — — — — Other costs 40 1,356 — 1,396 Total $ 5 $ 1,387 $ 164 $ 1,556 Restructuring charges - three months ended September 28, 2018: Severance costs $ (7) $ 81 $ — $ 74 Lease termination costs (1) (25) — — (25) Other costs 219 30 — 249 Total $ 187 $ 111 $ — $ 298 Restructuring charges - nine months ended September 28, 2018: Severance costs $ 12 $ 389 $ — $ 401 Lease termination costs (1) 10 — — 10 Other costs 94 740 — 834 Total $ 116 $ 1,129 $ — $ 1,245 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 completion in June 2019. 2016 Program Industrial Engineered Components Corporate Total Cumulative restructuring charges - period ended September 27, 2019: Severance costs $ 4,744 $ 973 $ 752 $ 6,469 Lease termination costs (1) 428 — — 428 Other costs 2,443 4,023 — 6,466 Total $ 7,615 $ 4,996 $ 752 $ 13,363 The following table represents the restructuring liabilities under the 2016 program: Severance Lease termination costs (1) Other costs Total Balance - December 31, 2018 $ 457 $ — $ 24 $ 481 Current period restructuring charges 160 — 1,396 1,556 Cash payments (615) — (1,416) (2,031) Foreign currency translation adjustments (2) — (4) (6) Balance - September 27, 2019 $ — $ — $ — $ — Severance Lease termination costs (1) Other costs Total Balance - December 31, 2017 $ 907 $ 76 $ 904 $ 1,887 Current period restructuring charges 401 10 834 1,245 Cash payments (815) (70) (1,426) (2,311) Foreign currency translations adjustments (35) (2) (42) (79) Balance - September 28, 2018 $ 458 $ 14 $ 270 $ 742 (1) Commencing on January 1, 2019, the Company recognizes lease termination costs in accordance with Accounting Standards Codification (“ASC”) 842, “Leases” (“ASC 842”) which addresses termination costs related to both financing and operating lease obligations. Prior to January 1, 2019, the Company recognized such costs in accordance with ASC 420, “Exit and Disposal Cost Obligations” related to operating leases. Prior period results continue to be reported under the accounting standards in effect for those periods. |
Other Restructuring And Related Costs | The following table presents the restructuring costs recognized by the Company for other restructuring actions by reportable segment. Based on the actions identified to date, the Company expects to incur other restructuring costs of approximately $1.2 million. During the three and nine months ended September 27, 2019, other costs included costs to consolidate a Schaffner facility in the industrial segment and costs to vacate a distribution facility in the engineered components segment. Other Restructuring Actions Industrial Engineered Components Corporate Total Restructuring charges - three months ended September 27, 2019: Severance costs $ 439 $ 25 $ — $ 464 Other costs 360 453 — 813 Total $ 799 $ 478 $ — $ 1,277 Restructuring charges - nine months ended September 27, 2019: Severance costs $ 1,374 $ 25 $ — $ 1,399 Other costs 363 477 — 840 Total $ 1,737 $ 502 $ — $ 2,239 The following table represents the restructuring liabilities: Severance Other costs Total Balance - December 31, 2018 $ — $ — $ — Current period restructuring charges 1,399 840 2,239 Cash payments (633) (839) (1,472) Foreign currency translation adjustments (20) — (20) Balance - September 27, 2019 $ 746 $ 1 $ 747 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: September 27, 2019 December 31, 2018 Raw material $ 28,254 $ 27,187 Work-in-process 2,477 2,542 Finished goods 24,704 25,898 Total inventories $ 55,435 $ 55,627 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Leases [Abstract] | |
Schedule of Lease Coast and Other Information Related to Leases | The Company’s components of lease expense was as follows: Three Months Ended Nine Months Ended September 27, 2019 September 27, 2019 Finance lease expense: Depreciation of right-of-use assets $ 36 $ 82 Interest on lease liabilities 11 32 Operating lease expense 1,876 5,745 Other lease expense 20 (23) Total $ 1,943 $ 5,836 |
Schedule of Balance Sheet Information Related to Leases | The Company’s balance sheet information related to leases was as follows: September 27, 2019 Finance Leases Property, plant and equipment - net $ 443 Current portion of long-term debt $ 442 Long-term debt 277 Total finance lease liabilities $ 719 Operating Leases Right-of-use operating lease assets $ 28,585 Current portion of operating lease liabilities $ 5,469 Long-term operating lease liabilities 25,567 Total operating lease liabilities $ 31,036 |
Lease Cost, Other Information | Other information related to the Company’s leases was as follows: September 27, 2019 Weighted-average remaining lease term (in years) Finance leases 3.79 Operating leases 9.88 Weighted-average discount rate Finance leases 6.9 % Operating leases 7.1 % |
Schedule of Future Minimum Lease Payments, Finance Leases | Future minimum lease payments required under finance and operating leases for each of the 12-month rolling periods below in effect at September 27, 2019 are as follows: Finance Leases Operating Leases October 2019 to September 2020 $ 475 $ 7,397 October 2020 to September 2021 101 5,823 October 2021 to September 2022 85 4,406 October 2022 to September 2023 71 3,637 October 2023 to September 2024 47 3,270 Thereafter — 16,803 Total future undiscounted lease payments 779 41,336 Less: imputed interest (60) (10,300) Total lease obligations $ 719 $ 31,036 |
Schedule of Future Minimum Lease Payments, Operating Leases | Future minimum lease payments required under finance and operating leases for each of the 12-month rolling periods below in effect at September 27, 2019 are as follows: Finance Leases Operating Leases October 2019 to September 2020 $ 475 $ 7,397 October 2020 to September 2021 101 5,823 October 2021 to September 2022 85 4,406 October 2022 to September 2023 71 3,637 October 2023 to September 2024 47 3,270 Thereafter — 16,803 Total future undiscounted lease payments 779 41,336 Less: imputed interest (60) (10,300) Total lease obligations $ 719 $ 31,036 |
Schedule of Future Minimum Lease Payments, Operating Leases | Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 7,403 2020 5,868 2021 4,519 2022 3,515 2023 3,015 Thereafter 16,324 $ 40,644 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Changes in the carrying amount of goodwill, all of which is within the Company’s industrial segment, was as follows: Balance as of December 31, 2018 $ 44,065 Foreign currency impact (1,032) Acquisitions (1) 2,078 Balance as of September 27, 2019 $ 45,111 (1) Refer to Note 4, “Acquisition” for further discussion on the acquisition completed in the second quarter of 2019. |
Schedule of Other Intangible Assets | The Company’s other intangible assets - net consisted of the following: September 27, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Patents $ 2,061 $ (1,278) $ 783 $ 2,038 $ (1,018) $ 1,020 Customer relationships 76,920 (30,978) 45,942 90,825 (26,220) 64,605 Trademarks and other intangibles 37,298 (14,019) 23,279 42,544 (11,723) 30,821 Total other intangible assets - net $ 116,279 $ (46,275) $ 70,004 $ 135,407 $ (38,961) $ 96,446 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Excluding the impact of any future acquisitions, the Company anticipates the annual amortization for the current full fiscal year and each of the four subsequent fiscal years and thereafter to be the following: 2019 $ 9,830 2020 8,185 2021 7,943 2022 7,770 2023 7,761 Thereafter 37,031 $ 78,520 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following: September 27, 2019 December 31, 2018 First Lien Term Loans $ 290,215 $ 292,540 Second Lien Term Loans 89,887 89,887 Debt discount on Term Loans (1,982) (2,669) Deferred financing costs on Term Loans (2,928) (4,052) Foreign debt 14,015 15,469 Finance lease obligations and other debt (1) 732 613 Total debt 389,939 391,788 Less: Current portion (1) (5,769) (5,687) Total Long-Term Debt $ 384,170 $ 386,101 (1) Subsequent to January 1, 2019, the Company recognizes and measures new or modified leases in accordance with ASC 842. Prior to January 1, 2019, the Company recognized and measured leases in accordance with ASC 840, “Leases” and prior period results continue to be reported under the accounting standards in effect for those periods. See Note 8, “Leases” for further information. |
Schedule of Foreign Debt | The Company has the following foreign debt obligations, including various overdraft facilities and term loans: September 27, 2019 December 31, 2018 Germany $ 13,481 $ 15,002 India 534 467 Total foreign debt $ 14,015 $ 15,469 |
Schedule of Interest Rate Swaps | See the amounts recorded on the condensed consolidated balance sheets within the table below: September 27, 2019 December 31, 2018 Interest rate swaps: Recorded in other current assets $ — $ 1,325 Recorded in other assets - net — 542 Recorded in other current liabilities (143) — Total net (liability) asset derivatives designated as hedging instruments $ (143) $ 1,867 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The Company recognized the following share-based compensation expense: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Restricted stock units $ 525 $ 742 $ 1,717 $ 1,252 Adjusted EBITDA vesting awards (168) 104 108 308 Share-based compensation from continuing operations 357 846 1,825 1,560 Share-based compensation from discontinued operations 581 98 784 167 Total share-based compensation expense $ 938 $ 944 $ 2,609 $ 1,727 Total income tax benefit recognized from continuing and discontinued operations $ 210 $ 234 $ 513 $ 428 |
Schedule of Restricted and Performance Share Unit Activity | The following table sets forth the restricted and performance share unit activity: Performance Share Units Restricted Stock Units Adjusted EBITDA Vesting Awards Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2018 3,150 $ 2.89 908 $ 1.30 Granted 985 $ 1.36 705 $ 1.64 Issued (1,487) $ 2.60 (50) $ 1.64 Deferred 126 $ 1.60 — $ — Forfeited (255) $ 2.77 (77) $ 1.52 Outstanding at September 27, 2019 2,519 $ 2.42 1,486 $ 1.44 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares are as follows: Three Months Ended Nine Months Ended (share amounts in thousands) September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Basic and diluted net (loss) income per share Net loss per share from continuing operations $ (1.08) $ (0.18) $ (1.82) $ (0.46) Net (loss) income per share from discontinued operations (0.11) (0.01) (0.15) 0.15 Basic and diluted net loss per share $ (1.19) $ (0.19) $ (1.97) $ (0.32) Numerator: Net loss from continuing operations $ (30,046) $ (4,284) $ (49,209) $ (9,538) Less: Accretion of dividends on preferred stock and redemption premium 845 781 2,485 3,274 Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium (30,891) (5,065) (51,694) (12,812) Net (loss) income from discontinued operations, net of tax (3,121) (174) (4,130) 4,087 Net loss allocable to common shareholders of Jason Industries $ (34,012) $ (5,239) $ (55,824) $ (8,725) Denominator: Basic and diluted weighted-average shares outstanding 28,632 27,683 28,348 27,565 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 154 13,994 9,329 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,473 3,212 3,407 3,222 Restricted stock units 2,839 3,119 2,780 2,052 Performance share units 1,573 1,305 1,374 1,309 Total 8,039 21,630 16,890 20,577 (1) Public warrants (“warrants”) consist of warrants to purchase shares of Jason Industries common stock which were previously quoted on Nasdaq under the symbol “JASNW” until their expiration on June 30, 2019. Each outstanding warrant entitled the holder to purchase one share of the Company’s common stock at a price of $12.00 per share. (2) Includes the impact of 843 additional Series A Preferred Stock shares from a stock dividend declared on August 1, 2019 to be paid in additional shares of Series A Preferred Stock on October 1, 2019. The Company included the preferred stock within the condensed consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each preferred share. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | he changes in the components of accumulated other comprehensive loss, net of taxes, for the three and nine months ended September 27, 2019 and September 28, 2018 were as follows: For the three months ended September 27, 2019: Employee retirement plan adjustments Foreign currency translation adjustments (1) Net unrealized (losses) gains on cash flow hedges Total Balance at June 28, 2019 $ (1,801) $ (23,765) $ (139) $ (25,705) Other comprehensive loss before reclassifications — (3,444) 135 (3,309) Amounts reclassified from accumulated other comprehensive loss 15 (1,112) (104) (1,201) Balance at September 27, 2019 $ (1,786) $ (28,321) $ (108) $ (30,215) For the three months ended September 28, 2018: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at June 29, 2018 $ (1,645) $ (21,190) $ 2,072 $ (20,763) Other comprehensive loss before reclassifications — (879) 288 (591) Amounts reclassified from accumulated other comprehensive loss 4 — (103) (99) Balance at September 28, 2018 $ (1,641) $ (22,069) $ 2,257 $ (21,453) For the nine months ended September 27, 2019: Employee retirement plan adjustments Foreign currency translation adjustments (1) Net unrealized (losses) gains on cash flow hedges Total Balance at December 31, 2018 $ (1,831) $ (23,151) $ 1,411 $ (23,571) Other comprehensive loss before reclassifications — (4,058) (872) (4,930) Amounts reclassified from accumulated other comprehensive loss 45 (1,112) (647) (1,714) Balance at September 27, 2019 $ (1,786) $ (28,321) $ (108) $ (30,215) For the nine months ended September 28, 2018: Employee retirement plan adjustments Foreign currency translation adjustments Net unrealized gains on cash flow hedges Total Balance at December 31, 2017 $ (1,517) $ (18,596) $ 51 $ (20,062) Cumulative impact of accounting changes (137) — 11 (126) Other comprehensive income before reclassifications — (3,473) 2,237 (1,236) Amounts reclassified from accumulated other comprehensive loss 13 — (42) (29) Balance at September 28, 2018 $ (1,641) $ (22,069) $ 2,257 $ (21,453) (1) Amounts reclassified from accumulated other comprehensive loss and included in other income - net in the condensed consolidated statements of operations for the three and nine months ended September 27, 2019 includes the reclassification to earnings of foreign currency translation gain of $0.8 million for the wind down and substantial dissolution of certain U.K. entities. Amounts reclassified from accumulated other comprehensive loss and included in net loss (income) from discontinued operations, net of tax for the three and nine months ended September 27, 2019 includes the reclassification to earnings of a foreign currency translation gain of $0.3 million from the sale of the North American fiber solutions business. |
Schedule of Dividends on Series A Preferred Stock | The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the nine months ended September 27, 2019: Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2019 November 15, 2018 $20.00 $796 794 April 1, 2019 February 15, 2019 $20.00 $812 809 July 1, 2019 May 15, 2019 $20.00 $828 826 |
Business Segments, Geographic_2
Business Segments, Geographic and Customer Information (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales information relating to the Company’s reportable segments was as follows: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Industrial $ 48,859 $ 51,016 $ 153,589 $ 160,448 Engineered Components 36,751 56,013 143,065 194,992 Net Sales $ 85,610 $ 107,029 $ 296,654 $ 355,440 |
Schedule of Adjusted EBITDA for Reportable Segments and Reconciliation of Total Segment Adjusted EBITDA | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated loss before income taxes: Three Months Ended Nine Months Ended September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 Segment Adjusted EBITDA Industrial $ 5,004 $ 7,579 $ 17,772 $ 23,815 Engineered Components 1,424 6,150 10,712 25,587 Total segment Adjusted EBITDA $ 6,428 $ 13,729 $ 28,484 $ 49,402 Interest expense (157) (212) (476) (656) Depreciation and amortization (6,823) (7,007) (22,103) (23,378) Impairment charges (20,597) — (20,597) — Gain (Loss) on disposal of property, plant and equipment - net (14) 88 (18) (94) Restructuring (1,277) (298) (3,631) (1,245) Integration and other restructuring costs (323) — (621) (1,068) Total segment income before income taxes (22,763) 6,300 (18,962) 22,961 Corporate general and administrative expenses (3,347) (2,949) (8,175) (9,339) Corporate interest expense (8,023) (8,114) (24,262) (24,053) Corporate depreciation (150) (110) (463) (320) Corporate restructuring — — (164) — Corporate transaction-related expenses (28) — (670) — Corporate integration and other restructuring costs (69) — (112) — Corporate share-based compensation (357) (846) (1,825) (1,560) Loss from continuing operations before income taxes $ (34,737) $ (5,719) $ (54,633) $ (12,311) |
Schedule of Assets Held by Reportable Segments | Assets held by reportable segments were as follows: September 27, 2019 December 31, 2018 Industrial $ 236,497 $ 230,185 Engineered Components 118,704 145,409 Total segments 355,201 375,594 Assets held for sale — 110,040 Corporate and eliminations 78,489 17,963 Consolidated total assets $ 433,690 $ 503,597 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) | Sep. 27, 2019country |
Accounting Policies [Abstract] | |
Number of foreign countries | 13 |
Revision of Previously Report_3
Revision of Previously Reported Financial Information (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax provision | $ 4,691 | $ 1,435 | $ 5,424 | $ 2,773 |
Overstatement of tax provision | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax provision | $ 1,100 | $ 1,500 |
Revision of Previously Report_4
Revision of Previously Reported Financial Information (Restatement and Revision of Previously Reported Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | $ (4,691) | $ (1,435) | $ (5,424) | $ (2,773) |
Net loss from continuing operations | (30,046) | (4,284) | (49,209) | (9,538) |
Net loss | (33,167) | (4,458) | (53,339) | (5,451) |
Net loss allocable to common shareholders of Jason Industries | $ (34,012) | $ (5,239) | $ (55,824) | $ (8,725) |
Basic and diluted net (loss) income per share allocable to common shareholders of Jason Industries: | ||||
Basic and diluted from continuing operations (in dollars per share) | $ (1.08) | $ (0.18) | $ (1.82) | $ (0.46) |
Comprehensive loss | $ (37,677) | $ (5,148) | $ (59,983) | $ (6,716) |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | (381) | (1,306) | ||
Net loss from continuing operations | (5,338) | (11,005) | ||
Net loss | (5,512) | (6,918) | ||
Net loss allocable to common shareholders of Jason Industries | $ (6,293) | $ (10,192) | ||
Basic and diluted net (loss) income per share allocable to common shareholders of Jason Industries: | ||||
Basic and diluted from continuing operations (in dollars per share) | $ (0.22) | $ (0.52) | ||
Comprehensive loss | $ (6,202) | $ (8,183) | ||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Tax benefit | (1,054) | (1,467) | ||
Net loss from continuing operations | 1,054 | 1,467 | ||
Net loss | 1,054 | 1,467 | ||
Net loss allocable to common shareholders of Jason Industries | $ 1,054 | $ 1,467 | ||
Basic and diluted net (loss) income per share allocable to common shareholders of Jason Industries: | ||||
Basic and diluted from continuing operations (in dollars per share) | $ 0.04 | $ 0.06 | ||
Comprehensive loss | $ 1,054 | $ 1,467 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - Discontinued Operations, Disposed of by Sale - Disposal of North American Fiber Solutions Business $ in Thousands | Aug. 30, 2019USD ($)subsidiary | Sep. 27, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of subsidiaries | subsidiary | 2 | |
Base purchase price | $ 85,000 | |
Maximum adjustment to purchase price | $ 5,000 | |
Net working capital adjustment period | 110 days | |
Transaction costs | $ 5,200 | |
Transaction costs paid | 3,400 | |
Transaction costs included in loss on disposal | $ 3,000 |
Discontinued Operations (Summar
Discontinued Operations (Summary of Cash Proceeds from the Sale of the North American Fiber Solutions Business) (Details) - USD ($) $ in Thousands | Aug. 30, 2019 | Sep. 27, 2019 | Sep. 28, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer | $ 75,021 | $ 0 | |
Discontinued Operations, Disposed of by Sale | Disposal of North American Fiber Solutions Business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Base purchase price | $ 85,000 | ||
Less: contingent purchase price not earned | (5,000) | ||
Less: debt and pension liabilities assumed by the Motus Group | (2,206) | ||
Plus: preliminary working capital surplus | 5 | ||
Plus: excess cash at closing | 1,394 | ||
Adjusted purchase price | 79,193 | ||
Less: cash divested | (3,894) | ||
Less: consideration held in escrow and closing balance sheet adjustments | (278) | ||
Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer | $ 75,021 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule of Discontinued Operations for the North American Fiber Solutions Business) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net (loss) income from discontinued operations, net of tax | $ (3,121) | $ (174) | $ (4,130) | $ 4,087 |
Discontinued Operations, Disposed of by Sale | Disposal of North American Fiber Solutions Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 21,280 | 38,266 | 90,516 | 125,533 |
Cost of goods sold | 18,456 | 32,256 | 77,781 | 104,207 |
Gross profit | 2,824 | 6,010 | 12,735 | 21,326 |
Selling and administrative expenses | 3,781 | 4,345 | 11,538 | 13,209 |
(Gain) loss on disposals of property, plant and equipment - net | 8 | 3 | 4 | (60) |
Restructuring | 735 | 887 | 1,003 | 2,006 |
(Loss) income from operations | (1,684) | 781 | 198 | 6,051 |
Interest expense | (12) | (22) | (47) | (69) |
Loss on divestiture | (1,912) | 0 | (2,492) | 0 |
Other income (loss) - net | 16 | 0 | 0 | |
Other income (loss) - net | 10 | |||
(Loss) income before income taxes | (3,592) | 759 | (2,351) | 5,982 |
Tax (benefit) provision | (471) | 933 | 1,779 | 1,895 |
Net (loss) income from discontinued operations, net of tax | $ (3,121) | $ (174) | $ (4,130) | $ 4,087 |
Discontinued Operations (Summ_2
Discontinued Operations (Summary of the Major Classes of Assets and Liabilities of the North American Fiber Solutions Business) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Current assets | ||
Total current assets held for sale | $ 0 | $ 45,681 |
Total noncurrent assets held for sale | 0 | 64,359 |
Current liabilities | ||
Total current liabilities held for sale | 0 | 18,679 |
Total noncurrent liabilities held for sale | $ 0 | 2,297 |
Discontinued Operations, Disposed of by Sale | Disposal of North American Fiber Solutions Business | ||
Current assets | ||
Cash and cash equivalents | 11,712 | |
Accounts receivable - net | 19,234 | |
Inventories - net | 8,120 | |
Other current assets | 6,615 | |
Total current assets held for sale | 45,681 | |
Property, plant and equipment - net | 43,960 | |
Other intangible assets - net | 20,083 | |
Other assets - net | 316 | |
Total noncurrent assets held for sale | 64,359 | |
Total assets held for sale | 110,040 | |
Current liabilities | ||
Current portion of long-term debt | 857 | |
Accounts payable | 12,166 | |
Accrued compensation and employee benefits | 2,298 | |
Other current liabilities | 3,358 | |
Total current liabilities held for sale | 18,679 | |
Long-term debt | 1,143 | |
Deferred income taxes | 112 | |
Other long-term liabilities | 1,042 | |
Total noncurrent liabilities held for sale | 2,297 | |
Total liabilities held for sale | $ 20,976 |
Discontinued Operations (Summ_3
Discontinued Operations (Summary of Significant Cash Flow Disclosures for the North American Fiber Solutions Business) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2019 | Sep. 28, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Non-cash impact of business divestitures and dissolutions | $ 3,380 | $ 0 |
Debt and pension liability assumed by buyer with divestiture | 2,206 | 0 |
Discontinued Operations, Disposed of by Sale | Disposal of North American Fiber Solutions Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | 5,123 | 6,544 |
Amortization of intangible assets | 1,094 | 1,415 |
Non-cash operating lease expense | 1,577 | 0 |
Payments for property, plant and equipment | (1,547) | (3,265) |
Non-cash impact of business divestitures and dissolutions | (192) | 0 |
Debt and pension liability assumed by buyer with divestiture | $ 2,206 | $ 0 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | Apr. 01, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 45,111 | $ 45,111 | $ 44,065 | |||
Corporate transaction-related expenses | 373 | $ 0 | ||||
Net sales | 85,610 | $ 107,029 | 296,654 | $ 355,440 | ||
Schaffner Manufacturing Company, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 11,000 | |||||
Cash acquired | 200 | |||||
Goodwill | $ 2,078 | |||||
Corporate transaction-related expenses | 400 | |||||
Net sales | $ 4,400 | $ 9,700 |
Acquisition (Schedule of Purcha
Acquisition (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Apr. 01, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 45,111 | $ 44,065 | |
Schaffner Manufacturing Company, Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 2,415 | ||
Inventories | 3,334 | ||
Other current assets | 18 | ||
Property, plant and equipment | 2,299 | ||
Right-of-use operating lease assets | 222 | ||
Goodwill | 2,078 | ||
Other intangible assets | 2,670 | ||
Current liabilities | (1,911) | ||
Other long-term liabilities | (125) | ||
Total purchase price | $ 11,000 |
Acquisition (Allocation of Valu
Acquisition (Allocation of Values to Other Intangible Assets) (Details) - Schaffner Manufacturing Company, Inc. $ in Thousands | Apr. 01, 2019USD ($) |
Business Acquisition [Line Items] | |
Gross Carrying Amount | $ 2,670 |
Customer relationships | |
Business Acquisition [Line Items] | |
Gross Carrying Amount | $ 1,750 |
Weighted Average Useful Life (years) | 10 years |
Trademarks | |
Business Acquisition [Line Items] | |
Gross Carrying Amount | $ 400 |
Weighted Average Useful Life (years) | 1 year |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Gross Carrying Amount | $ 520 |
Weighted Average Useful Life (years) | 5 years |
Net Sales (Narrative) (Details)
Net Sales (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Revenue from Contract with Customer | Transferred over Time | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 1.00% | 1.00% | 1.00% | 1.00% |
Net Sales (Disaggregation of Ne
Net Sales (Disaggregation of Net Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 85,610 | $ 107,029 | $ 296,654 | $ 355,440 |
Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 63,422 | 80,937 | 223,825 | 276,803 |
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 22,188 | 26,092 | 72,829 | 78,637 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 55,835 | 71,767 | 201,537 | 242,896 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,327 | 31,863 | 84,744 | 103,049 |
Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,315 | 2,453 | 7,065 | 6,523 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,133 | 946 | 3,308 | 2,972 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 48,859 | 51,016 | 153,589 | 160,448 |
Industrial | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 28,312 | 27,175 | 86,071 | 87,387 |
Industrial | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 20,547 | 23,841 | 67,518 | 73,061 |
Industrial | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 19,175 | 16,868 | 58,736 | 52,649 |
Industrial | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 26,327 | 30,749 | 84,744 | 98,304 |
Industrial | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 2,315 | 2,453 | 7,065 | 6,523 |
Industrial | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,042 | 946 | 3,044 | 2,972 |
Engineered Components | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 36,751 | 56,013 | 143,065 | 194,992 |
Engineered Components | Direct | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 35,110 | 53,762 | 137,754 | 189,416 |
Engineered Components | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 1,641 | 2,251 | 5,311 | 5,576 |
Engineered Components | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 36,660 | 54,899 | 142,801 | 190,247 |
Engineered Components | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 1,114 | 0 | 4,745 |
Engineered Components | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Engineered Components | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 91 | $ 0 | $ 264 | $ 0 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) $ in Millions | 9 Months Ended | |
Sep. 28, 2018plant | Sep. 27, 2019USD ($) | |
2016 Program | Engineered Components | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of plants eliminated | plant | 2 | |
Other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected total restructuring cost | $ | $ 1.2 |
Restructuring Costs (Schedule o
Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | $ 1,277 | $ 298 | $ 3,795 | $ 1,245 |
2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 298 | 1,556 | 1,245 | |
Cumulative restructuring charges | 13,363 | 13,363 | ||
Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 1,277 | 2,239 | ||
Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 74 | 160 | 401 | |
Cumulative restructuring charges | 6,469 | 6,469 | ||
Severance costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 464 | 1,399 | ||
Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (25) | 0 | 10 | |
Cumulative restructuring charges | 428 | 428 | ||
Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 249 | 1,396 | 834 | |
Cumulative restructuring charges | 6,466 | 6,466 | ||
Other costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 813 | 840 | ||
Operating Segments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 1,277 | 298 | 3,631 | 1,245 |
Operating Segments | Industrial | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 187 | 5 | 116 | |
Cumulative restructuring charges | 7,615 | 7,615 | ||
Operating Segments | Industrial | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 799 | 1,737 | ||
Operating Segments | Industrial | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (7) | (35) | 12 | |
Cumulative restructuring charges | 4,744 | 4,744 | ||
Operating Segments | Industrial | Severance costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 439 | 1,374 | ||
Operating Segments | Industrial | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | (25) | 0 | 10 | |
Cumulative restructuring charges | 428 | 428 | ||
Operating Segments | Industrial | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 219 | 40 | 94 | |
Cumulative restructuring charges | 2,443 | 2,443 | ||
Operating Segments | Industrial | Other costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 360 | 363 | ||
Operating Segments | Engineered Components | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 111 | 1,387 | 1,129 | |
Cumulative restructuring charges | 4,996 | 4,996 | ||
Operating Segments | Engineered Components | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 478 | 502 | ||
Operating Segments | Engineered Components | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 81 | 31 | 389 | |
Cumulative restructuring charges | 973 | 973 | ||
Operating Segments | Engineered Components | Severance costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 25 | 25 | ||
Operating Segments | Engineered Components | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | |
Cumulative restructuring charges | 0 | 0 | ||
Operating Segments | Engineered Components | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 30 | 1,356 | 740 | |
Cumulative restructuring charges | 4,023 | 4,023 | ||
Operating Segments | Engineered Components | Other costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 453 | 477 | ||
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 164 | 0 |
Corporate | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 164 | 0 | |
Cumulative restructuring charges | 752 | 752 | ||
Corporate | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | ||
Corporate | Severance costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 164 | 0 | |
Cumulative restructuring charges | 752 | 752 | ||
Corporate | Severance costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | ||
Corporate | Lease termination costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | 0 | 0 | 0 | |
Cumulative restructuring charges | 0 | 0 | ||
Corporate | Other costs | 2016 Program | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | $ 0 | 0 | $ 0 | |
Cumulative restructuring charges | 0 | 0 | ||
Corporate | Other costs | Other Restructuring Actions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Current period restructuring charges | $ 0 | $ 0 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Current period restructuring charges | $ 1,277 | $ 298 | $ 3,795 | $ 1,245 |
2016 Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 481 | 1,887 | ||
Current period restructuring charges | 298 | 1,556 | 1,245 | |
Cash payments | (2,031) | (2,311) | ||
Foreign currency translation adjustments | (6) | (79) | ||
Restructuring reserve ending balance | 0 | 742 | 0 | 742 |
2016 Program | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 457 | 907 | ||
Current period restructuring charges | 74 | 160 | 401 | |
Cash payments | (615) | (815) | ||
Foreign currency translation adjustments | (2) | (35) | ||
Restructuring reserve ending balance | 0 | 458 | 0 | 458 |
2016 Program | Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 0 | 76 | ||
Current period restructuring charges | (25) | 0 | 10 | |
Cash payments | 0 | (70) | ||
Foreign currency translation adjustments | 0 | (2) | ||
Restructuring reserve ending balance | 0 | 14 | 0 | 14 |
2016 Program | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 24 | 904 | ||
Current period restructuring charges | 249 | 1,396 | 834 | |
Cash payments | (1,416) | (1,426) | ||
Foreign currency translation adjustments | (4) | (42) | ||
Restructuring reserve ending balance | 0 | $ 270 | 0 | $ 270 |
Other Restructuring Actions | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 0 | |||
Current period restructuring charges | 1,277 | 2,239 | ||
Cash payments | (1,472) | |||
Foreign currency translation adjustments | (20) | |||
Restructuring reserve ending balance | 747 | 747 | ||
Other Restructuring Actions | Severance costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 0 | |||
Current period restructuring charges | 464 | 1,399 | ||
Cash payments | (633) | |||
Foreign currency translation adjustments | (20) | |||
Restructuring reserve ending balance | 746 | 746 | ||
Other Restructuring Actions | Other costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve beginning balance | 0 | |||
Current period restructuring charges | 813 | 840 | ||
Cash payments | (839) | |||
Foreign currency translation adjustments | 0 | |||
Restructuring reserve ending balance | $ 1 | $ 1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 28,254 | $ 27,187 |
Work-in-process | 2,477 | 2,542 |
Finished goods | 24,704 | 25,898 |
Total inventories | $ 55,435 | $ 55,627 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Sep. 27, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Lessee, Lease, Description [Line Items] | ||||
Other long-term liabilities | $ 15,409 | $ 19,506 | ||
Rent expense under operating leases | $ 7,600 | $ 7,900 | ||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use lease assets | $ 28,400 | |||
Total lease obligations | 30,900 | |||
Reclassification deferred rent to right-of-use asset | 2,300 | |||
Other long-term liabilities | 1,000 | |||
Deferred gain, net of tax | $ 800 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 13 years |
Leases (Schedule of Lease Cost
Leases (Schedule of Lease Cost and Other Information Related to Leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 27, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | |
Leases [Abstract] | |||
Depreciation of right-of-use assets | $ 36 | $ 82 | |
Interest on lease liabilities | 11 | 32 | |
Operating lease expense | 1,876 | 5,745 | |
Other lease expense | 23 | ||
Other lease expense | 20 | ||
Total | $ 1,943 | $ 5,836 | |
Weighted-average remaining lease term (in years) | |||
Weighted-average remaining lease term (in years), fnance leases | 3 years 9 months 14 days | 3 years 9 months 14 days | |
Weighted-average remaining lease term (in years), operating leases | 9 years 10 months 17 days | 9 years 10 months 17 days | |
Weighted-average discount rate | |||
Weighted-average discount rate, finance leases | 6.90% | 6.90% | |
Weighted-average discount rate, operating leases | 7.10% | 7.10% | |
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | $ 29 | ||
Operating cash flows from operating leases | 8,287 | ||
Financing cash flows from finance leases | 246 | $ 0 | |
Continuing Operations | |||
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | 26 | ||
Operating cash flows from operating leases | 5,977 | ||
Financing cash flows from finance leases | 238 | ||
Discontinued Operations | |||
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | 3 | ||
Operating cash flows from operating leases | 2,310 | ||
Financing cash flows from finance leases | $ 8 |
Leases (Schedule of Balance She
Leases (Schedule of Balance Sheet Information Related to Leases) (Details) $ in Thousands | Sep. 27, 2019USD ($) |
Leases [Abstract] | |
Property, plant and equipment - net | $ 443 |
Current portion of long-term debt | 442 |
Long-term debt | 277 |
Total finance lease liabilities | 719 |
Right-of-use operating lease assets | 28,585 |
Current portion of operating lease liabilities | 5,469 |
Long-term operating lease liabilities | 25,567 |
Total operating lease liabilities | $ 31,036 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
October 2019 to September 2020 | $ 475 | |
October 2020 to September 2021 | 101 | |
October 2021 to September 2022 | 85 | |
October 2022 to September 2023 | 71 | |
October 2023 to September 2024 | 47 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 779 | |
Less: imputed interest | (60) | |
Total lease obligations | 719 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
October 2019 to September 2020 | 7,397 | |
October 2020 to September 2021 | 5,823 | |
October 2021 to September 2022 | 4,406 | |
October 2022 to September 2023 | 3,637 | |
October 2023 to September 2024 | 3,270 | |
Thereafter | 16,803 | |
Total future undiscounted lease payments | 41,336 | |
Less: imputed interest | (10,300) | |
Total lease obligations | $ 31,036 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | $ 7,403 | |
2020 | 5,868 | |
2021 | 4,519 | |
2022 | 3,515 | |
2023 | 3,015 | |
Thereafter | 16,324 | |
Total lease obligations | $ 40,644 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Carrying Amount of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 27, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 44,065 |
Foreign currency impact | (1,032) |
Acquisitions | 2,078 |
Goodwill, end of period | $ 45,111 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 | Sep. 28, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 116,279 | $ 135,407 | |
Accumulated Amortization | (46,275) | (38,961) | |
Net | 70,004 | 96,446 | $ 78,520 |
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 2,061 | 2,038 | |
Accumulated Amortization | (1,278) | (1,018) | |
Net | 783 | 1,020 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 76,920 | 90,825 | |
Accumulated Amortization | (30,978) | (26,220) | |
Net | 45,942 | 64,605 | |
Trademarks and other intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 37,298 | 42,544 | |
Accumulated Amortization | (14,019) | (11,723) | |
Net | $ 23,279 | $ 30,821 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,600 | $ 2,500 | $ 7,600 | $ 9,900 |
Accelerated amortization expense | $ 8,787 | 11,242 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | 14,900 | |||
Trademarks and other intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 5,700 | |||
Facility Closing | Engineered Components | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accelerated amortization expense | $ 2,300 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Future Annual Amortization) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 | Sep. 28, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2019 | $ 9,830 | ||
2020 | 8,185 | ||
2021 | 7,943 | ||
2022 | 7,770 | ||
2023 | 7,761 | ||
Thereafter | 37,031 | ||
Net | $ 70,004 | $ 96,446 | $ 78,520 |
Debt and Hedging Instruments (S
Debt and Hedging Instruments (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Finance lease obligations and other debt | $ 732 | |
Finance lease obligations and other debt | $ 613 | |
Total debt | 389,939 | 391,788 |
Less: Current portion | (5,769) | (5,687) |
Total Long-Term Debt | 384,170 | 386,101 |
Foreign Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 14,015 | 15,469 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt discount on Term Loans | (1,982) | (2,669) |
Deferred financing costs on Term Loans | (2,928) | (4,052) |
Secured Debt | First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 290,215 | 292,540 |
Secured Debt | Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | 89,887 | 89,887 |
Secured Debt | Foreign Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt gross | $ 14,015 | $ 15,469 |
Debt and Hedging Instruments (N
Debt and Hedging Instruments (Narrative) (Details) | Aug. 30, 2019USD ($) | Jun. 28, 2019 | Sep. 27, 2019USD ($) | Sep. 28, 2018USD ($) | Dec. 31, 2020 | Jun. 25, 2020 | Sep. 27, 2019USD ($) | Sep. 28, 2018USD ($) | Dec. 31, 2018USD ($) |
Senior Secured Credit Facilities | |||||||||
Deferred financing costs | $ 331,000 | $ 609,000 | |||||||
Proceeds from divestiture, net of cash divested and liabilities assumed by buyer | 75,021,000 | 0 | |||||||
Interest Rate Swap | |||||||||
Interest Rate Hedge Contracts | |||||||||
Derivative, notional amount | $ 210,000,000 | $ 210,000,000 | $ 210,000,000 | ||||||
Derivative, fixed interest rate | 2.08% | 2.08% | |||||||
Interest income (expense) recognized on Swaps | $ 100,000 | $ 100,000 | $ 900,000 | $ (100,000) | |||||
Interest expense recognized on Swaps | 100,000 | 100,000 | |||||||
Derivative liability, fair value | $ (100,000) | $ (100,000) | 1,900,000 | ||||||
Revolving Credit Facility | Eurodollar | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
First Lien Term Loan | Eurodollar | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | 1.00% | |||||||
First Lien Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 4.50% | ||||||||
Second Lien Term Loan | Eurodollar | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 7.00% | ||||||||
Second Lien Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 8.00% | ||||||||
US Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
US Senior Secured Credit Facilities | Eurodollar | |||||||||
Senior Secured Credit Facilities | |||||||||
Basis spread on variable rate | 1.00% | ||||||||
Individual Foreign Loans | Germany | |||||||||
Foreign Debt | |||||||||
Term loan amount | $ 13,200,000 | $ 13,200,000 | 15,000,000 | ||||||
Individual Foreign Loans | Minimum | Germany | |||||||||
Foreign Debt | |||||||||
Interest rate on acquired long-term debt | 2.10% | 2.10% | |||||||
Individual Foreign Loans | Maximum | Germany | |||||||||
Foreign Debt | |||||||||
Interest rate on acquired long-term debt | 4.70% | 4.70% | |||||||
Secured Debt | |||||||||
Senior Secured Credit Facilities | |||||||||
Proceeds from divestiture, net of cash divested and liabilities assumed by buyer | $ 63,100,000 | ||||||||
Cash distribution limit | $ 17,000,000 | ||||||||
Secured Debt | Revolving Credit Facility | |||||||||
Senior Secured Credit Facilities | |||||||||
Revolving credit facility, amount outstanding | $ 0 | 0 | |||||||
Outstanding letters of credit | 4,700,000 | 4,700,000 | |||||||
Secured Debt | First Lien Term Loan | |||||||||
Senior Secured Credit Facilities | |||||||||
Line of credit facility, maximum borrowing capacity | 310,000,000 | 310,000,000 | |||||||
Long-term debt gross | $ 290,215,000 | 290,215,000 | 292,540,000 | ||||||
Amortization of debt discount (premium) | $ 800,000 | ||||||||
Interest rate, effective percentage | 6.80% | 6.80% | |||||||
Consolidated net leverage ratio, first periodic decrease | 6.62 | 4.50 | |||||||
Foreign Debt | |||||||||
Long-term debt gross | $ 290,215,000 | $ 290,215,000 | 292,540,000 | ||||||
Secured Debt | First Lien Term Loan | Scenario, Forecast | |||||||||
Senior Secured Credit Facilities | |||||||||
Consolidated net leverage ratio, first periodic decrease | 4 | 4.25 | |||||||
Secured Debt | Second Lien Term Loan | |||||||||
Senior Secured Credit Facilities | |||||||||
Line of credit facility, maximum borrowing capacity | 110,000,000 | 110,000,000 | |||||||
Long-term debt gross | $ 89,887,000 | $ 89,887,000 | 89,887,000 | ||||||
Interest rate, effective percentage | 10.30% | 10.30% | |||||||
Foreign Debt | |||||||||
Long-term debt gross | $ 89,887,000 | $ 89,887,000 | 89,887,000 | ||||||
Secured Debt | Amendment to Extend Maturity Date to June 30, 2020 | Revolving Credit Facility | |||||||||
Senior Secured Credit Facilities | |||||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | 30,000,000 | |||||||
Secured Debt | Amendment to Extend Maturity Date to December 31, 2020 | Revolving Credit Facility | |||||||||
Senior Secured Credit Facilities | |||||||||
Line of credit facility, maximum borrowing capacity | 25,500,000 | 25,500,000 | |||||||
Deferred financing costs | 300,000 | ||||||||
Secured Debt | Revolving Credit Facility | |||||||||
Senior Secured Credit Facilities | |||||||||
Restrictive covenant, qualification amount for net leverage ratio, excess letters of credit | 5,000,000 | ||||||||
Restrictive covenant, qualification amount for net leverage ratio | 10,000,000 | ||||||||
Foreign Debt | Minimum | |||||||||
Senior Secured Credit Facilities | |||||||||
Long-term debt gross | 200,000 | 200,000 | 100,000 | ||||||
Foreign Debt | |||||||||
Long-term debt gross | 200,000 | 200,000 | 100,000 | ||||||
Foreign Debt | Maximum | |||||||||
Senior Secured Credit Facilities | |||||||||
Long-term debt gross | 8,200,000 | 8,200,000 | 9,300,000 | ||||||
Foreign Debt | |||||||||
Long-term debt gross | $ 8,200,000 | $ 8,200,000 | $ 9,300,000 |
Debt and Hedging Instruments _2
Debt and Hedging Instruments (Schedule of Foreign Debt Obligations) (Details) - Foreign Debt - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total foreign debt | $ 14,015 | $ 15,469 |
Germany | ||
Debt Instrument [Line Items] | ||
Total foreign debt | 13,481 | 15,002 |
India | ||
Debt Instrument [Line Items] | ||
Total foreign debt | $ 534 | $ 467 |
Debt and Hedging Instruments _3
Debt and Hedging Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Total net (liability) asset derivatives designated as hedging instruments | $ (143) | $ 1,867 |
Recorded in other current assets | ||
Derivative [Line Items] | ||
Total net (liability) asset derivatives designated as hedging instruments | 0 | 1,325 |
Recorded in other assets - net | ||
Derivative [Line Items] | ||
Total net (liability) asset derivatives designated as hedging instruments | 0 | 542 |
Recorded in other current liabilities | ||
Derivative [Line Items] | ||
Total net (liability) asset derivatives designated as hedging instruments | $ (143) | $ 0 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) | Sep. 27, 2019 | Feb. 27, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 29, 2017 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 26, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based compensation expense | $ 938,000 | $ 944,000 | $ 2,609,000 | $ 1,727,000 | ||||||
Restricted stock units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | |||||||
Statutory tax withholding (in shares) | 392,115 | 2,837 | ||||||||
Shares expected to vest (in shares) | 2,103,937 | |||||||||
Weighted-average grant date fair value, expected to vest (in dollars per share) | $ 2.05 | |||||||||
Weighted average remaining contractual term | 1 year 8 months 12 days | |||||||||
RSU awards outstanding (in shares) | 2,518,736 | 2,518,736 | 2,518,736 | 3,150,000 | ||||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 2.60 | |||||||||
Restricted stock units | Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSU awards outstanding (in shares) | 414,799 | 414,799 | 414,799 | |||||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 4.25 | |||||||||
Adjusted EBITDA vesting awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock incentive plan, accelerated expense | $ 500,000 | |||||||||
Awards vested in the period (in shares) | 303,030 | |||||||||
RSU awards outstanding (in shares) | 1,486,000 | 1,486,000 | 1,486,000 | 908,000 | ||||||
Weighted-average grant date fair value, vested (in dollars per share) | $ 1.64 | |||||||||
Performance period | 3 years | 3 years | ||||||||
Performance period, term | 30 days | |||||||||
Adjusted EBITDA vesting awards | 2019 Grant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 0 | $ 0 | $ 0 | |||||||
Estimated payout percent | 0.00% | 100.00% | ||||||||
Target shares for calculation of compensation expense (in shares) | 0 | 0 | 0 | 613,000 | ||||||
Share-based compensation expense | $ 100,000 | |||||||||
Adjusted EBITDA vesting awards | 2017 Grant | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 200,000 | $ 200,000 | $ 200,000 | |||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 6 months | |||||||||
Estimated payout percent | 80.00% | 100.00% | ||||||||
Target shares for calculation of compensation expense (in shares) | 697,744 | 697,744 | 697,744 | 872,180 | ||||||
Share-based compensation expense | $ 100,000 | |||||||||
Adjusted EBITDA vesting awards | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share units awarded (in percent) | 0.00% | |||||||||
Number of performance shares awarded, target performance threshold percentage | 0.00% | |||||||||
Adjusted EBITDA vesting awards | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share units awarded (in percent) | 100.00% | |||||||||
Number of performance shares awarded, target performance threshold percentage | 100.00% | |||||||||
2014 Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Capital shares reserved for future issuance (in shares) | 3,473,435 | |||||||||
Capital shares reserved for future issuance, increase (decrease) (in shares) | 4,000,000 | |||||||||
Common stock shares available for grant (in shares) | 1,252,915 | 1,252,915 | 1,252,915 | |||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ 3,400,000 | $ 3,400,000 | $ 3,400,000 | |||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 7 months 6 days |
Share-Based Compensation (Compe
Share-Based Compensation (Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 938 | $ 944 | $ 2,609 | $ 1,727 |
Total income tax benefit recognized from continuing and discontinued operations | 210 | 234 | 513 | 428 |
Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 357 | 846 | 1,825 | 1,560 |
Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 581 | 98 | 784 | 167 |
Restricted stock units | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 525 | 742 | 1,717 | 1,252 |
Adjusted EBITDA vesting awards | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ (168) | $ 104 | $ 108 | $ 308 |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted and Performance Share Unit Activity) (Details) | 9 Months Ended |
Sep. 27, 2019$ / sharesshares | |
Restricted stock units | |
Units (thousands) | |
Nonvested, beginning balance (in shares) | shares | 3,150,000 |
Granted (in shares) | shares | 985,000 |
Issued (in shares) | shares | (1,487,000) |
Deferred (in shares) | shares | 126,000 |
Forfeited (in shares) | shares | (255,000) |
Nonvested, ending balance (in shares) | shares | 2,518,736 |
Weighted-Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 2.89 |
Granted (in dollars per share) | $ / shares | 1.36 |
Issued (in dollars per share) | $ / shares | 2.60 |
Deferred (in dollars per share) | $ / shares | 1.60 |
Forfeited (in dollars per share) | $ / shares | 2.77 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 2.42 |
Adjusted EBITDA vesting awards | |
Units (thousands) | |
Nonvested, beginning balance (in shares) | shares | 908,000 |
Granted (in shares) | shares | 705,000 |
Issued (in shares) | shares | (50,000) |
Deferred (in shares) | shares | 0 |
Forfeited (in shares) | shares | (77,000) |
Nonvested, ending balance (in shares) | shares | 1,486,000 |
Weighted-Average Grant-Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 1.30 |
Granted (in dollars per share) | $ / shares | 1.64 |
Issued (in dollars per share) | $ / shares | 1.64 |
Deferred (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 1.52 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 1.44 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 |
Basic and diluted net (loss) income per share | |||||
Net loss per share from continuing operations (in dollars per share) | $ (1.08) | $ (0.18) | $ (1.82) | $ (0.46) | |
Net (loss) income per share from discontinued operations (in dollars per share) | (0.11) | (0.01) | (0.15) | 0.15 | |
Basic and diluted (in dollars per share) | $ (1.19) | $ (0.19) | $ (1.97) | $ (0.32) | |
Numerator: | |||||
Net loss from continuing operations | $ (30,046) | $ (4,284) | $ (49,209) | $ (9,538) | |
Less: Accretion of dividends on preferred stock and redemption premium | 845 | 781 | 2,485 | 3,274 | |
Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium | (30,891) | (5,065) | (51,694) | (12,812) | |
Net (loss) income from discontinued operations, net of tax | (3,121) | (174) | (4,130) | 4,087 | |
Net loss allocable to common shareholders of Jason Industries | $ (34,012) | $ (5,239) | $ (55,824) | $ (8,725) | |
Denominator: | |||||
Basic and diluted weighted-average shares outstanding (in shares) | 28,632,000 | 27,683,000 | 28,348,000 | 27,565,000 | |
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 8,039,000 | 21,630,000 | 16,890,000 | 20,577,000 | |
Warrant exercise price (USD per share) | $ 12 | $ 12 | |||
Series A Preferred Stock | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Preferred stock, shares declared (in shares) | 843 | 843 | |||
Shares issued upon conversion (in shares) | 81.18 | ||||
Warrants to purchase Jason Industries common stock | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 154,000 | 13,994,000 | 9,329,000 | 13,994,000 | |
Conversion of Series A 8% Perpetual Convertible Preferred | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,473,000 | 3,212,000 | 3,407,000 | 3,222,000 | |
Conversion of Series A 8% Perpetual Convertible Preferred | Series A Preferred Stock | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Interest rate (in percentage) | 8.00% | 8.00% | |||
Restricted stock units | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 2,839,000 | 3,119,000 | 2,780,000 | 2,052,000 | |
Performance share units | |||||
Weighted average number of anti-dilutive shares excluded from denominator: | |||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 1,573,000 | 1,305,000 | 1,374,000 | 1,309,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Aug. 30, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||||
Effective income tax rate | 13.50% | 25.10% | 9.90% | 22.50% | ||
Net discrete benefit | $ (3,300,000) | $ (300,000) | $ (3,200,000) | $ (900,000) | ||
Unrecognized tax benefits | 2,300,000 | 2,300,000 | $ 2,100,000 | |||
Taxable gain | $ 24,900,000 | $ (14,000) | $ 88,000 | $ (18,000) | $ (94,000) |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity (Schedule of Accumulated Other Comprehensive (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ (28,115) | $ 5,272 | $ (7,783) | $ 5,684 | ||
Cumulative impact of accounting changes | $ 776 | $ 384 | ||||
Other comprehensive loss before reclassifications | (3,309) | (591) | (4,930) | (1,236) | ||
Amounts reclassified from accumulated other comprehensive loss | (1,201) | (99) | (1,714) | (29) | ||
Ending balance | (64,907) | 1,065 | (64,907) | 1,065 | ||
Total | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (25,705) | (20,763) | (23,571) | (20,062) | ||
Cumulative impact of accounting changes | (126) | |||||
Ending balance | (30,215) | (21,453) | (30,215) | (21,453) | ||
Employee retirement plan adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (1,801) | (1,645) | (1,831) | (1,517) | ||
Cumulative impact of accounting changes | (137) | |||||
Other comprehensive loss before reclassifications | 0 | 0 | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss | 15 | 4 | 45 | 13 | ||
Ending balance | (1,786) | (1,641) | (1,786) | (1,641) | ||
Foreign currency translation adjustments | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (23,765) | (21,190) | (23,151) | (18,596) | ||
Cumulative impact of accounting changes | 0 | |||||
Other comprehensive loss before reclassifications | (3,444) | (879) | (4,058) | (3,473) | ||
Amounts reclassified from accumulated other comprehensive loss | (1,112) | 0 | (1,112) | 0 | ||
Ending balance | (28,321) | (22,069) | (28,321) | (22,069) | ||
Foreign currency translation adjustments | Disposal of U.K. Entities | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive loss | (800) | |||||
Foreign currency translation adjustments | Disposal of North American Fiber Solutions Business | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Amounts reclassified from accumulated other comprehensive loss | (300) | |||||
Net unrealized gains on cash flow hedges | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | (139) | 2,072 | 1,411 | 51 | ||
Cumulative impact of accounting changes | $ 11 | |||||
Other comprehensive loss before reclassifications | 135 | 288 | (872) | 2,237 | ||
Amounts reclassified from accumulated other comprehensive loss | (104) | (103) | (647) | (42) | ||
Ending balance | $ (108) | $ 2,257 | $ (108) | $ 2,257 |
Shareholders' (Deficit) Equit_3
Shareholders' (Deficit) Equity (Schedule of Dividends on Series A Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 01, 2019 | Apr. 01, 2019 | Jan. 01, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Dec. 31, 2018 |
Class of Stock [Line Items] | ||||||||
Total Dividends Paid | $ 2 | $ 3 | $ 7 | $ 8 | ||||
Preferred Shares Issued (in shares) | 794 | 43,090 | 43,090 | 40,612 | ||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | |||||
Total Dividends Paid | $ 828 | $ 812 | $ 796 | |||||
Preferred Shares Issued (in shares) | 826 | 809 | 794 |
Shareholders' (Deficit) Equit_4
Shareholders' (Deficit) Equity (Narrative) (Details) - USD ($) | Sep. 01, 2019 | Aug. 01, 2019 | Jan. 22, 2018 | Sep. 27, 2019 | Sep. 28, 2018 |
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 0 | $ 12,136,000 | |||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Dividend amount per share (in dollars per share) | $ 20 | ||||
Preferred stock, shares declared (in shares) | 843 | 843 | |||
Dividends declared | $ 800,000 | ||||
Dividends declared for Shareholder Rights Agreement (in shares) | 1 | ||||
Shares issued upon conversion, inducement offer (in shares) | 115 | ||||
Shares issued upon conversion (in shares) | 81.18 | ||||
Series A Junior Participating Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Number of securities called by each right (in shares) | 0.001 | ||||
Purchase price for a share of Series A Junior Participating Preferred Stock (USD per share) | $ 5 | ||||
Exercise period, 10 days after the public announcement that a person or group has become an Acquiring Person by obtaining beneficial ownership of 30% or more of the Company's outstanding common stock | 10 days | ||||
Exercise period, 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person | 10 days | ||||
Preferred Stock | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 12,136 | ||||
Common Stock | Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Exchange of preferred stock for common stock of Jason Industries, Inc. | $ 1,395,640 | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Ownership percentage | 30.00% |
Business Segments, Geographic_3
Business Segments, Geographic and Customer Information (Narrative) (Details) - segment | 3 Months Ended | 12 Months Ended |
Mar. 29, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 3 | 4 |
Number of reportable segments | 3 | 4 |
Business Segments, Geographic_4
Business Segments, Geographic and Customer Information (Reporting Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 85,610 | $ 107,029 | $ 296,654 | $ 355,440 |
Industrial | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 48,859 | 51,016 | 153,589 | 160,448 |
Engineered Components | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 36,751 | $ 56,013 | $ 143,065 | $ 194,992 |
Business Segments, Geographic_5
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | Aug. 30, 2019 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Interest expense | $ (8,180) | $ (8,326) | $ (24,738) | $ (24,709) | |
Impairment charges | (20,597) | 0 | (20,597) | 0 | |
Gain (Loss) on disposal of property, plant and equipment - net | $ 24,900 | (14) | 88 | (18) | (94) |
Restructuring | (1,277) | (298) | (3,795) | (1,245) | |
Corporate transaction-related expenses | 373 | 0 | |||
Share-based compensation | (2,609) | (1,728) | |||
Loss from continuing operations before income taxes | (34,737) | (5,719) | (54,633) | (12,311) | |
Operating Segments | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Total segment Adjusted EBITDA | 6,428 | 13,729 | 28,484 | 49,402 | |
Interest expense | (157) | (212) | (476) | (656) | |
Depreciation and amortization | (6,823) | (7,007) | (22,103) | (23,378) | |
Impairment charges | (20,597) | 0 | (20,597) | 0 | |
Gain (Loss) on disposal of property, plant and equipment - net | (14) | 88 | (18) | (94) | |
Restructuring | (1,277) | (298) | (3,631) | (1,245) | |
Integration and other restructuring costs | (323) | 0 | (621) | (1,068) | |
Loss from continuing operations before income taxes | (22,763) | 6,300 | (18,962) | 22,961 | |
Operating Segments | Industrial | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Total segment Adjusted EBITDA | 5,004 | 7,579 | 17,772 | 23,815 | |
Operating Segments | Engineered Components | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Total segment Adjusted EBITDA | 1,424 | 6,150 | 10,712 | 25,587 | |
Corporate | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
General and administrative expenses | (3,347) | (2,949) | (8,175) | (9,339) | |
Interest expense | (8,023) | (8,114) | (24,262) | (24,053) | |
Depreciation and amortization | (150) | (110) | (463) | (320) | |
Restructuring | 0 | 0 | (164) | 0 | |
Corporate transaction-related expenses | 28 | 0 | 670 | 0 | |
Integration and other restructuring costs | (69) | 0 | (112) | 0 | |
Share-based compensation | $ (357) | $ (846) | $ (1,825) | $ (1,560) |
Business Segments, Geographic_6
Business Segments, Geographic and Customer Information (Assets by Segment) (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ 433,690 | $ 503,597 |
Total segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets held for sale | 0 | 110,040 |
Consolidated total assets | 355,201 | 375,594 |
Total segments | Industrial | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 236,497 | 230,185 |
Total segments | Engineered Components | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | 118,704 | 145,409 |
Corporate and eliminations | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Consolidated total assets | $ 78,489 | $ 17,963 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 27, 2019 | Dec. 31, 2018 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 342.4 | $ 387.4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 27, 2019USD ($)site | Dec. 31, 2018USD ($)site |
Commitments and Contingencies Disclosure [Abstract] | ||
Reserve for environmental loss contingencies | $ | $ 1 | $ 1 |
Number of sites with reserves for environmental matters | site | 1 | 1 |