Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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(g) Security | Common Stock, $0.0001 par value per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 12.2 | ||
Entity Common Stock, Shares Outstanding | 28,508,977 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2020 Annual Meeting of Shareholders (the “2020 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K. The 2020 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Entity Central Index Key | 0001579252 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | The Company is filing this Amendment to its previously filed Annual Report on Form 10-K filed on March 2, 2020 to restate its financial statements for the year ended December 31, 2019. This Amendment No. 1 amends and restates the previously filed Annual Report in its entirety. Except to reflect the revision of typographical errors, the information in the Annual Report and this Amendment has not been updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since March 2, 20120, the date the Form 10-K was filed. Accordingly, except solely with regard to the revision of typographical errors, all information in this Amendment speaks only as of March 2, 2020. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Financial Position [Abstract] | |||
Net sales | $ 337,897 | $ 367,959 | $ 382,096 |
Cost of goods sold | 263,291 | 277,852 | 295,076 |
Gross profit | 74,606 | 90,107 | 87,020 |
Selling and administrative expenses | 78,200 | 78,752 | 77,611 |
Loss (gain) on disposals of property, plant and equipment-net | 303 | (1,318) | (320) |
Restructuring | 3,954 | 877 | 2,475 |
Operating (loss) income | (7,851) | 11,796 | 7,254 |
Interest expense-net | (32,978) | (33,277) | (32,951) |
Gain on extinguishment of debt | 0 | 0 | 2,201 |
Equity income | 316 | 1,024 | 952 |
Loss on divestiture | 0 | 0 | (8,730) |
Other income-net | 1,098 | 758 | 258 |
Loss from continuing operations before income taxes | (39,415) | (19,699) | (31,016) |
Tax provision (benefit) | 4,016 | (5,046) | (15,614) |
Net loss from continuing operations | (43,431) | (14,653) | (15,402) |
Net (loss) income from discontinued operations, net of tax | (38,177) | 1,493 | 10,929 |
Net loss | (81,608) | (13,160) | (4,473) |
Less net gain (loss) attributable to noncontrolling interests | 0 | 0 | 5 |
Net loss attributable to Jason Industries | (81,608) | (13,160) | (4,478) |
Accretion of preferred stock dividends and redemption premium | 3,347 | 4,070 | 3,783 |
Net loss allocable to common shareholders of Jason Industries | $ (84,955) | $ (17,230) | $ (8,261) |
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) | $ (1.64) | $ (0.68) | $ (0.74) |
Net (loss) income per share from discontinued operations (in dollars per share) | (1.34) | 0.06 | 0.42 |
Basic and diluted net loss per share (in dollars per share) | $ (2.98) | $ (0.62) | $ (0.32) |
Weighted average number of common shares outstanding: | |||
Basic and diluted (in shares) | 28,484 | 27,595 | 26,082 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (81,608) | $ (13,160) | $ (4,473) |
Other comprehensive (loss) income: | |||
Employee retirement plan adjustments, net of tax | (401) | (177) | 373 |
Foreign currency translation adjustments | (3,062) | (4,555) | 10,542 |
Net change in unrealized (losses) gains on cash flow hedges, net of tax | (1,609) | 1,349 | 1,317 |
Total other comprehensive (loss) income | (5,072) | (3,383) | 12,232 |
Comprehensive (loss) income | (86,680) | (16,543) | 7,759 |
Less: Comprehensive income attributable to noncontrolling interests | 0 | 0 | 43 |
Comprehensive (loss) income attributable to Jason Industries | $ (86,680) | $ (16,543) | $ 7,716 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Pension and other benefit plans, tax | $ (230) | $ (66) | $ 73 |
Cash flow hedges, tax | $ (518) | $ 436 | $ 814 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 84,526 | $ 46,698 |
Accounts receivable - net of allowances for doubtful accounts of $1,106 and $1,073 at 2019 and 2018, respectively | 33,085 | 36,213 |
Inventories - net | 49,943 | 49,475 |
Deferred income taxes | 1,281 | 1,064 |
Other current assets | 7,433 | 5,582 |
Current assets held for sale | 0 | 58,171 |
Total current assets | 174,987 | 196,139 |
Property, plant and equipment - net | 70,276 | 75,166 |
Right-of-use operating lease assets | 20,910 | |
Goodwill | 45,684 | 44,065 |
Other intangible assets - net | 64,590 | 69,700 |
Other assets - net | 10,654 | 11,287 |
Noncurrent assets held for sale | 0 | 107,240 |
Total assets | 387,101 | 503,597 |
Current liabilities | ||
Current portion of long-term debt | 5,800 | 5,687 |
Current portion of operating lease liabilities | 4,275 | |
Accounts payable | 22,914 | 30,421 |
Accrued compensation and employee benefits | 8,551 | 11,954 |
Accrued interest | 79 | 89 |
Other current liabilities | 13,783 | 13,161 |
Current liabilities held for sale | 0 | 24,551 |
Total current liabilities | 55,402 | 85,863 |
Long-term debt | 378,950 | 386,101 |
Long-term operating lease liabilities | 19,136 | |
Deferred income taxes | 7,534 | 17,613 |
Other long-term liabilities | 16,938 | 18,436 |
Noncurrent liabilities held for sale | 0 | 3,367 |
Total liabilities | 477,960 | 511,380 |
Commitments and Contingencies (Note 17) | ||
Shareholders’ (Deficit) Equity | ||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 43,950 shares issued and outstanding at December 31, 2019, including 860 shares declared on November 3, 2019 and issued on January 1, 2020, and 40,612 shares issued and outstanding at December 31, 2018, including 794 shares declared on November 1, 2018 and issued on January 1, 2019) | 43,950 | 40,612 |
Common stock, $0.0001 par value (120,000,000 shares authorized, 28,508,977 shares issued and outstanding at December 31, 2019 and 27,394,978 shares issued and outstanding at December 31, 2018) | 3 | 3 |
Additional paid-in capital | 155,023 | 155,533 |
Retained deficit | (261,192) | (180,360) |
Accumulated other comprehensive loss | (28,643) | (23,571) |
Total shareholders’ (deficit) equity | (90,859) | (7,783) |
Total liabilities and shareholders’ (deficit) equity | $ 387,101 | $ 503,597 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,106 | $ 1,073 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 43,950 | 40,612 |
Preferred stock, shares outstanding (in shares) | 43,950 | 40,612 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 28,508,977 | 27,394,978 |
Common stock, shares outstanding (in shares) | 28,508,977 | 27,394,978 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Shareholders’ (Deficit) Equity Attributable to Jason Industries, Inc. | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2016 | 46 | 24,802 | ||||||
Beginning balance at Dec. 31, 2016 | $ (3,142) | $ 45,899 | $ 2 | $ 144,666 | $ (163,232) | $ (30,372) | $ (3,037) | $ (105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared (in shares) | 4 | |||||||
Dividends declared | (17) | $ 3,766 | (3,783) | (17) | ||||
Share-based compensation (in shares) | 106 | |||||||
Share-based compensation | 1,119 | 1,119 | 1,119 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (26) | |||||||
Tax withholding related to vesting of restricted stock units | (35) | (35) | (35) | |||||
Net loss | (4,473) | (4,478) | (4,478) | 5 | ||||
Employee retirement plan adjustments, net of tax | 373 | 373 | 373 | |||||
Foreign currency translation adjustments | 10,542 | 10,506 | 10,506 | 36 | ||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 1,317 | 1,315 | 1,315 | 2 | ||||
Exchange of common stock (in shares) | 1,084 | |||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 62 | $ 1 | 1,821 | (1,884) | (62) | 62 | ||
Ending balance (in shares) at Dec. 31, 2017 | 50 | 25,966 | ||||||
Ending balance at Dec. 31, 2017 | 5,684 | $ 49,665 | $ 3 | 143,788 | (167,710) | (20,062) | 5,684 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative impact of accounting changes | 384 | 510 | (126) | 384 | ||||
Beginning balance (in shares) at Dec. 31, 2017 | 50 | 25,966 | ||||||
Beginning balance at Dec. 31, 2017 | 5,684 | $ 49,665 | $ 3 | 143,788 | (167,710) | (20,062) | 5,684 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared (in shares) | 3 | |||||||
Dividends declared | (10) | $ 3,083 | (3,093) | (10) | ||||
Share-based compensation (in shares) | 36 | |||||||
Share-based compensation | 2,709 | 2,709 | 2,709 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (3) | |||||||
Tax withholding related to vesting of restricted stock units | (7) | (7) | (7) | |||||
Net loss | (13,160) | (13,160) | (13,160) | |||||
Employee retirement plan adjustments, net of tax | (177) | (177) | (177) | |||||
Foreign currency translation adjustments | (4,555) | (4,555) | (4,555) | |||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | 1,349 | 1,349 | 1,349 | |||||
Exchange of common stock (in shares) | (12) | 1,396 | ||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | $ (12,136) | 12,136 | |||||
Ending balance (in shares) at Dec. 31, 2018 | 41 | 27,395 | ||||||
Ending balance at Dec. 31, 2018 | (7,783) | $ 40,612 | $ 3 | 155,533 | (180,360) | (23,571) | (7,783) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative impact of accounting changes | (126) | |||||||
Beginning balance (in shares) at Dec. 31, 2018 | 41 | 27,395 | ||||||
Beginning balance at Dec. 31, 2018 | (7,783) | $ 40,612 | $ 3 | 155,533 | (180,360) | (23,571) | (7,783) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared (in shares) | 3 | |||||||
Dividends declared | (9) | $ 3,338 | (3,347) | (9) | ||||
Share-based compensation (in shares) | 1,530 | |||||||
Share-based compensation | 3,354 | 3,354 | 3,354 | |||||
Tax withholding related to vesting of restricted stock units (in shares) | (416) | |||||||
Tax withholding related to vesting of restricted stock units | (517) | (517) | (517) | |||||
Net loss | (81,608) | (81,608) | (81,608) | |||||
Employee retirement plan adjustments, net of tax | (401) | (401) | (401) | |||||
Foreign currency translation adjustments | (3,062) | (3,062) | (3,062) | |||||
Net changes in unrealized gains (losses) on cash flow hedges, net of tax | (1,609) | (1,609) | (1,609) | |||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 44 | 28,509 | ||||||
Ending balance at Dec. 31, 2019 | (90,859) | $ 43,950 | $ 3 | $ 155,023 | (261,192) | $ (28,643) | (90,859) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative impact of accounting changes | $ 776 | $ 776 | $ 776 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (81,608) | $ (13,160) | $ (4,473) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation | 24,606 | 28,356 | 26,260 |
Amortization of intangible assets | 10,855 | 14,248 | 12,674 |
Amortization of deferred financing costs and debt discount | 2,994 | 2,937 | 2,943 |
Non-cash operating lease expense | 8,024 | 0 | 0 |
Impairment charges | 20,597 | 0 | 0 |
Equity income | (316) | (1,024) | (952) |
Deferred income taxes | (9,013) | (7,995) | (17,345) |
Loss (gain) on disposals of property, plant and equipment - net | 448 | (1,142) | (759) |
Gain on extinguishment of debt | 0 | 0 | (2,201) |
Non-cash impact of business divestitures and dissolutions | (12,858) | 0 | (7,798) |
Dividends from joint ventures | 728 | 833 | 0 |
Share-based compensation | 3,354 | 2,709 | 1,119 |
Net increase (decrease) in cash, net of acquisitions and dispositions, due to changes in: | |||
Accounts receivable | 7,239 | 7,454 | 6,997 |
Inventories | 4,109 | 5,750 | 3,804 |
Other current assets | (648) | 2,819 | 1,464 |
Accounts payable | (11,375) | (6,015) | (7,897) |
Accrued compensation and employee benefits | (4,409) | (2,710) | 5,946 |
Accrued interest | (9) | (187) | 98 |
Accrued income taxes | 312 | (1,221) | 473 |
Operating lease liabilities, net | (7,221) | ||
Other - net | (2,325) | (1,895) | (5,858) |
Total adjustments | 60,808 | 42,917 | 34,564 |
Net cash (used in) provided by operating activities | (20,800) | 29,757 | 30,091 |
Cash flows from investing activities | |||
Proceeds from disposals of property, plant and equipment | 2,117 | 3,531 | 8,809 |
Payments for property, plant and equipment | (11,785) | (13,753) | (15,873) |
Proceeds from divestitures, net of cash divested and liabilities assumed by buyer | 79,796 | 0 | 7,883 |
Acquisitions of business, net of cash acquired | (11,000) | 0 | 0 |
Acquisitions of patents | (42) | (152) | (104) |
Net cash provided by (used in) investing activities | 59,086 | (10,374) | 715 |
Cash flows from financing activities | |||
Payments of deferred financing costs | (331) | (649) | 0 |
Payments of First and Second Lien term loans | (8,100) | (5,600) | (21,826) |
Proceeds from other long-term debt | 4,645 | 3,387 | 8,596 |
Payments of other long-term debt | (6,362) | (7,076) | (10,816) |
Payments of finance lease obligation | (340) | 0 | 0 |
Value added tax (paid from) collected on building sale | (707) | 694 | 0 |
Other financing activities - net | (627) | (22) | (232) |
Net cash used in financing activities | (11,822) | (9,266) | (24,278) |
Effect of exchange rate changes on cash and cash equivalents | (107) | (835) | 1,498 |
Net increase in cash and cash equivalents | 26,357 | 9,282 | 8,026 |
Cash and cash equivalents, beginning of period | 58,169 | 48,887 | 40,861 |
Cash and cash equivalents, end of period | 84,526 | 58,169 | 48,887 |
Supplemental disclosure of cash flow information | |||
Interest | 30,121 | 30,687 | 30,242 |
Income taxes, net of refunds | 3,440 | 6,480 | 6,843 |
Acquisition-related transaction costs used in operating activities | 384 | 0 | 0 |
Divestiture-related transaction costs used in operating activities | 4,091 | 0 | 932 |
Non-cash lease activities: | |||
Right-of-use operating assets obtained in exchange for operating lease obligations | 3,341 | ||
Right-of-use finance assets obtained in exchange for finance lease obligations | 536 | ||
Non-cash investing activities | |||
Property, plant and equipment acquired through additional liabilities | 618 | 1,451 | 1,179 |
Non-cash financing activities: | |||
Accretion of preferred stock dividends | 2 | 2 | 6 |
Non-cash preferred stock created from dividends declared | 3 | 3 | 4 |
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | 0 | 0 | 62 |
Exchange of preferred stock for common stock of Jason Industries, Inc. | 0 | 12,136 | 0 |
Debt and pension liability assumed by buyer with divestitures | $ 2,206 | $ 0 | $ 2,950 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Description of business: Jason Industries, Inc. and its subsidiaries (collectively, the “Company”) is a global industrial manufacturing company with significant market share positions in each of its two segments: industrial and engineered components. The Company provides critical components and manufacturing solutions to customers across a wide range of end markets, industries and geographies through its global network of 23 manufacturing facilities and nine sales, administrative and/or warehouse facilities throughout the United States and 13 foreign countries. 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. On August 12, 2019, we announced that our Board of Directors had engaged financial advisors to advise us as we conduct a process to evaluate strategic alternatives. This evaluation includes, but is not limited to, a potential sale, strategic merger, consolidation or business combination, acquisition, recapitalization, financing consisting of equity and/or debt securities, and/or a restructuring of the Company’s debt, focused on maximizing the value of the Company for its stakeholders. Discontinued operations: The Company presents discontinued operations when there is a disposal of a component group that is considered by the Company to be a strategic shift that has a major effect on operations and financial results. The results of operations for discontinued operations are aggregated into a single line in the consolidated statements of operations for all periods presented. During 2019, the Company determined that both the North American fiber solutions business and the Metalex business within the engineered components segment met the criteria to be classified as discontinued operations. As a result, the Company’s prior period results of operations, financial position and notes to the 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 and the Metalex business have been presented as held for sale for the periods prior to the sale. On August 30, 2019 and on December 13, 2019, the Company completed the divestitures of our North American fiber solutions business and our Metalex business, respectively. Previously, on August 30, 2017, the Company completed the sale of the European fiber solutions business, which did not meet the criteria for discontinued operations presentation at the time of the divestiture. As such, the results of the European fiber solutions business are presented within continuing operations through the date of the sale. Basis of presentation: The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length 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 were comprised of the three months ended 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. Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. The estimation of excess, obsolete and unmarketable inventory is based on a variety of factors, including material or product age, estimated usage and estimated market demand. The first-in, first-out (“FIFO”) method is used to determine cost for all of the Company’s inventories. Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Amortization is recorded for other intangible assets with determinable lives. Patents, customer relationships, and trademarks and other intangible assets are amortized on a straight-line basis over their estimated useful lives of 7 years, 10 to 15 years, and 1 to 18 years, respectively. Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies and fair values based on recent comparable transactions (when available) are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. See Note 8, “Goodwill and Other Intangible Assets” for further discussion regarding the results of the Company’s goodwill impairment testing. Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the industrial segment and are accounted for using the equity method of accounting. As of December 31, 2019 and 2018, the Company’s investment in these joint ventures was $5.8 million and $6.3 million, respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. The Company recognizes a tax (provision)/benefit from share-based compensation (income)/expense in the consolidated statements of operations in the period the share-based compensation (income)/expense is incurred. See Note 12, “Share-Based Compensation” for further information regarding share-based compensation. Fair value of financial instruments: Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $297.3 million and $387.4 million as of December 31, 2019 and 2018, respectively. The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. See Note 9, “Debt and Hedging Instruments” for further information regarding derivatives held by the Company. Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded as a component of other comprehensive income and are amortized over future periods. Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive (loss) income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. See Note 9, “Debt and Hedging Instruments” for further information regarding derivatives held by the Company. Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are translated at average exchange rates. Resultant gains and losses are reflected within accumulated other comprehensive loss within the accompanying consolidated statements of shareholders’ (deficit) equity. Other comprehensive (loss) income: Other comprehensive (loss) income includes disclosure of financial information that historically has not been recognized in the calculation of net (loss) income. The Company’s other comprehensive (loss) income includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. Revenue recognition: Net sales are recognized when control of a performance obligation is transferred to the customer in an amount that reflects the consideration expected to be received in exchange for the transferred good or service. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods or delivery of the services. Amounts invoiced to customers related to shipping and handling are classified as net sales, while expenses for transportation of products to customers are recorded as a component of cost of goods sold on the consolidated statement of operations. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from net sales. As of the contract inception date, the expected time between the completion of the performance obligation and the payment from the customer is less than a year, and as such there are no significant financing components in the consideration recognized and disclosures around unsatisfied performance obligations have been omitted. The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, discounts, and product returns, among others, which are recorded as a deduction to net sales at the time when control of a performance obligation is transferred to the customer. The majority of the Company ’ s contracts are for the sale of goods that qualify as separate performance obligations that are distinct from other goods or services provided in the same contract. Transaction price inclusive of estimated variable consideration is allocated to separate performance obligations based on their relative standalone selling prices using observable inputs. When observable inputs are not available, the Company estimates standalone selling price using cost plus a reasonable margin approach. Contracts entered into with the same customer at or near the same time are combined into a single contract if they represent a single commercial objective, if payment of consideration in one contract is dependent on performance of the other contract, or if promises in different contracts constitute a single performance obligation. For the limited contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products transferred to customers at a point in time accounted for more than 99% of net sales for the year ended December 31, 2019. The Company recognizes revenue over time for certain production parts in the industrial business that are highly customized with no alternative use and for which the Company has an enforceable right to payment with a reasonable margin under the terms of the contract based on the output method of goods produced. Revenue from products transferred to customers over time accounted for less than 1% of net sales for the year ended December 31, 2019. The Company provides industry standard assurance-type warranties which ensure that the manufactured products comply with agreed upon specifications with the customers and do not represent a separate performance obligation with the customer. Warranty based accruals are established under Accounting Standards Codification (“ASC”) 460, “ Guarantees ”, based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. Insurance proceeds: The Company maintains property and business interruption insurance coverage to mitigate the risk of incremental costs and/or lost revenues or profit margins resulting from disruption of business activities, whether at our own facility or that of a supplier. The Company records the incremental costs associated with such events as incurred and the related insurance recovery proceeds when deemed probable and collectible in the case of claims for direct cost recovery and when earned and realizable in the case of claims for business interruption related to lost revenues or profit margins. The incremental costs incurred as well as any associated insurance recoveries for covered events are recorded within operating income in the consolidated statements of operations. During 2018, the Company experienced a force majeure incident at a supplier in the engineered components segment that resulted in incremental costs to maintain production and lost revenues during the disruption period. As a result of this event, the Company received $2.2 million of insurance claims proceeds which were recorded as a component of cost of goods sold within the consolidated statement of operations. 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 one ten 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. Research and development costs: Research and development costs consist of engineering and development resources and are expensed as incurred. Such costs incurred in the development of new products or significant improvements to existing products were $4.8 million in the year ended December 31, 2019, $2.4 million in the year ended December 31, 2018, and $3.3 million in the year ended December 31, 2017. Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred and were $1.1 million in the year ended December 31, 2019, $1.4 million in the year ended December 31, 2018, and $1.6 million in the year ended December 31, 2017. Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. During the years ended December 31, 2019, 2018, and 2017 the Company had no individual customers at or above 10% of consolidated net sales. At December 31, 2019 and 2018, no single customer accounted for greater than 10% of the Company’s consolidated accounts receivable balance. 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 above for discussion of the Company’s finance and operating lease obligation policy and Note 10, “Leases” for further discussion regarding the adoption of this standard effective January 1, 2019. 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 a material impact on the Company’s consolidated financial statements or the related disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires the use of an "expected loss" model on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans, and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. The standard is effective for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures, as well as the planned timing of adoption. 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 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 consolidated financial statements, as well as the planned timing of adoption. In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and improves application of and simplifies other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact that these amendments will have on the consolidated financial statements and related disclosures, as well as the planned timing of adoption. |
Discontinued Operations and Div
Discontinued Operations and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Divestitures | 2. Discontinued Operations and Divestitures North American Fiber Solutions Sale 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 “Fiber Sale Agreement”), for a purchase price of $85.0 million, subject to certain adjustments as set forth in the Fiber Sale Agreement. The purchase price was reduced by $5.0 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 as defined by the Sale Agreement, which is currently in dispute between the Company and the Motus Group. The Motus Group has proposed a working capital adjustment that results in a further purchase price reduction of $5.2 million. The Company believes this claim lacks merit and a loss for the amount subject to dispute is not probable as of December 31, 2019. 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) Less: income tax allocation due to buyer (560) Plus: preliminary working capital surplus 5 Plus: excess cash at closing 1,394 Adjusted purchase price 78,633 Less: cash divested (3,894) Less: consideration held in escrow and closing balance sheet adjustments 282 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 $5.3 million, of which $0.5 million is non-cash share-based compensation expense. Of the remaining cash transaction expenses, $3.9 million had been paid as of December 31, 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 services 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. Metalex Sale On December 13, 2019, the Company completed the sale of its Metalex business to Morton Global, LLC and MHIG LLC (collectively, “Morton Global”), pursuant to an agreement dated as of December 13, 2019, by and between two subsidiaries of the Company and Morton Global (the “Metalex Sale Agreement”), for a purchase price of $5.0 million, subject to certain adjustments as set forth in the Metalex Sale Agreement. The final purchase price is subject to a net working capital adjustment to be settled within 90 days of the closing date , which is currently in dispute between the Company and Morton Global. The Company believes this claim lacks merit and a loss for the amount subject to dispute is not probable as of December 31, 2019. Pursuant to the Metalex Sale Agreement, Morton Global is also required to cause the Company to be released from certain real property leases for which the Company is a guarantor within 90 days following the sale closing, which has not yet occurred. The following table summarizes the cash received from the sale of the Metalex business before transaction costs, income taxes and certain retained liabilities: Base purchase price $ 5,000 Plus: preliminary working capital surplus 570 Plus: cash at closing 229 Plus: income tax allocation due from buyer 139 Adjusted purchase price 5,938 Less: cash divested (229) Less: consideration held in escrow and closing balance sheet adjustments (934) Proceeds from divestiture, net of cash divested $ 4,775 Total divestiture-related costs for the sale of the Metalex business were $0.8 million, of which $0.1 million was non-cash share-based compensation expense. Of the remaining cash transaction expenses, $0.2 million had been paid as of December 31, 2019. Of the divestiture-related costs, $0.5 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 other professional services related costs which are included within selling and administrative expenses within net loss from discontinued operations. The divestitures reduced the Company’s automotive and rail market exposures, 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 industrial and engineered components segments. The Company determined that both the North American fiber solutions and Metalex businesses met the criteria to be classified as discontinued operations. As a result, the historical results of the North American fiber solutions and Metalex businesses are reflected in the Company’s consolidated financial statements as discontinued operations and assets and liabilities of the North American Fiber Solutions and Metalex businesses have been retrospectively reclassified as assets and liabilities held for sale. The following table summarizes the results of the North American fiber solutions business and the Metalex business and other costs associated with the divestitures reclassified as discontinued operations for the years ended December 31, 2019, 2018 and 2017. North American Fiber Solutions Metalex For the Years Ended For the Years Ended December 31, 2019 December 31, 2018 December 31, 2017 December 31, 2019 December 31, 2018 December 31, 2017 Net sales $ 90,516 $ 161,961 $ 183,900 $ 42,801 $ 83,028 $ 82,621 Cost of goods sold 77,495 136,461 151,596 44,945 72,355 71,096 Gross profit (loss) 13,021 25,500 32,304 (2,144) 10,673 11,525 Selling and administrative expenses 10,934 16,640 16,717 7,731 11,078 9,526 Impairment charges — — — 20,597 — — (Gain) loss on disposals of property, plant and equipment - net (4) 72 17 150 104 (455) Restructuring 1,002 2,659 457 445 922 1,334 Operating income (loss) 1,089 6,129 15,113 (31,067) (1,431) 1,120 Interest expense-net (47) (94) (76) (78) (66) (61) Loss on divestiture (3,060) — — (13,783) — — Other income (loss) - net (10) (40) — (108) (64) 63 (Loss) income before income taxes (2,028) 5,995 15,037 (45,036) (1,561) 1,122 Tax provision (benefit) 1,337 3,453 4,927 (10,224) (512) 303 Net (loss) income from discontinued operations $ (3,365) $ 2,542 $ 10,110 $ (34,812) $ (1,049) $ 819 The following table summarizes the major classes of assets and liabilities of the North American fiber solutions business and the Metalex business classified as held for sale as of December 31, 2018. North American Fiber Solutions Metalex Total Assets Current assets Cash and cash equivalents $ 11,712 $ (241) $ 11,471 Accounts receivable - net 19,234 5,112 24,346 Inventories - net 8,120 6,152 14,272 Other current assets 6,615 1,467 8,082 Total current assets held for sale 45,681 12,490 58,171 Property, plant and equipment - net 43,960 15,743 59,703 Other intangible assets - net 20,083 26,746 46,829 Other assets - net 316 392 708 Total noncurrent assets held for sale 64,359 42,881 107,240 Total assets held for sale $ 110,040 $ 55,371 $ 165,411 Liabilities Current liabilities Current portion of long-term debt $ 857 $ — $ 857 Accounts payable 12,199 4,877 17,076 Accrued compensation and employee benefits 2,087 411 2,498 Other current liabilities 3,358 762 4,120 Total current liabilities held for sale 18,501 6,050 24,551 Long-term debt 1,143 — 1,143 Deferred income taxes 112 — 112 Other long-term liabilities 1,022 1,090 2,112 Total noncurrent liabilities held for sale 2,277 1,090 3,367 Total liabilities held for sale $ 20,778 $ 7,140 $ 27,918 The current portion of long-term debt and long-term debt which were assumed by the Motus Group with the North American fiber solutions business divestiture relates to foreign debt previously held in Mexico. The following table summarizes significant cash flow disclosures for the North American fiber solutions business and the Metalex business for the years ended December 31, 2019, 2018 and 2017. For the Years Ended December 31, 2019 December 31, 2018 December 31, 2017 Depreciation $ 9,798 $ 14,035 $ 11,721 Amortization of intangible assets $ 3,428 $ 7,432 $ 5,627 Non-cash operating lease expense $ 2,964 $ — $ — Non-cash impairment charges $ 20,597 $ — $ — Share-based compensation $ 986 $ 414 $ 140 Payments for property, plant and equipment $ (2,190) $ (5,346) $ (7,512) Non-cash impact of business divestitures and dissolutions $ 13,716 $ — $ — Debt and pension liability assumed by buyer with divestiture $ 2,206 $ — $ — Acoustics Europe Divestiture On August 30, 2017, the Company completed the divestiture of its European operations within the fiber solutions segment located in Germany (“Acoustics Europe”) for a net purchase price of $8.1 million, which included cash of $0.2 million, long-term debt assumed by the buyer of $3.0 million and other purchase price adjustments. The divestiture resulted in an $8.7 million pre-tax loss. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. 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 now being 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 had been paid as of December 31, 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 consolidated financial statements from April 1, 2019, the date of the acquisition. The Company has recorded the 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 purchase price allocation is as follows: 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 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 allocation of the purchase price is based on the valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets reflect the final valuations. The 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 costs that were expensed in the year ended December 31, 2019. These costs are included as selling and administrative expenses in the consolidated statements of operations. During the year ended December 31, 2019, $14.4 million of net sales from Schaffner were included in the Company’s consolidated statements of operations. 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 consolidated statements of operations. |
Net Sales
Net Sales | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | 4. Net Sales Adoption of ASU 2014-09, “Revenue From Contracts With Customers” On January 1, 2018, the Company adopted ASU 2014-09, “ Revenue From Contracts with Customers ” and all related amendments using the modified retrospective method. Subsequent to the date of adoption, the Company recognizes revenue in accordance with ASC 606, “ Revenue From Contracts With Customers .” Prior to January 1, 2018, the Company recognized revenue in accordance with ASC 605, “ Revenue Recognition ” and prior period results continue to be reported under the accounting standards in effect for those periods. The cumulative impact of adopting the new standard on the consolidated financial statements was recorded as a decrease to the opening retained deficit of $0.1 million as of January 1, 2018. Refer to Note 1, “Summary of Significant Accounting Policies” for a description of the Company’s revenue recognition accounting policy. Revenue Disaggregation 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 for which the Company recognizes net sales over time. For these sales, the Company has an enforceable right to payment with a reasonable margin under the terms of the agreement. Revenue from products transferred to customers over time accounted for approximately 1% of industrial net sales for the years ended December 31, 2019 and 2018. The engineered components segment operates principally as a 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 for 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: For the Year Ended December 31, 2019 Industrial Engineered Components Total United States $ 77,529 $ 136,072 $ 213,601 Germany 76,273 — 76,273 Rest of Europe 34,535 — 34,535 Mexico 9,074 11 9,085 Other 4,106 297 4,403 Total $ 201,517 $ 136,380 $ 337,897 For the Year Ended December 31, 2018 Industrial Engineered Components Total United States $ 68,384 $ 154,223 $ 222,607 Germany 89,247 — 89,247 Rest of Europe 37,317 6,099 43,416 Mexico 8,762 — 8,762 Other 3,927 — 3,927 Total $ 207,637 $ 160,322 $ 367,959 The Company disaggregates net sales by sales channel as either direct or distribution net sales. Direct net sales are defined as net sales ordered by and sold directly to the end customer without the involvement of a third party. For our OEM customers, direct sales include certain spare parts and accessories which are intended for resale to end consumers. Distribution net sales are defined as net sales ordered by and sold to a third party that intends to resell the products to the end consumer. The following table summarizes net sales disaggregated by sales channel and reportable segment: For the Year Ended December 31, 2019 Industrial Engineered Components Total Direct $ 108,918 $ 131,802 $ 240,720 Distribution 92,599 4,578 97,177 Total $ 201,517 $ 136,380 $ 337,897 For the Year Ended December 31, 2018 Industrial Engineered Components Total Direct $ 112,047 $ 156,311 $ 268,358 Distribution 95,590 4,011 99,601 Total $ 207,637 $ 160,322 $ 367,959 |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 5. Restructuring Costs On March 1, 2016, as part of a strategic review of organizational structure and operations, the Company announced a global cost reduction and restructuring program (the “2016 program”). The 2016 program, as used herein, refers to costs related to various restructuring activities across business segments. This includes entering into severance and termination agreements with employees and footprint rationalization activities, including exit and relocation costs for the consolidation and closure of plant facilities and lease termination costs. These activities were ongoing throughout the years ended December 31, 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, restructuring costs primarily include activities which align with our strategic initiatives of continued footprint rationalization and margin expansion. Such activities are typically identified by management as part of the annual strategic planning process, with priority assigned to those that maximize the financial return for the Company. In the first quarter of 2019, additional restructuring activities resulting in one-time employee termination benefits were identified upon a review of the Company’s organizational structure resulting in certain strategic leadership changes as well as in response to end market decline in the industrial segment. Additionally, with the acquisition of Schaffner Manufacturing Company, Inc. on April 1, 2019, further footprint rationalization activities were identified during the due diligence process which were executed upon throughout the remainder of 2019. 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 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 year ended December 31, 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 year ended December 31, 2018 primarily include charges related to the closure of the U.K. plant within the engineered components segment, partially offset by a reduction in expense as a result of the statute of limitations expiring on unasserted employment matter claims in Brazil within the industrial segment. The other costs incurred under the 2016 program for the year ended December 31, 2017 primarily include charges related to the exit costs for the wind down of the industrial segment’s facility in Brazil and the consolidation of two U.S. plants within the industrial segment. The 2016 Program is considered complete and no additional costs are expected to be incurred as part of the program. 2016 Program Industrial Engineered Components Corporate Total Restructuring charges - year ended December 31, 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 - year ended December 31, 2018: Severance costs $ 314 $ 235 $ — $ 549 Lease termination costs (1) (4) — — (4) Other costs 165 167 — 332 Total $ 475 $ 402 $ — $ 877 Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ (17) $ (9) $ 1,152 Lease termination costs (1) 88 — — 88 Other costs 1,235 — — 1,235 Total $ 2,501 $ (17) $ (9) $ 2,475 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. Industrial Engineered Components Corporate Total Cumulative restructuring charges - 2016 Program: Severance costs $ 4,744 $ 325 $ 752 $ 5,821 Lease termination costs (1) 428 — — 428 Other costs 2,443 1,523 — 3,966 Total $ 7,615 $ 1,848 $ 752 $ 10,215 The following table represents the restructuring liabilities for the 2016 program: Severance Lease termination costs (1) Other costs Total Balance - December 31, 2017 $ 901 $ 76 $ 763 $ 1,740 Current period restructuring charges 549 (4) 332 877 Cash payments (954) (70) (1,031) (2,055) Foreign currency impact (39) (2) (40) (81) 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 impact (2) — (4) (6) Balance - December 31, 2019 $ — $ — $ — $ — (1) Commencing on January 1, 2019, the Company recognizes lease termination costs in accordance with ASC 842 which addresses termination costs related to both finance 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 consolidated balance sheets. 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 $1.4 million in the future. During the year ended December 31, 2019, other costs included costs to consolidate a Schaffner facility in the industrial segment and costs to vacate a facility in the engineered components segment. Other Restructuring Actions Industrial Engineered Components Corporate Total Restructuring charges - year ended December 31, 2019: Severance costs $ 1,550 $ 31 $ (2) $ 1,579 Other costs 446 373 — 819 Total $ 1,996 $ 404 $ (2) $ 2,398 The following table represents the restructuring liabilities for other restructuring actions: Severance Other costs Total Balance - December 31, 2018 $ — $ — $ — Current period restructuring charges 1,579 819 2,398 Cash payments (858) (775) (1,633) Foreign currency translation adjustments (4) — (4) Balance - December 31, 2019 $ 717 $ 44 $ 761 At December 31, 2019, the restructuring liabilities related to other restructuring severance costs were classified as accrued compensation and employee benefits and the other costs were classified as other current liabilities on the consolidated balance sheets. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories at December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Raw material $ 23,533 $ 24,315 Work-in-process 1,864 1,918 Finished goods 24,546 23,242 Total inventories $ 49,943 $ 49,475 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment at December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Right-of-use finance lease assets (1) $ 506 $ — Land and improvements 5,407 5,457 Buildings and improvements 27,600 26,254 Machinery and equipment 108,474 101,492 Construction-in-progress 4,214 3,802 146,201 137,005 Less: Accumulated depreciation (75,925) (61,839) Property, plant and equipment, net $ 70,276 $ 75,166 (1) Commencing on January 1, 2019, the Company recognizes right-of-use finance lease assets in accordance with ASC 842. Prior to January 1, 2019, the Company recognized such assets in accordance with ASC 840. As such, the assets were recorded in buildings and improvements and machinery and equipment based on the asset’s classification. Prior period results continue to be reported under the accounting standards in effect for those periods. For the year ended December 31, 2018, the Company recorded a $1.3 million gain on disposal of property, plant and equipment - net for the sale of a building related to the closure of the engineered components segment’s U.K. facility. In connection with the sale, the Company collected $0.7 million of value-added tax which was remitted to the relevant tax authorities in the first quarter of 2019 and is included within cash flows used in financing activities within the consolidated statement of cash flows. Property, plant and equipment, net are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded in continuing operations related to property, plant and equipment, net during the years ended December 31, 2019, 2018 and 2017. Depreciation of property, plant and equipment, net from continuing operations was $14.8 million , $14.3 million , and $14.5 million for the years ended December 31, 2019, 2018 and 2017 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. Goodwill and Other Intangible Assets Goodwill Changes in the carrying amount of goodwill, all of which is within the Company’s industrial segment, were as follows: Balance as of December 31, 2017 $ 45,142 Foreign currency impact (1,077) Balance as of December 31, 2018 $ 44,065 Acquisitions (1) 2,078 Foreign currency impact (459) Balance as of December 31, 2019 $ 45,684 (1) Refer to Note 3, “Acquisition” for further discussion on the acquisition completed in the second quarter of 2019. At December 31, 2019 and December 31, 2018, accumulated goodwill impairment losses from continuing operations were $59.1 million, primarily due to $58.8 million related to the Milsco reporting unit. Fiscal 2019, 2018 and 2017 Impairment Assessments The Company performed its annual goodwill impairment tests in the fourth quarters of 2019, 2018 and 2017 and determined that the fair value of the industrial reporting unit, the only reporting unit with a recorded goodwill balance, exceeded the carrying value of the reporting unit by over 15% in each year. In connection with the goodwill impairment test, the Company engaged a third-party valuation firm to assist management with determining the fair value estimate for the reporting unit. The fair value of the reporting unit is determined using a weighted average of an income approach primarily based on the Company’s three year strategic plan, a market approach based on implied valuation multiples of public company peer groups for the reporting unit and a market approach based on recent comparable transactions (when available). Each approach was generally deemed equally relevant in determining reporting unit enterprise value, and as a result, weightings of 35 percent, 30 percent and 35 percent, respectively, were used for each. This fair value determination was categorized as Level 3 in the fair value hierarchy. In connection with obtaining an independent third-party valuation, management provided certain information and assumptions that were utilized in the fair value calculation. Significant assumptions used in determining reporting unit fair value include forecasted cash flows, revenue growth rates, adjusted EBITDA margins, weighted average cost of capital (discount rate), assumed tax treatment of a future sale of the reporting unit, terminal growth rates, capital expenditures, sales and EBITDA multiples used in the market approach, and the weighting of the income and market approaches. A change in any of these assumptions, individually or in the aggregate, or future financial performance that is below management expectations may result in the carrying value of this reporting unit exceeding its fair value, and goodwill and amortizable intangible assets could be impaired. Other Intangible Assets The Company’s other amortizable intangible assets - net consisted of the following: December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Patents $ 2,075 $ (1,368) $ 707 $ 2,038 $ (1,018) $ 1,020 Customer relationships 62,490 (20,205) 42,285 61,075 (15,922) 45,153 Trademarks and other intangibles 32,833 (11,235) 21,598 32,124 (8,597) 23,527 Total amortized other intangible assets $ 97,398 $ (32,808) $ 64,590 $ 95,237 $ (25,537) $ 69,700 Other amortizable intangible assets are evaluated for potential impairment whenever events or circumstances indicate that the carrying value may not be recoverable. There were no impairment charges recorded in continuing operations related to tangible or intangible assets during 2019, 2018 and 2017. The approximate weighted average remaining useful lives of the Company’s intangible assets a t December 31, 2019 are as follows: patents - 5.9 years; customer relationships - 9.2 years; and trademarks and other intangibles - 8.8 years. Amortization of intangible assets from continuing operations was $7.4 million , $6.8 million , and $7.0 million for the years ended December 31, 2019, 2018 and 2017 , respectively. The Company anticipates the annual amortization for each of the next five years and in aggregate thereafter to be the following: 2020 $ 7,765 2021 7,523 2022 7,350 2023 7,341 2024 6,779 Thereafter 27,832 $ 64,590 |
Debt and Hedging Instruments
Debt and Hedging Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt and Hedging Instruments | 9. Debt and Hedging Instruments The Company’s debt consisted of the following: December 31, 2019 December 31, 2018 First Lien Term Loans $ 284,440 $ 292,540 Second Lien Term Loans 89,887 89,887 Foreign debt 13,929 15,469 Finance lease obligations and other debt (1) 755 613 Total gross debt 389,011 398,509 Debt discount on Term Loans (1,739) (2,669) Deferred issuance costs on Term Loans (2,522) (4,052) Total debt 384,750 391,788 Less: Current portion (5,800) (5,687) Total long-term debt $ 378,950 $ 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 10, “Leases” for further information. Future annual maturities of long-term debt outstanding at December 31, 2019 are as follows: 2020 $ 5,800 2021 284,051 2022 92,175 2023 2,270 2024 4,013 Thereafter 702 Total future annual maturities of long term debt outstanding 389,011 Less: Debt discounts on Term Loans (1,739) Less: Deferred issuance costs on Term Loans (2,522) Total debt $ 384,750 Senior Secured Credit Facilities As of December 31, 2019, the Company’s U.S. credit facilities (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 $284.4 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 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 consolidated balance sheets. The unamortized amount of debt issuance costs as of December 31, 2019 were $2.5 million related to the First Lien Term Loans and Second Lien Term Loans and $0.5 million related to the Revolving Credit Facility. Debt issuance costs related to the First Lien Term Loans and Second Lien Term Loans are recorded in total long-term debt, and debt issuance costs related to the Revolving Credit Facility are recorded in other assets - net. These costs are amortized into interest expense over the life of the respective borrowings on a straight-line basis. The principal amount of the First Lien Term Loans amortizes in quarterly installments equal to $0.8 million, with the balance payable at maturity. At the Company’s election, the interest rate per annum applicable to the loans under the Senior Secured Credit Facilities is based on a fluctuating rate of interest determined by reference to either (i) a base rate determined by reference to the higher of (a) the administrative agent’s prime rate, (b) the federal funds effective rate plus 0.50% or (c) the Eurocurrency rate applicable for an interest period of one month plus 1.00%, plus an applicable margin equal to (x) 3.50% in the case of the First Lien Term Loans, (y) 2.25% in the case of the Revolving Credit Facility or (z) 7.00% in the case of the Second Lien Term Loans or (ii) a Eurocurrency rate determined by reference to London Interbank Offered Rate (“LIBOR”), adjusted for statutory reserve requirements, plus an applicable margin equal to (x) 4.50% in the case of the First Lien Term Loans, (y) 3.25% in the case of the Revolving Credit Facility or (z) 8.00% in the case of the Second Lien Term Loans. Borrowings are subject to a floor of 1.00% in the case of Eurocurrency loans. The applicable margin for loans under the Revolving Credit Facility may be subject to adjustment based upon Jason Incorporated’s (an indirect wholly-owned subsidiary of the Company) consolidated first lien net leverage ratio. At December 31, 2019, the interest rates on the outstanding balances of the First Lien Term Loans and Second Lien Term Loans were 6.4% and 9.9%, 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 of 4.25 to 1.00 as of December 31, 2019 (which will 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 December 31, 2019 was 7.52 to 1.00; therefore, borrowings under the Revolving Credit Facility are limited to a total of $10.0 million, which includes letters of credit in excess of $5.0 million. At December 31, 2019, the Company had letters of credit outstanding of $3.6 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 December 31, 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 $62.6 million, of which $57.6 million was remaining after permitted reinvestments as of December 31, 2019. The Company intends to continue 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. In December 2019, the Company made a voluntary prepayment of $5.0 million on the First Lien Term Loans, utilizing the proceeds from the sale of the Metalex business and from the sale of a facility within the industrial segment. In connection with the payment, the Company wrote off immaterial amounts of previously unamortized debt discount and deferred financing costs, which were recorded as additional interest expense. During 2017, the Company repurchased $20.0 million of Second Lien Term Loans for $16.8 million. In connection with the repurchase, the Company wrote off $0.4 million of previously unamortized debt discount and $0.4 million of previously unamortized deferred financing costs, which were recorded as a reduction to the gain on extinguishment of debt. The transactions resulted in a net gain of $2.4 million, which has been recorded within the consolidated statements of operations. 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. These restrictions are triggered if Jason Incorporated and its Restricted Subsidiaries do not achieve a consolidated net leverage ratio that is equal to or less than 5.25 to 1.00 on a trailing twelve-month basis calculated in accordance with the provisions of the Credit Agreements. As of December 31, 2019, the consolidated net leverage ratio for Jason Incorporated and its Restricted Subsidiaries exceeded 5.25 to 1.00; therefore, it is not currently able to distribute cash to Jason Industries, Inc. Foreign Debt The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2019 December 31, 2018 Germany $ 13,413 $ 15,002 India 516 467 Total foreign debt $ 13,929 $ 15,469 These various foreign loans are comprised of individual outstanding obligations ranging from approximately $0.2 million to $7.7 million and $0.1 million to $9.3 million as of December 31, 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 December 31, 2019. The foreign debt obligations in Germany primarily relate to term loans of $12.5 million at December 31, 2019 and $15.0 million at December 31, 2018. The German borrowings bear interest at fixed and variable rates ranging from 1.8% to 4.7% and are subject to repayment in varying amounts through 2025. In the fourth quarter of 2017, the Company utilized $2.4 million of cash received from the sale of Acoustics Europe to retire foreign debt in Germany and incurred a $0.2 million prepayment fee, which was recorded as an offset to the gain on extinguishment of debt. Interest Rate Hedge Contracts The Company is exposed to certain financial risks relating to fluctuations in interest rates. To manage exposure to such fluctuations, the Company entered into forward starting interest rate swap agreements (“Swaps”) in 2015 with notional values totaling $210.0 million at both December 31, 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 had a forward start date of December 30, 2016 and have an expiration date of June 30, 2020. As such, the Company began recognizing interest expense related to the interest rate hedge contracts in the first quarter of 2017. For the years ended December 31, 2019, 2018, and 2017 the Company recognized $0.9 million of interest income, $0.2 million of interest income, and $1.9 million of interest expense, respectively, related to the Swaps. Based on current interest rates, the Company expects to recognize interest expense of $0.3 million related to the Swaps in 2020. The fair values of the Company’s Swaps are recorded on the consolidated balance sheets with the corresponding offset recorded as a component of accumulated other comprehensive loss. The fair value of the Swaps was a net liability of $0.3 million at December 31, 2019 and a net asset of $1.9 million at December 31, 2018. See the amounts recorded on the consolidated balance sheets within the table below: December 31, 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 (260) — Total net asset derivatives designated as hedging instruments $ (260) $ 1,867 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 10. 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 ROU asset of $20.9 million and a lease liability of $23.2 million within the 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 $2.1 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 consolidated financial statements in which the Company reclassified a deferred gain from other long-term liabilities of $1.0 million, $0.8 million net of tax, to retained deficit related to a previous sale leaseback of the former Metalex Libertyville, Illinois facility. Finance and Operating Lease Obligations The Company’s components of lease expense was as follows: For the Year Ended December 31, 2019 Finance lease expense: Depreciation of right-of-use assets $ 145 Interest on lease liabilities 42 Operating lease expense (1) 6,586 Other lease expense (32) Total $ 6,741 (1) Operating lease expense includes $0.6 million of accelerated lease expense related to the planned vacating of certain facilities in the industrial and engineered components segments. 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 and interest on finance lease liabilities is recorded within interest expense on the 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: December 31, 2019 Finance Leases Property, plant and equipment - net $ 506 Current portion of long-term debt $ 417 Long-term debt 325 Total finance lease liabilities $ 742 Operating Leases Right-of-use operating lease assets $ 20,910 Current portion of operating lease liabilities $ 4,275 Long-term operating lease liabilities 19,136 Total operating lease liabilities $ 23,411 Other information related to the Company’s leases was as follows: December 31, 2019 Weighted-average remaining lease term (in years) Finance leases 2.59 Operating leases 7.19 Weighted-average discount rate Finance leases 6.7 % Operating leases 6.9 % Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 are as follows: Continuing Operations Discontinued Operations Total Operating cash flows from finance leases $ 47 $ 3 $ 50 Operating cash flows from operating leases $ 6,262 $ 4,023 $ 10,285 Financing cash flows from finance leases $ 332 $ 8 $ 340 Future minimum lease payments required under finance and operating leases for each of the next five years and thereafter are as follows : Finance Leases Operating Leases 2020 $ 450 $ 5,730 2021 136 4,790 2022 107 3,528 2023 79 2,946 2024 31 2,530 Thereafter — 10,654 Total future undiscounted lease payments 803 30,178 Less: imputed interest (61) (6,767) Total lease obligations $ 742 $ 23,411 As of December 31, 2019, the company had additional operating leases for vehicles that were signed and had not yet commenced with future minimum lease payments of $0.3 million. These operating leases are expected to commence in 2020 with lease terms between two four Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 5,768 2020 4,418 2021 3,823 2022 2,877 2023 2,362 Thereafter 10,307 $ 29,555 Total rental expense under operating leases was $6.5 million and $6.1 million for the years end December 31, 2018 and December 31, 2017, respectively. |
Leases | 10. 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 ROU asset of $20.9 million and a lease liability of $23.2 million within the 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 $2.1 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 consolidated financial statements in which the Company reclassified a deferred gain from other long-term liabilities of $1.0 million, $0.8 million net of tax, to retained deficit related to a previous sale leaseback of the former Metalex Libertyville, Illinois facility. Finance and Operating Lease Obligations The Company’s components of lease expense was as follows: For the Year Ended December 31, 2019 Finance lease expense: Depreciation of right-of-use assets $ 145 Interest on lease liabilities 42 Operating lease expense (1) 6,586 Other lease expense (32) Total $ 6,741 (1) Operating lease expense includes $0.6 million of accelerated lease expense related to the planned vacating of certain facilities in the industrial and engineered components segments. 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 and interest on finance lease liabilities is recorded within interest expense on the 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: December 31, 2019 Finance Leases Property, plant and equipment - net $ 506 Current portion of long-term debt $ 417 Long-term debt 325 Total finance lease liabilities $ 742 Operating Leases Right-of-use operating lease assets $ 20,910 Current portion of operating lease liabilities $ 4,275 Long-term operating lease liabilities 19,136 Total operating lease liabilities $ 23,411 Other information related to the Company’s leases was as follows: December 31, 2019 Weighted-average remaining lease term (in years) Finance leases 2.59 Operating leases 7.19 Weighted-average discount rate Finance leases 6.7 % Operating leases 6.9 % Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 are as follows: Continuing Operations Discontinued Operations Total Operating cash flows from finance leases $ 47 $ 3 $ 50 Operating cash flows from operating leases $ 6,262 $ 4,023 $ 10,285 Financing cash flows from finance leases $ 332 $ 8 $ 340 Future minimum lease payments required under finance and operating leases for each of the next five years and thereafter are as follows : Finance Leases Operating Leases 2020 $ 450 $ 5,730 2021 136 4,790 2022 107 3,528 2023 79 2,946 2024 31 2,530 Thereafter — 10,654 Total future undiscounted lease payments 803 30,178 Less: imputed interest (61) (6,767) Total lease obligations $ 742 $ 23,411 As of December 31, 2019, the company had additional operating leases for vehicles that were signed and had not yet commenced with future minimum lease payments of $0.3 million. These operating leases are expected to commence in 2020 with lease terms between two four Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 5,768 2020 4,418 2021 3,823 2022 2,877 2023 2,362 Thereafter 10,307 $ 29,555 Total rental expense under operating leases was $6.5 million and $6.1 million for the years end December 31, 2018 and December 31, 2017, respectively. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' (Deficit) Equity | 11. Shareholders’ (Deficit) Equity At December 31, 2019, the Company had authorized for issuance 120,000,000 shares of $0.0001 par value common stock, of which 28,508,977 shares were issued and outstanding, and had authorized for issuance 5,000,000 shares of $0.0001 par value preferred stock, of which 43,950 shares were issued and outstanding, including 860 shares declared as a dividend on November 3, 2019 and issued on January 1, 2020. Series A Preferred Stock On June 30, 2014, the Company issued 45,000 shares of Series A Preferred Stock with offering proceeds of $45.0 million and offering costs of $2.5 million. Holders of the Series A Preferred Stock are entitled to cumulative dividends at an 8.0% dividend rate per annum payable quarterly on January 1, April 1, July 1, and October 1 of each year in cash or by delivery of Series A Preferred Stock shares. Holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the years ended December 31, 2019, 2018 and 2017. Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 October 1, 2017 August 15, 2017 $20.00 $955 952 January 1, 2018 November 15, 2017 $20.00 $974 968 April 1, 2018 February 15, 2018 $20.00 $751 748 July 1, 2018 May 15, 2018 $20.00 $766 763 October 1, 2018 August 15, 2018 $20.00 $781 778 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 October 1, 2019 August 15, 2019 $20.00 $845 843 On November 3, 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 January 1, 2020 to holders of record on November 15, 2019. As of December 31, 2019, the Company has recorded the 860 additional Series A Preferred Stock shares declared for the dividend of $0.9 million within preferred stock in the consolidated balance sheets. Exchange of Preferred Stock for Common Stock of Jason Industries, Inc. On January 22, 2018, certain holders of the Company’s Series A Preferred Stock exchanged 12,136 shares of Series A Preferred Stock for 1,395,640 shares of the Company’s common stock, a conversion rate of 115 shares of common stock for each share of Series A Preferred Stock. Under the terms of the Series A Preferred Stock agreements, holders of the Series A Preferred Stock have the option to convert each share of Series A Preferred Stock into approximately 81.18 shares of the Company’s common stock, subject to certain adjustments in the conversion rate. The excess of the book value of the Series A Preferred Stock over the par value of the Company’s common stock issued in the exchange was recorded as an increase to additional paid-in capital on the consolidated balance sheets. The fair value of the redemption premium, represented by the excess of the exchange conversion rate over the agreement conversion rate, was recorded as a reduction to net loss available to common shareholders of Jason Industries within the consolidated statements of operations. Shareholder Rights Agreement On September 1, 2019, the Company’s Board of Directors adopted a Shareholder Rights Agreement (the “Rights Agreement”) between the Company and Continental Stock Transfer & Trust Company, as rights agent. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to the shareholders of record on September 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. Warrants The Company’s warrants expired on June 30, 2019 and as of December 31, 2019, the Company had no warrants outstanding. Each outstanding warrant entitled the registered holder to purchase one share of the Company’s common stock at a price of $12.00 per share. Exchange of Common Stock of JPHI Holdings, Inc. for Common Stock of Jason Industries, Inc. Following the consummation of the June 30, 2014 go public business combination, Jason became an indirect majority-owned subsidiary of the Company, with the Company then owning approximately 83.1% of JPHI Holdings Inc. (“JPHI”) and the rollover participants then owning a noncontrolling interest of approximately 16.9% of JPHI. The rollover participants received 3,485,623 shares of JPHI, which were exchangeable on a one-for-one basis for shares of common stock of the Company. In 2016, certain rollover participants exchanged 2,401,616 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 6.0 percent. In the first quarter of 2017, certain rollover participants exchanged the remaining 1,084,007 shares of JPHI stock for Company common stock, which decreased the noncontrolling interest to 0%, and no shares of JPHI stock remain outstanding as of December 31, 2019. The decreases to the noncontrolling interest as a result of the exchange resulted in an increase in both accumulated other comprehensive loss and additional paid-in capital to reflect the Company’s increased ownership in JPHI. Accumulated Other Comprehensive Loss The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee Foreign currency translation adjustments (1) Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777) $ (27,404) $ (1,191) $ (30,372) Other comprehensive income before reclassifications 365 11,394 156 11,915 Amounts reclassified from accumulated other comprehensive loss 8 (888) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113) (1,698) (73) (1,884) Balance at December 31, 2017 (1,517) (18,596) 51 (20,062) Cumulative impact of accounting changes (137) — 11 (126) Other comprehensive (loss) income before reclassifications (223) (4,555) 1,467 (3,311) Amounts reclassified from accumulated other comprehensive loss 46 — (118) (72) Balance at December 31, 2018 (1,831) (23,151) 1,411 (23,571) Other comprehensive loss before reclassifications (526) (1,950) (947) (3,423) Amounts reclassified from accumulated other comprehensive loss 125 (1,112) (662) (1,649) Balance at December 31, 2019 $ (2,232) $ (26,213) $ (198) $ (28,643) (1) Amounts reclassified from accumulated other comprehensive loss and included in loss on divestiture in the consolidated statement of operations for the year ended December 31, 2017 includes the reclassification to earnings of a foreign currency translation gain of $0.9 million from the sale of the European fiber solutions business. Amounts reclassified from accumulated other comprehensive loss and included in other income - net in the consolidated statement of operations for the year ended December 31, 2019 includes the reclassification to earnings of a 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 year ended December 31, 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. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation | 12. Share-Based Compensation The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including RSUs and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years for restricted stock awards and the performance period for performance share units. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. Share based compensation expense is reported in selling and administrative expenses in the Company’s consolidated statements of operations. 2014 Omnibus Incentive Plan In 2014, the Company’s Board of Directors and shareholders approved 3,473,435 shares of common stock to be reserved and authorized for issuance under the 2014 Omnibus Incentive Plan (the “2014 Plan”) to certain executive officers, senior management employees, and members of the Board of Directors. On February 27, 2018, the Company’s Board of Directors unanimously approved an amendment to the 2014 Plan to increase the number of authorized shares of common stock by 4,000,000 shares, which the Company’s shareholders approved on May 16, 2018. Awards under the 2014 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock awards and RSUs, performance awards, other stock-based awards, and other cash-based awards. At December 31, 2019, there were 1,252,915 shares of common stock that remained authorized and available for future grants. Share-Based Compensation Expense The Company recognized the following share-based compensation expense: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Restricted stock units $ 2,171 $ 1,896 $ 792 Adjusted EBITDA vesting awards 197 399 178 Stock Price vesting awards — — 9 Share-based compensation expense from continuing operations 2,368 2,295 979 Share-based compensation expense from discontinued operations 986 414 140 Total share-based compensation expense $ 3,354 $ 2,709 $ 1,119 Total income tax benefit recognized from continuing and discontinued operations $ 633 $ 667 $ 276 Share-based compensation expense from discontinued operations during the year ended December 31, 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, and $0.1 million of accelerated expense for 60,018 restricted and performance share units that vested upon the sale of the Metalex business. As of December 31, 2019, $2.7 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 1.4 years. The total unrecognized share-based compensation expense to be recognized in future periods as of December 31, 2019 does not consider the effect of share-based awards that may be issued in subsequent periods. General Terms of Awards The Compensation Committee of the Board of Directors has discretion to establish the terms and conditions for grants, including the number of shares, vesting and required service or other performance criteria. RSU and performance share unit awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting, or continued eligibility for vesting, upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. Dividend equivalents on common stock, if any, are accrued for RSUs and performance share units granted to employees and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the unit are delivered to the employee. All RSUs and performance share units granted to employees are payable in shares of common stock and are classified as equity awards. The rights granted to the recipient of employee RSU awards generally vest annually in equal installments on the anniversary of the grant date or in two equal installments over the restriction or vesting period, which is generally three thirty Performance share unit awards based on cumulative and average performance metrics (i.e. Adjusted EBITDA) are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 150% for those awards granted from 2014 through 2016 and from zero to 100% for those awards granted in 2017 and 2019, depending on achievement of a targeted performance metric, and are payable in common stock within a thirty Performance share unit awards based on achievement of certain established stock price targets are payable in common stock if the last sales price of the Company’s common stock equals or exceeds established stock price targets in any twenty trading days within a thirty The Company also issues RSUs as share-based compensation for members of the Board of Directors. Director RSUs vest one Restricted Stock Units The following table summarizes the restricted stock unit activity: For the Year Ended For the Year Ended For the Year Ended Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at beginning of period 3,150 $ 2.89 1,033 $ 2.84 554 $ 5.22 Granted 985 1.36 2,166 2.94 745 1.32 Issued (1,543) 2.60 (36) 3.72 (265) 4.84 Deferred 75 1.30 — — 159 3.69 Forfeited (255) 2.77 (13) 3.02 (160) 1.53 Outstanding at end of period 2,412 $ 2.34 3,150 $ 2.89 1,033 $ 2.84 As of December 31, 2019, there was $2.6 million of unrecognized share-based compensation expense related to 2,047,594 RSU awards, with a weighted-average grant date fair value of $2.04, that are expected to vest over a weighted-average period of 1.5 years. Included within the total 2,411,502 RSU awards outstanding as of December 31, 2019 are 363,908 RSU awards for members of the Company’s Board of Directors which have vested and issuance of the shares has been deferred, with a weighted-average grant date fair value of $4.02. The total fair values of shares vested during the years ended December 31, 2019, 2018 and 2017 were $4.2 million, $0.1 million and $0.3 million, respectively. The fair values of these awards were determined based on the Company’s stock price on the grant date. In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the years ended December 31, 2019, 2018 and 2017, the Company withheld 415,723 shares, 2,837 shares and 25,532 shares, respectively, to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying consolidated statements of shareholders’ (deficit) equity. Performance Share Units Adjusted EBITDA Vesting Awards The following table summarizes Adjusted EBITDA vesting award activity: For the Year Ended For the Year Ended For the Year Ended Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant Date-Fair Value Outstanding at beginning of period 908 $ 1.30 908 $ 1.30 723 $ 9.67 Granted 705 1.64 — — 1,058 1.30 Adjustment for performance results achieved (1) — — — — (708) 9.65 Vested (62) 1.64 — — — — Forfeited (78) 1.52 — — (165) 2.11 Outstanding at end of period 1,473 $ 1.44 908 $ 1.30 908 $ 1.30 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the three Adjusted EBITDA Vesting Awards - 2019 Grant During the year ended December 31, 2019, the Company granted 704,500 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three During 2019, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 601,000 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 December 31, 2019, there was no unrecognized share-based 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 During the year ended December 31, 2017, the Company granted 1,057,505 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three During 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 December 31, 2019, there was $0.1 million of unrecognized share-based compensation expense related to Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 0.3 years. Adjusted EBITDA Vesting Awards - 2014 and 2015 Grant During 2014 and 2015, 1,357,942 performance share unit awards were granted to certain executive officers and senior management employees. The awards were payable upon the achievement of certain established cumulative Adjusted EBITDA performance targets over a three Stock Price Vesting Awards As of December 31, 2019, the stock price vesting awards are no longer outstanding as the award period expired on June 30, 2017 with no awards vesting. ROIC Vesting Awards As of December 31, 2019, the Average Return on Invested Capital vesting awards are no longer outstanding as the award period expired on December 31, 2018 with no awards vesting. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 13. 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, convertible preferred stock, and certain rollover shares of JPHI convertible into shares of Jason Industries. The reconciliation of the numerator and denominator of the basic and diluted loss per share calculation and the anti-dilutive shares is as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 (share amounts in thousands) Basic and diluted net (loss) income per share Net loss per share from continuing operations $ (1.64) $ (0.68) $ (0.74) Net (loss) income per share from discontinued operations (1.34) 0.06 0.42 Basic and diluted net loss per share $ (2.98) $ (0.62) $ (0.32) Numerator: Net loss from continuing operations $ (43,431) $ (14,653) $ (15,402) Less: net gain attributable to noncontrolling interests — — 5 Less: Accretion of dividends on preferred stock and redemption premium 3,347 4,070 3,783 Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium (46,778) (18,723) (19,190) Net (loss) income from discontinued operations, net of tax (38,177) 1,493 10,929 Net loss allocable to common shareholders of Jason Industries $ (84,955) $ (17,230) $ (8,261) Denominator: Basic and diluted weighted-average shares outstanding 28,484 27,595 26,082 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 6,901 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,442 3,235 3,858 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — — 59 Restricted stock units 2,702 2,331 796 Performance share units 1,402 1,307 1,379 Total 14,447 20,867 20,086 (1) Public warrants (“warrants”) consisted 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 860 additional Series A Preferred Stock shares from a stock dividend declared on November 3, 2019 to be paid in additional shares of Series A Preferred Stock on January 1, 2020. The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each one preferred share. (3) Includes the impact of the exchange by certain rollover participants of their JPHI stock for Company common stock in the first quarter of 2017. Such rollover shares were contributed by former owners and management of Jason Partners Holdings Inc. prior to the Company’s acquisition of JPHI. Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period. Due to losses 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 | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes On December 22, 2017, the President of the United States signed into law the Tax Reform Act. The legislation significantly changed U.S. tax law by lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries, among others. The Tax Reform Act also added many new provisions including changes to bonus depreciation and the deductions for executive compensation and interest expense. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax liabilities at December 31, 2017 and recognized a provisional $11.1 million tax benefit in the Company’s consolidated statements of operations for the year ended December 31, 2017. The Tax Reform Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits through the year ended December 31, 2017. The Company had an estimated $54.5 million of undistributed foreign earnings and profits subject to the deemed mandatory repatriation and recognized a provisional $5.3 million of income tax expense in the Company’s consolidated statements of operations for the year ended December 31, 2017. After the utilization of existing net operating loss carryforwards, the Company did not incur any U.S. federal cash taxes resulting from the deemed mandatory repatriation. While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes the global intangible low-taxed income (“GILTI”) provisions that require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. GAAP allows companies to make an accounting election to either treat taxes due on future GILTI inclusions in U.S. taxable income as current period expense when incurred (“period cost method”) or factor such amounts into the measurement of its deferred taxes (“deferred method”). The Company has elected to use the period cost method. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included those estimated amounts in its consolidated financial statements for the year ended December 31, 2017. During the year ended December 31, 2018, the Company finalized the accounting for these items and recorded an adjustment to reduce the amount of income tax expense attributable to the deemed mandatory repatriation of foreign subsidiary earnings and profits by $0.5 million. The final adjustment required to revalue net deferred tax liabilities was immaterial. The consolidated loss from continuing operations before income taxes consisted of the following: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Domestic $ (40,169) $ (28,793) $ (31,880) Foreign 754 9,094 864 Loss from continuing operations before income taxes $ (39,415) $ (19,699) $ (31,016) The tax provision (benefit) from continuing operations included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Current Federal $ 106 $ 53 $ 208 State 75 53 (125) Foreign 2,008 2,527 3,405 Total current income tax provision 2,189 2,633 3,488 Deferred Federal 581 (6,112) (16,916) State 2,428 (597) (1,142) Foreign (1,182) (970) (1,044) Total deferred income tax provision (benefit) 1,827 (7,679) (19,102) Total income tax provision (benefit) $ 4,016 $ (5,046) $ (15,614) The tax provision (benefit) from continuing operations included within the consolidated statements of operations differs from the amounts computed by applying the Federal income tax rate to loss before income taxes. A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Tax at Federal statutory rate 21.0 % 21.0 % 35.0 % State taxes - net of Federal benefit 1.8 6.5 3.3 Research and development incentives 1.2 2.1 0.6 Foreign rate differential 0.8 (1.7) 0.6 Valuation allowances (1) (33.7) (1.8) 1.5 Change in foreign tax rates — — (0.6) Increase in tax reserves (0.8) (1.3) (0.2) Stock compensation expense 0.2 (1.7) (1.7) U.S. taxation of foreign earnings (2) 0.4 (2.4) (4.4) Non-deductible meals and entertainment (0.2) (0.1) (0.1) Change in U.S. tax rate (3) — — 34.8 Transition tax on unremitted foreign earnings (4) — 2.6 (17.1) Other (0.9) 2.4 (1.4) Effective tax rate (10.2) % 25.6 % 50.3 % (1) During the year ended December 31, 2019, the Company recorded a valuation allowance of $13.3 million for federal and state deferred tax assets primarily related to the U.S. interest deduction limitation carryforward. (2) During the year ended December 31, 2018, the U.S. taxation of foreign earnings includes the recognition of GILTI and the U.S. taxation of other foreign income. During the year ended December 31, 2017, the amount includes the recording of a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered indefinitely reinvested. (3) During the year ended December 31, 2017, the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the years ended December 31, 2018 and 2017, the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2019 December 31, 2018 Deferred tax assets Accrued expenses and reserves $ 1,475 $ 2,035 Postretirement and postemployment benefits 800 924 Employee benefits 2,691 2,838 Operating lease liabilities 5,269 — Inventories 1,410 1,261 Other assets 1,128 1,285 Interest disallowance 11,686 6,157 Operating loss and credit carryforwards 12,806 14,782 Gross deferred tax assets 37,265 29,282 Less valuation allowance (16,553) (3,828) Deferred tax assets 20,712 25,454 Deferred tax liabilities Property, plant and equipment (6,530) (14,941) Right-of-use operating lease assets (4,619) — Intangible assets and other liabilities (14,790) (25,801) Foreign investments (1,026) (1,261) Deferred tax liabilities (26,965) (42,003) Net deferred tax liability $ (6,253) $ (16,549) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,281 $ 1,064 Deferred income taxes (7,534) (17,613) Net amount recognized $ (6,253) $ (16,549) At December 31, 2019, the Company has U.S. federal and state net operating loss carryforwards, which expire at various dates through 2039, approximating $12.8 million and $110.3 million, respectively. In addition, the Company has U.S. federal research and development credit carryforwards of $2.4 million which expire between 2034 and 2039 and state tax credit carryforwards and other tax attributes of $1.1 million which expire between 2019 and 2034. The Company’s foreign net operating loss carryforwards total approximately $15.0 million (at December 31, 2019 exchange rates). The majority of these foreign net operating loss carryforwards are available for an indefinite period. Valuation allowances totaling $16.6 million and $3.8 million as of December 31, 2019 and 2018, respectively, have been established for deferred income tax assets primarily related to U.S. interest expense carryforwards, state net operating loss and credit carryforwards and certain foreign subsidiary net operating loss carryforwards that may not be realized. Realization of the net deferred income tax assets is dependent on generating sufficient taxable income prior to their expiration. Although realization is not assured, management believes it is more-likely-than-not that the net deferred income tax assets will be realized. The amount of the net deferred income tax assets considered realizable, however, could change in the near term if future taxable income during the carryforward period fluctuates. Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2019 , 2018 and 2017: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Balance at beginning of period $ 2,084 $ 1,916 $ 1,881 Additions (reductions) based on tax positions related to current year 209 168 267 Reductions related to lapses of statute of limitations — — (232) Balance at end of period $ 2,293 $ 2,084 $ 1,916 Of the $2.3 million, $2.1 million , and $1.9 million of unrecognized tax benefits as of December 31, 2019 , 2018 and 2017, respectively, approximately $2.3 million , $2.1 million, and $1.9 million, respectively, would impact the effective income tax rate if recognized. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as part of its income tax provision. During the years ended December 31, 2019, 2018 and 2017, the Company had an immaterial amount of interest and penalties that were recognized as a component of the income tax provision. At December 31, 2019 and 2018, the Company has an immaterial amount of accrued interest and penalties related to taxes included within the consolidated balance sheet. During the next twelve months, as a result of the completion of tax audits that are currently in process and anticipated changes in the status of certain foreign subsidiaries, the Company believes it is reasonably possible the total amount of unrecognized tax benefits will change. The Company, along with its subsidiaries, files returns in the U.S. Federal and various state and foreign jurisdictions. With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years France 2017 - 2019 Germany 2012 - 2019 Mexico 2015 - 2019 Portugal 2016 - 2019 Spain 2016 - 2019 Sweden 2014 - 2019 United Kingdom 2017 - 2019 United States (federal) 2014 - 2019 United States (state and local) 2014 - 2019 During the fourth quarter of 2017, the Company changed its assertion regarding the indefinite reinvestment of earnings of its wholly-owned non U.S. subsidiaries. This change in assertion was triggered by the anticipated future impact of changes arising from the enactment of the Tax Reform Act, including the interest expense deduction limitation and significant reduction in the U.S. taxation of earnings repatriated from the Company’s foreign subsidiaries. As a result, during the year ended December 31, 2017, the Company recognized a deferred tax liability of $1.7 million on the undistributed earnings of its wholly-owned foreign subsidiaries. As of the years ended December 31, 2019 and 2018, the Company has recognized deferred tax liabilities on the undistributed earnings of its wholly-owned foreign subsidiaries of $1.0 million and $1.3 million, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 15. Employee Benefit Plans Defined Contribution Plans The Company maintains a 401(k) Plan for substantially all full time U.S. employees (the “401(k) Plan”). Company contributions are allocated to accounts set aside for each employee’s retirement. Employees generally may contribute up to 50% of their compensation to individual accounts within the 401(k) Plan subject to Internal Revenue Service limitations. Employer contributions are equal to 50% of the first 6% of employee’s eligible annual cash compensation, also subject to Internal Revenue Service limitations. Expense recognized related to the 401(k) Plan totaled approximately $1.0 million, $1.0 million and $0.9 million, for the years ended December 31, 2019, 2018 and 2017, respectively. Defined Benefit Pension Plans The Company maintains defined benefit pension plans covering union and certain other employees. These plans are frozen to new participation. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 10,093 $ 9,661 $ 13,761 $ 12,240 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 9,661 $ 10,605 $ 12,617 $ 14,904 Service cost — — 92 92 Interest cost 376 350 291 293 Actuarial (gain) loss 728 (602) 1,635 (386) Benefits paid (672) (692) (525) (1,621) Other — — (51) 17 Currency translation adjustment — — 97 (682) Projected benefit obligation at end of year $ 10,093 $ 9,661 $ 14,156 $ 12,617 Change in plan assets Fair value of plan assets at beginning of year $ 9,179 $ 10,055 $ 5,671 $ 7,322 Actual return on plan assets 1,370 (452) 831 (207) Employer and employee contributions 323 307 521 525 Benefits paid (672) (692) (525) (1,621) Other — (39) — — Currency translation adjustment — — 214 (348) Fair value of plan assets at end of year $ 10,200 $ 9,179 $ 6,712 $ 5,671 Funded status $ 107 $ (482) $ (7,444) $ (6,946) Weighted-average assumptions Discount rates 3.25%-3.35% 4.02%-4.08% 0.90%-1.95% 2.00%-2.80% Rate of compensation increase N/A N/A 2.00%-3.50% 2.00%-3.70% Amounts recognized in the statement of financial position consist of: Non-current assets $ 2,420 $ 1,830 $ — $ — Other current liabilities — — (77) (83) Other long-term liabilities (2,313) (2,312) (7,367) (6,863) Net amount recognized $ 107 $ (482) $ (7,444) $ (6,946) The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 92 $ 92 $ 98 Interest cost 376 350 393 291 293 286 Expected return on plan assets (412) (477) (467) (199) (222) (226) Amortization of actuarial loss 29 14 14 178 77 35 Net periodic (benefit) cost $ (7) $ (113) $ (60) $ 362 $ 240 $ 193 Weighted-average assumptions Discount rates 4.02%-4.08% 3.33%-3.45% 3.71%-3.90% 2.00%-2.80% 1.80%-2.40% 1.70%-2.60% Rate of compensation increase N/A N/A N/A 2.00%-3.70% 2.00%-3.70% 2.00%-3.90% Expected long-term rates or return 5.00%-6.00% 4.75%-6.50% 4.75%-6.50% 3.50%-4.00% 3.30%-4.00% 3.50%-4.00% The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital markets in which the plans invest. The expected return reflects the target asset allocations and considers the historical returns earned for each asset category. The Company determines the discount rate assumptions by referencing high-quality long-term bond rates that are matched to the duration of our benefit obligations, with appropriate consideration of local market factors, participant demographics and benefit payment terms. The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,719 $ 2,371 $ 2,052 In the next fiscal year, $0.4 million of unrecognized loss within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s investment policies employ an approach whereby a mix of equities and fixed income investments are used to maximize the long-term return on plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity investments are diversified across domestic and non-domestic stocks, and investment and market risk are measured and monitored on an ongoing basis. The Company’s actual asset allocations are in line with target allocations and the Company does not have concentration within individual or similar investments that would pose a significant concentration risk to the Company. The Company’s pension plan asset allocations by asset category at December 31, 2019 and 2018 are as follows: U.S. Plans Non-U.S. Plans 2019 2018 2019 2018 Equity securities 52.7 % 47.6 % 39.3 % 37.8 % Debt securities 36.2 % 42.3 % 56.6 % 57.9 % Other 11.1 % 10.1 % 4.1 % 4.3 % The fair values of pension plan assets by asset category at December 31, 2019 and 2018 are as follows: Total as of December 31, 2019 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,163 $ 1,163 $ — $ — Accrued dividends 5 5 — — Global equities 8,017 8,017 — — Fixed income securities 7,494 — 7,494 — Group annuity/insurance contracts 233 — — 233 Total $ 16,912 $ 9,185 $ 7,494 $ 233 Total as of December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 923 $ 923 $ — $ — Accrued dividends 4 4 — — Global equities 6,515 6,515 — — Fixed income securities 7,169 — 7,169 — Group annuity/insurance contracts 239 — — 239 Total $ 14,850 $ 7,442 $ 7,169 $ 239 The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2019 due to the following: Beginning balance, December 31, 2018 $ 239 Actual return on assets related to assets still held 9 Purchases, sales and settlements (15) Ending balance, December 31, 2019 $ 233 No assets were transferred between levels of the fair value hierarchy during the years ended December 31, 2019 and December 31, 2018. Quoted market prices are used to value investments when available. Investments in securities traded on exchanges are valued at the last reported sale prices on the last business day of the year or, if not available, the last reported bid prices. The Company’s cash contributions to its defined benefit pension plans in 2020 are estimated to be approximately $0.7 million. Estimated projected benefit payments from the plans as of December 31, 2019 are as follows: 2020 $ 1,194 2021 1,219 2022 1,178 2023 1,243 2024 1,216 2025 and thereafter 6,131 Multiemployer Plan Hourly union employees of the Morton business within the former Metalex business were covered under the National Shopmen Pension Fund (EIN 52-6122274, plan number 001), a union-sponsored and trusteed multiemployer plan which required the Company to contribute a negotiated amount per hour worked by the employees covered by the plan. The Company made the decision to withdraw from this plan in August 2012. The withdrawal amount was finalized during 2013. The Company retained the withdrawal liability related to the mutliemployer plan following the sale of Metalex. As of December 31, 2019, a liability of $1.1 million is recorded within other long-term liabilities and a liability of $0.2 million is recorded within other current liabilities on the consolidated balance sheets. As of December 31, 2018, $1.3 million is recorded within other long-term liabilities and $0.2 million is recorded within other current liabilities on the consolidated balance sheets. The total liability will be paid in equal monthly installments through April 2026, and interest expense will be incurred associated with the discounting of this liability through that date. Postretirement Health Care and Life Insurance Plans The Company also provides postretirement health care benefits and life insurance coverage to certain eligible former employees at one of its segments. The costs of retiree health care benefits and life insurance coverage are accrued over the employee benefit period. The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,287 $ 1,344 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,344 $ 1,423 Interest cost 50 44 Actuarial loss 11 37 Benefits paid (118) (160) Projected benefit obligation at end of year $ 1,287 $ 1,344 Change in plan assets Employer contributions $ 118 $ 160 Benefits paid (118) (160) Fair value of plan assets at end of year $ — $ — Funded status $ (1,287) $ (1,344) Weighted-average assumptions Discount rates 3.20 % 3.96 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (132) $ (147) Other long-term liabilities (1,155) (1,197) Net amount recognized $ (1,287) $ (1,344) The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was a blended rate of 6.00% and 6.40% at December 31, 2019 and December 31, 2018, respectively. It was assumed that these rates will decline by 1.5% over the next seven years. An increase or decrease in the medical trend rate of 1% would increase or decrease the accumulated postretirement benefit obligation by approximately $0.1 million and $0.1 million, respectively. The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 50 $ 44 $ 68 Amortization of the net gain from earlier periods (68) (77) (18) Net periodic (benefit) cost $ (18) $ (33) $ 50 Weighted-average assumptions Discount rates 3.96 % 3.26 % 3.64 % The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (490) $ (548) $ (582) In the next fiscal year, $0.1 million of unrecognized gain within accumulated other comprehensive loss is expected to be recognized as a component of net periodic benefit cost. The Company’s cash contributions to its postretirement benefit plan in 2020 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2019 are as follows: 2020 $ 133 2021 129 2022 121 2023 113 2024 106 2025-2029 436 |
Business Segments, Geographic a
Business Segments, Geographic and Customer Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments, Geographic and Customer Information | 16. 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 of the evaluation, 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. Net sales from continuing operations relating to the Company’s reportable segments are as follows: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Industrial $ 201,517 $ 207,637 $ 200,284 Engineered Components 136,380 160,322 159,129 Fiber Solutions — — 22,683 Net sales $ 337,897 $ 367,959 $ 382,096 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, provision (benefit) for income taxes, 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 taxes: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Segment Adjusted EBITDA Industrial $ 20,945 $ 28,979 $ 27,661 Engineered Components 15,098 19,747 16,348 Fiber Solutions — — 2,059 $ 36,043 $ 48,726 $ 46,068 Interest expense-net (769) (793) (1,232) Loss on debt extinguishment — — (182) Depreciation and amortization (21,615) (20,684) (21,229) Loss (gain) on disposal of property, plant and equipment - net (303) 1,318 320 Loss on divestiture — — (8,730) Restructuring (3,791) (877) (2,484) Integration and other restructuring costs (1,259) (128) — Total segment income (loss) before income taxes 8,306 27,562 12,531 Corporate general and administrative expenses (11,225) (12,065) (13,453) Corporate interest expense-net (32,209) (32,484) (31,719) Corporate gain on debt extinguishment — — 2,383 Corporate depreciation (620) (453) (357) Corporate restructuring (163) — 9 Corporate transaction-related expenses (1,005) — — Corporate integration and other restructuring (131) 36 569 Corporate loss on disposal of property, plant and equipment — — — Corporate share based compensation (2,368) (2,295) (979) Loss from continuing operations before income taxes $ (39,415) $ (19,699) $ (31,016) Other financial information from continuing operations relating to the Company’s reportable segments is as follows at December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Depreciation and amortization Industrial $ 12,952 $ 12,196 $ 12,198 Engineered Components 8,663 8,488 8,435 Fiber Solutions — — 596 Corporate 620 453 357 $ 22,235 $ 21,137 $ 21,586 Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Capital expenditures Industrial $ 6,650 $ 4,365 $ 5,247 Engineered Components 2,448 3,207 2,709 Fiber Solutions — — 534 Corporate 490 823 557 $ 9,588 $ 8,395 $ 9,047 December 31, 2019 December 31, 2018 Assets Industrial $ 235,726 $ 230,185 Engineered Components 82,197 90,175 Assets Held for Sale — 165,411 Total segments 317,923 485,771 Corporate and eliminations 69,178 17,826 Consolidated $ 387,101 $ 503,597 Net sales and long-lived asset information by geographic area from continuing operations are as follows at December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Net sales by region United States $ 213,601 $ 222,607 $ 216,886 Germany 76,273 89,247 107,137 Rest of Europe 34,535 43,416 44,491 Mexico 9,085 8,762 8,365 Other 4,403 3,927 5,217 $ 337,897 $ 367,959 $ 382,096 December 31, 2019 December 31, 2018 Long-lived assets United States $ 91,144 $ 79,410 Germany 48,492 52,264 Rest of Europe 9,378 7,876 Mexico 3,435 1,830 Other 3,327 3,486 $ 155,776 $ 144,866 Net sales attributed to geographic locations are based on the country of origin of the final sale with the external customer, which in certain cases may be manufactured in other countries at facilities within the Company’s global network . Long-lived assets by geographic location consist of the net book values of property, plant and equipment, ROU lease assets and amortizable intangible assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Litigation Matters In 2016, the Company received notification of certain employment matter claims filed in Brazil related to hiring practices within the Company’s industrial segment. As of December 31, 2019, the Company has successfully investigated and defended all filed claims and the potential for future losses is deemed remote. In the opinion of management, the resolution of this contingency did not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. In addition to the matters noted above, the Company is a party to various legal proceedings that have arisen in the normal course of its business. These legal proceedings typically include product liability, labor, and employment claims. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date 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 December 31, 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. Other Contingencies In connection with the sale of the North American fiber solutions business on August 30, 2019, the purchase price (subject to a net working capital adjustment as defined by the Sale Agreement), is currently in dispute between the Company and the Motus Group. The Motus Group has proposed a working capital adjustment that results in a purchase price reduction of $5.2 million. The Company believes this claim lacks merit and a loss for the amount subject to dispute is not probable as of December 31, 2019. See Note 2, “Discontinued Operations and Divestitures” for additional information relating to the Transaction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events |
Schedule II - Consolidated Valu
Schedule II - Consolidated Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Consolidated Valuation and Qualifying Accounts | SCHEDULE II. CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at beginning of year Charge to Costs and Expenses Utilization of Reserves Other (1) Balance at end of year Year Ended December 31, 2019 Allowance for doubtful accounts $ 1,073 $ 161 $ (115) $ (13) $ 1,106 Deferred tax valuation allowances $ 3,828 $ 13,338 $ (10) $ (603) $ 16,553 Year Ended December 31, 2018 Allowance for doubtful accounts $ 1,508 $ 32 $ (417) $ (50) $ 1,073 Deferred tax valuation allowances $ 4,220 $ 561 $ (602) $ (351) $ 3,828 Year Ended December 31, 2017 Allowance for doubtful accounts $ 1,749 $ (60) $ (300) $ 119 $ 1,508 Deferred tax valuation allowances $ 4,879 $ 283 $ (1,164) $ 222 $ 4,220 (1) The amounts included in the “other” column primarily relate to the impact of foreign currency exchange rates. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Discontinued operations | Discontinued operations: The Company presents discontinued operations when there is a disposal of a component group that is considered by the Company to be a strategic shift that has a major effect on operations and financial results. The results of operations for discontinued operations are aggregated into a single line in the consolidated statements of operations for all periods presented. During 2019, the Company determined that both the North American fiber solutions business and the Metalex business within the engineered components segment met the criteria to be classified as discontinued operations. As a result, the Company’s prior period results of operations, financial position and notes to the 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 and the Metalex business have been presented as held for sale for the periods prior to the sale. On August 30, 2019 and on December 13, 2019, the Company completed the divestitures of our North American fiber solutions business and our Metalex business, respectively. Previously, on August 30, 2017, the Company completed the sale of the European fiber solutions business, which did not meet the criteria for discontinued operations presentation at the time of the divestiture. As such, the results of the European fiber solutions business are presented within continuing operations through the date of the sale. |
Fiscal period | Basis of presentation: The Company’s fiscal year ends on December 31. Throughout the year, the Company reports its results using a fiscal calendar whereby each three month quarterly reporting period is approximately thirteen weeks in length 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 were comprised of the three months ended 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. |
Principles of consolidation | Principles of consolidation: The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of all wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. Investments in partially owned affiliates are accounted for using the equity method when the Company’s interest is between 20% and 50% and the Company does not have a controlling interest, yet maintains significant influence. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. |
Accounts receivable | Accounts receivable: The Company evaluates collectability of its receivables and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and historical write-off experience. Credit is extended to customers based upon an evaluation of their financial position. Generally, advance payment is not required. Credit losses are provided for in the consolidated financial statements and consistently have been within management’s expectations. |
Inventories | Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are valued at the lower of cost or net realizable value and adjusted for the value of inventory that is estimated to be excess, obsolete or otherwise |
Property, plant and equipment | Property, plant and equipment: Property, plant and equipment are stated at cost. Depreciation generally occurs using the straight-line method over 2 to 40 years for buildings and improvements and 2 to 10 years for machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the respective leases and the useful life of the related improvement using the straight-line method. The Company uses accelerated depreciation methods for income tax purposes. Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. The Company records gains and losses on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received. |
Long-lived assets | Long-lived assets: Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon an estimate of the related future undiscounted cash flows. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset as compared to its carrying value. Long-lived assets to be disposed of by sale are reported at the lower of carrying amount or fair value less cost to sell. The Company conducts its long-lived asset impairment reviews at the lowest level in which identifiable cash flows are largely independent of cash flows of other assets and liabilities. Amortization is recorded for other intangible assets with determinable lives. Patents, customer relationships, and trademarks and other intangible assets are amortized on a straight-line basis over their estimated useful lives of 7 years, 10 to 15 years, and 1 to 18 years, respectively. |
Goodwill | Goodwill: Goodwill reflects the cost of an acquisition in excess of the aggregate fair value assigned to identifiable net assets acquired. Goodwill is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of its fiscal year. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit. Impairment of goodwill is measured by comparing the fair value of a reporting unit to the carrying value of the reporting unit, including goodwill. The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses a discounted cash flow model, which is dependent on a number of assumptions including estimated future revenues and expenses, weighted average cost of capital, capital expenditures and other variables. The Company also uses a market approach, in which the fair values of comparable public companies and fair values based on recent comparable transactions (when available) are used in determining an estimated fair value for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. See Note 8, “Goodwill and Other Intangible Assets” for further discussion regarding the results of the Company’s goodwill impairment testing. |
Investments in partially-owned affiliates | Investments in partially-owned affiliates: The Company has investments in joint ventures located in Asia. These joint ventures are part of the industrial segment and are accounted for using the equity method of accounting. As of December 31, 2019 and 2018, the Company’s investment in these joint ventures was $5.8 million and $6.3 million, respectively, and is included in other assets-net in the consolidated balance sheets. Equity income is presented separately on the consolidated statements of operations. |
Income taxes | Income taxes: The provision for income taxes includes federal, state, local and foreign taxes on income. Deferred taxes are recorded for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, and net operating loss and credit carryforwards available to offset future taxable income. Future tax benefits are recognized to the extent that realization of those benefits is considered to be more likely than not. A valuation allowance is provided for net deferred tax assets when it is more likely than not that the Company will not realize the benefit of such net assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. |
Share-based payments | Share-based payments: The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange for equity instruments of the Company that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-based RSUs and on a graded basis for RSUs that are |
Fair value of financial instruments | Fair value of financial instruments: Current accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. It also specifies a fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. In accordance with the guidance, fair value measurements are classified under the following hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. • Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable. Fair value measurements are classified according to the lowest level input or value-driver that is significant to the valuation. A measurement may therefore be classified within Level 3 even though there may be significant inputs that are readily observable. The carrying amounts within the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of these instruments. The Company assessed the amounts recorded under revolving loans, if any, and long-term debt and determined that the fair value of total debt was approximately $297.3 million and $387.4 million as of December 31, 2019 and 2018, respectively. The Company considers the inputs related to these estimations to be Level 2 fair value measurements as they are primarily based on quoted prices for the Company’s Senior Secured Credit Facility. The valuation of the Company’s derivative financial instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy and therefore the Company’s derivatives are classified within Level 2. See Note 9, “Debt and Hedging Instruments” for further information regarding derivatives held by the Company. |
Employee benefit plans | Employee Benefit Plans: The Company recognizes pension and post-retirement benefit income and expense and assets and obligations that are based on actuarial valuations using a December 31 measurement date and that include key assumptions regarding discount rates, expected returns on plan assets, retirement and mortality rates, future compensation increases, and health care cost trend rates. The Company reviews actuarial assumptions on an annual basis and makes modifications based on current rates and trends when appropriate. As required by GAAP, the effects of the modifications are recorded as a component of other comprehensive income and are amortized over future periods. |
Derivative financial instruments | Derivative financial instruments: The Company recognizes all derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in equity as a component of comprehensive income (loss) depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive (loss) income, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in income. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the consolidated statements of cash flows in the same category as the item being hedged. The Company’s policy is to enter into derivatives with creditworthy institutions and not to enter into such derivatives for speculative purposes. See Note 9, “Debt and Hedging Instruments” for further information regarding derivatives held by the Company. |
Foreign currency translation | Foreign currency translation: Assets and liabilities of the Company’s foreign subsidiaries, whose respective functional currencies are other than the U.S. dollar, are translated at year-end exchange rates while revenues and expenses are |
Other comprehensive (loss) income | Other comprehensive (loss) income: Other comprehensive (loss) income includes disclosure of financial information that historically has not been recognized in the calculation of net (loss) income. The Company’s other comprehensive (loss) income includes the change in unrecognized prior service costs on pension and other postretirement obligations, foreign currency translation, and fair value adjustments related to derivative instruments. |
Pre-production costs related to long-term supply agreements | Pre-production costs related to long-term supply arrangements: The Company’s policy for engineering, research and development, and other design and development costs related to products that will be sold under long-term supply arrangements requires such costs to be expensed as incurred. Costs for molds, dies, and other tools used to manufacture products that will be sold under long-term supply arrangements are capitalized if the Company has title to the assets or when customer reimbursement is assured. |
Revenue recognition | Revenue recognition: Net sales are recognized when control of a performance obligation is transferred to the customer in an amount that reflects the consideration expected to be received in exchange for the transferred good or service. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods or delivery of the services. Amounts invoiced to customers related to shipping and handling are classified as net sales, while expenses for transportation of products to customers are recorded as a component of cost of goods sold on the consolidated statement of operations. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from net sales. As of the contract inception date, the expected time between the completion of the performance obligation and the payment from the customer is less than a year, and as such there are no significant financing components in the consideration recognized and disclosures around unsatisfied performance obligations have been omitted. The Company estimates whether it will be subject to variable consideration under the terms of the contract and includes its estimate of variable consideration in the transaction price based on the expected value method when it is deemed probable of being realized based on historical experience and trends. Types of variable consideration may include rebates, discounts, and product returns, among others, which are recorded as a deduction to net sales at the time when control of a performance obligation is transferred to the customer. The majority of the Company ’ s contracts are for the sale of goods that qualify as separate performance obligations that are distinct from other goods or services provided in the same contract. Transaction price inclusive of estimated variable consideration is allocated to separate performance obligations based on their relative standalone selling prices using observable inputs. When observable inputs are not available, the Company estimates standalone selling price using cost plus a reasonable margin approach. Contracts entered into with the same customer at or near the same time are combined into a single contract if they represent a single commercial objective, if payment of consideration in one contract is dependent on performance of the other contract, or if promises in different contracts constitute a single performance obligation. For the limited contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Performance obligations are satisfied at a point in time or over time as work progresses. Revenue from products transferred to customers at a point in time accounted for more than 99% of net sales for the year ended December 31, 2019. The Company recognizes revenue over time for certain production parts in the industrial business that are highly customized with no alternative use and for which the Company has an enforceable right to payment with a reasonable margin under the terms of the contract based on the output method of goods produced. Revenue from products transferred to customers over time accounted for less than 1% of net sales for the year ended December 31, 2019. The Company provides industry standard assurance-type warranties which ensure that the manufactured products comply with agreed upon specifications with the customers and do not represent a separate performance obligation with the customer. Warranty based accruals are established under Accounting Standards Codification (“ASC”) 460, “ Guarantees ”, based on an evaluation of historical warranty experience and management’s estimate of the level of future claims. 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 for which the Company recognizes net sales over time. For these sales, the Company has an enforceable right to payment with a reasonable margin under the terms of the agreement. Revenue from products transferred to customers over time accounted for approximately 1% of industrial net sales for the years ended December 31, 2019 and 2018. The engineered components segment operates principally as a 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 for these contracts. |
Insurance proceeds | Insurance proceeds: The Company maintains property and business interruption insurance coverage to mitigate the risk of incremental costs and/or lost revenues or profit margins resulting from disruption of business activities, whether at our own facility or that of a supplier. The Company records the incremental costs associated with such events as incurred and the related insurance recovery proceeds when deemed probable and collectible in the case of claims for direct cost recovery and when earned and realizable in the case of claims for business interruption related to lost revenues or profit margins. The incremental costs incurred as well as any associated insurance recoveries for covered events are recorded within operating income in the consolidated statements of operations. |
Finance and operating lease obligations | 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 one ten 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. |
Research and development costs | Research and development costs: |
Advertising costs | Advertising costs: Advertising costs are charged to selling and administrative expenses as incurred |
Use of estimates | Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration risks | Concentration risks: The Company’s operations are geographically dispersed and it has a diverse customer base. Management believes bad debt losses resulting from default by a single customer, or defaults by customers in any depressed region or business sector, would not have a material effect on the Company’s financial position, results of operations or cash flows. |
Recently issued accounting standards | Recently issued accounting standards Accounting standards adopted in the current fiscal year In 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 above for discussion of the Company’s finance and operating lease obligation policy and Note 10, “Leases” for further discussion regarding the adoption of this standard effective January 1, 2019. 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 a material impact on the Company’s consolidated financial statements or the related disclosures within the accompanying notes. Accounting standards to be adopted in future fiscal periods In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 requires the use of an "expected loss" model on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans, and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. The standard is effective for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures, as well as the planned timing of adoption. 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 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 consolidated financial statements, as well as the planned timing of adoption. In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and improves application of and simplifies other areas of Topic 740 by clarifying and amending existing guidance. The amendment is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is currently assessing the impact that these amendments will have on the consolidated financial statements and related disclosures, as well as the planned timing of adoption. |
Discontinued Operations and D_2
Discontinued Operations and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Cash Proceeds from the Sale of of the North American Fiber Solutions Business and the Sale of the Metalex 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) Less: income tax allocation due to buyer (560) Plus: preliminary working capital surplus 5 Plus: excess cash at closing 1,394 Adjusted purchase price 78,633 Less: cash divested (3,894) Less: consideration held in escrow and closing balance sheet adjustments 282 Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer $ 75,021 The following table summarizes the cash received from the sale of the Metalex business before transaction costs, income taxes and certain retained liabilities: Base purchase price $ 5,000 Plus: preliminary working capital surplus 570 Plus: cash at closing 229 Plus: income tax allocation due from buyer 139 Adjusted purchase price 5,938 Less: cash divested (229) Less: consideration held in escrow and closing balance sheet adjustments (934) Proceeds from divestiture, net of cash divested $ 4,775 |
Schedule of Discontinued Operations, Major Classes of Assets and Liabilities, and Significant Cash Flow Disclosures | The following table summarizes the results of the North American fiber solutions business and the Metalex business and other costs associated with the divestitures reclassified as discontinued operations for the years ended December 31, 2019, 2018 and 2017. North American Fiber Solutions Metalex For the Years Ended For the Years Ended December 31, 2019 December 31, 2018 December 31, 2017 December 31, 2019 December 31, 2018 December 31, 2017 Net sales $ 90,516 $ 161,961 $ 183,900 $ 42,801 $ 83,028 $ 82,621 Cost of goods sold 77,495 136,461 151,596 44,945 72,355 71,096 Gross profit (loss) 13,021 25,500 32,304 (2,144) 10,673 11,525 Selling and administrative expenses 10,934 16,640 16,717 7,731 11,078 9,526 Impairment charges — — — 20,597 — — (Gain) loss on disposals of property, plant and equipment - net (4) 72 17 150 104 (455) Restructuring 1,002 2,659 457 445 922 1,334 Operating income (loss) 1,089 6,129 15,113 (31,067) (1,431) 1,120 Interest expense-net (47) (94) (76) (78) (66) (61) Loss on divestiture (3,060) — — (13,783) — — Other income (loss) - net (10) (40) — (108) (64) 63 (Loss) income before income taxes (2,028) 5,995 15,037 (45,036) (1,561) 1,122 Tax provision (benefit) 1,337 3,453 4,927 (10,224) (512) 303 Net (loss) income from discontinued operations $ (3,365) $ 2,542 $ 10,110 $ (34,812) $ (1,049) $ 819 The following table summarizes the major classes of assets and liabilities of the North American fiber solutions business and the Metalex business classified as held for sale as of December 31, 2018. North American Fiber Solutions Metalex Total Assets Current assets Cash and cash equivalents $ 11,712 $ (241) $ 11,471 Accounts receivable - net 19,234 5,112 24,346 Inventories - net 8,120 6,152 14,272 Other current assets 6,615 1,467 8,082 Total current assets held for sale 45,681 12,490 58,171 Property, plant and equipment - net 43,960 15,743 59,703 Other intangible assets - net 20,083 26,746 46,829 Other assets - net 316 392 708 Total noncurrent assets held for sale 64,359 42,881 107,240 Total assets held for sale $ 110,040 $ 55,371 $ 165,411 Liabilities Current liabilities Current portion of long-term debt $ 857 $ — $ 857 Accounts payable 12,199 4,877 17,076 Accrued compensation and employee benefits 2,087 411 2,498 Other current liabilities 3,358 762 4,120 Total current liabilities held for sale 18,501 6,050 24,551 Long-term debt 1,143 — 1,143 Deferred income taxes 112 — 112 Other long-term liabilities 1,022 1,090 2,112 Total noncurrent liabilities held for sale 2,277 1,090 3,367 Total liabilities held for sale $ 20,778 $ 7,140 $ 27,918 The following table summarizes significant cash flow disclosures for the North American fiber solutions business and the Metalex business for the years ended December 31, 2019, 2018 and 2017. For the Years Ended December 31, 2019 December 31, 2018 December 31, 2017 Depreciation $ 9,798 $ 14,035 $ 11,721 Amortization of intangible assets $ 3,428 $ 7,432 $ 5,627 Non-cash operating lease expense $ 2,964 $ — $ — Non-cash impairment charges $ 20,597 $ — $ — Share-based compensation $ 986 $ 414 $ 140 Payments for property, plant and equipment $ (2,190) $ (5,346) $ (7,512) Non-cash impact of business divestitures and dissolutions $ 13,716 $ — $ — Debt and pension liability assumed by buyer with divestiture $ 2,206 $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price allocation is as follows: 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 |
Summary of Other Intangibles Assets Acquired | The 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) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Net Sales | The following table summarizes net sales disaggregated by geography and reportable segment: For the Year Ended December 31, 2019 Industrial Engineered Components Total United States $ 77,529 $ 136,072 $ 213,601 Germany 76,273 — 76,273 Rest of Europe 34,535 — 34,535 Mexico 9,074 11 9,085 Other 4,106 297 4,403 Total $ 201,517 $ 136,380 $ 337,897 For the Year Ended December 31, 2018 Industrial Engineered Components Total United States $ 68,384 $ 154,223 $ 222,607 Germany 89,247 — 89,247 Rest of Europe 37,317 6,099 43,416 Mexico 8,762 — 8,762 Other 3,927 — 3,927 Total $ 207,637 $ 160,322 $ 367,959 For the Year Ended December 31, 2019 Industrial Engineered Components Total Direct $ 108,918 $ 131,802 $ 240,720 Distribution 92,599 4,578 97,177 Total $ 201,517 $ 136,380 $ 337,897 For the Year Ended December 31, 2018 Industrial Engineered Components Total Direct $ 112,047 $ 156,311 $ 268,358 Distribution 95,590 4,011 99,601 Total $ 207,637 $ 160,322 $ 367,959 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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 year ended December 31, 2018 primarily include charges related to the closure of the U.K. plant within the engineered components segment, partially offset by a reduction in expense as a result of the statute of limitations expiring on unasserted employment matter claims in Brazil within the industrial segment. The other costs incurred under the 2016 program for the year ended December 31, 2017 primarily include charges related to the exit costs for the wind down of the industrial segment’s facility in Brazil and the consolidation of two U.S. plants within the industrial segment. The 2016 Program is considered complete and no additional costs are expected to be incurred as part of the program. 2016 Program Industrial Engineered Components Corporate Total Restructuring charges - year ended December 31, 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 - year ended December 31, 2018: Severance costs $ 314 $ 235 $ — $ 549 Lease termination costs (1) (4) — — (4) Other costs 165 167 — 332 Total $ 475 $ 402 $ — $ 877 Restructuring charges - year ended December 31, 2017: Severance costs $ 1,178 $ (17) $ (9) $ 1,152 Lease termination costs (1) 88 — — 88 Other costs 1,235 — — 1,235 Total $ 2,501 $ (17) $ (9) $ 2,475 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. Industrial Engineered Components Corporate Total Cumulative restructuring charges - 2016 Program: Severance costs $ 4,744 $ 325 $ 752 $ 5,821 Lease termination costs (1) 428 — — 428 Other costs 2,443 1,523 — 3,966 Total $ 7,615 $ 1,848 $ 752 $ 10,215 The following table represents the restructuring liabilities for the 2016 program: Severance Lease termination costs (1) Other costs Total Balance - December 31, 2017 $ 901 $ 76 $ 763 $ 1,740 Current period restructuring charges 549 (4) 332 877 Cash payments (954) (70) (1,031) (2,055) Foreign currency impact (39) (2) (40) (81) 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 impact (2) — (4) (6) Balance - December 31, 2019 $ — $ — $ — $ — (1) Commencing on January 1, 2019, the Company recognizes lease termination costs in accordance with ASC 842 which addresses termination costs related to both finance 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 | Other Restructuring Actions Industrial Engineered Components Corporate Total Restructuring charges - year ended December 31, 2019: Severance costs $ 1,550 $ 31 $ (2) $ 1,579 Other costs 446 373 — 819 Total $ 1,996 $ 404 $ (2) $ 2,398 The following table represents the restructuring liabilities for other restructuring actions: Severance Other costs Total Balance - December 31, 2018 $ — $ — $ — Current period restructuring charges 1,579 819 2,398 Cash payments (858) (775) (1,633) Foreign currency translation adjustments (4) — (4) Balance - December 31, 2019 $ 717 $ 44 $ 761 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Current Inventory | Inventories at December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Raw material $ 23,533 $ 24,315 Work-in-process 1,864 1,918 Finished goods 24,546 23,242 Total inventories $ 49,943 $ 49,475 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2019 and December 31, 2018 consisted of the following: December 31, 2019 December 31, 2018 Right-of-use finance lease assets (1) $ 506 $ — Land and improvements 5,407 5,457 Buildings and improvements 27,600 26,254 Machinery and equipment 108,474 101,492 Construction-in-progress 4,214 3,802 146,201 137,005 Less: Accumulated depreciation (75,925) (61,839) Property, plant and equipment, net $ 70,276 $ 75,166 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, were as follows: Balance as of December 31, 2017 $ 45,142 Foreign currency impact (1,077) Balance as of December 31, 2018 $ 44,065 Acquisitions (1) 2,078 Foreign currency impact (459) Balance as of December 31, 2019 $ 45,684 (1) Refer to Note 3, “Acquisition” for further discussion on the acquisition completed in the second quarter of 2019. |
Schedule of Other Intangible Assets | The Company’s other amortizable intangible assets - net consisted of the following: December 31, 2019 December 31, 2018 Gross Accumulated Net Gross Accumulated Net Patents $ 2,075 $ (1,368) $ 707 $ 2,038 $ (1,018) $ 1,020 Customer relationships 62,490 (20,205) 42,285 61,075 (15,922) 45,153 Trademarks and other intangibles 32,833 (11,235) 21,598 32,124 (8,597) 23,527 Total amortized other intangible assets $ 97,398 $ (32,808) $ 64,590 $ 95,237 $ (25,537) $ 69,700 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company anticipates the annual amortization for each of the next five years and in aggregate thereafter to be the following: 2020 $ 7,765 2021 7,523 2022 7,350 2023 7,341 2024 6,779 Thereafter 27,832 $ 64,590 |
Debt and Hedging Instruments (T
Debt and Hedging Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following: December 31, 2019 December 31, 2018 First Lien Term Loans $ 284,440 $ 292,540 Second Lien Term Loans 89,887 89,887 Foreign debt 13,929 15,469 Finance lease obligations and other debt (1) 755 613 Total gross debt 389,011 398,509 Debt discount on Term Loans (1,739) (2,669) Deferred issuance costs on Term Loans (2,522) (4,052) Total debt 384,750 391,788 Less: Current portion (5,800) (5,687) Total long-term debt $ 378,950 $ 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 10, “Leases” for further information. The Company has the following foreign debt obligations, including various overdraft facilities and term loans: December 31, 2019 December 31, 2018 Germany $ 13,413 $ 15,002 India 516 467 Total foreign debt $ 13,929 $ 15,469 |
Schedule of Maturities of Long-term Debt | Future annual maturities of long-term debt outstanding at December 31, 2019 are as follows: 2020 $ 5,800 2021 284,051 2022 92,175 2023 2,270 2024 4,013 Thereafter 702 Total future annual maturities of long term debt outstanding 389,011 Less: Debt discounts on Term Loans (1,739) Less: Deferred issuance costs on Term Loans (2,522) Total debt $ 384,750 |
Schedule of Interest Rate Swaps | See the amounts recorded on the consolidated balance sheets within the table below: December 31, 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 (260) — Total net asset derivatives designated as hedging instruments $ (260) $ 1,867 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The Company’s components of lease expense was as follows: For the Year Ended December 31, 2019 Finance lease expense: Depreciation of right-of-use assets $ 145 Interest on lease liabilities 42 Operating lease expense (1) 6,586 Other lease expense (32) Total $ 6,741 |
Summary of Lease Assets and Liabilities | The Company’s balance sheet information related to leases was as follows: December 31, 2019 Finance Leases Property, plant and equipment - net $ 506 Current portion of long-term debt $ 417 Long-term debt 325 Total finance lease liabilities $ 742 Operating Leases Right-of-use operating lease assets $ 20,910 Current portion of operating lease liabilities $ 4,275 Long-term operating lease liabilities 19,136 Total operating lease liabilities $ 23,411 |
Summary of Lease Information | Other information related to the Company’s leases was as follows: December 31, 2019 Weighted-average remaining lease term (in years) Finance leases 2.59 Operating leases 7.19 Weighted-average discount rate Finance leases 6.7 % Operating leases 6.9 % Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 are as follows: Continuing Operations Discontinued Operations Total Operating cash flows from finance leases $ 47 $ 3 $ 50 Operating cash flows from operating leases $ 6,262 $ 4,023 $ 10,285 Financing cash flows from finance leases $ 332 $ 8 $ 340 |
Summary of Finance Lease Liability Payments | Future minimum lease payments required under finance and operating leases for each of the next five years and thereafter are as follows : Finance Leases Operating Leases 2020 $ 450 $ 5,730 2021 136 4,790 2022 107 3,528 2023 79 2,946 2024 31 2,530 Thereafter — 10,654 Total future undiscounted lease payments 803 30,178 Less: imputed interest (61) (6,767) Total lease obligations $ 742 $ 23,411 |
Summary of Operating Lease Liability Payments | Future minimum lease payments required under finance and operating leases for each of the next five years and thereafter are as follows : Finance Leases Operating Leases 2020 $ 450 $ 5,730 2021 136 4,790 2022 107 3,528 2023 79 2,946 2024 31 2,530 Thereafter — 10,654 Total future undiscounted lease payments 803 30,178 Less: imputed interest (61) (6,767) Total lease obligations $ 742 $ 23,411 |
Schedule of Future Minimum Lease Payments for Operating Leases | Future minimum lease payments required under long-term operating leases in effect at December 31, 2018 were as follows: 2019 $ 5,768 2020 4,418 2021 3,823 2022 2,877 2023 2,362 Thereafter 10,307 $ 29,555 |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Dividends Paid | The Company paid the following dividends on the Series A Preferred Stock in additional shares of Series A Preferred Stock during the years ended December 31, 2019, 2018 and 2017. Payment Date Record Date Amount Per Share Total Dividends Paid Preferred Shares Issued January 1, 2017 November 15, 2016 $20.00 $900 899 April 1, 2017 February 15, 2017 $20.00 $918 915 July 1, 2017 May 15, 2017 $20.00 $936 931 October 1, 2017 August 15, 2017 $20.00 $955 952 January 1, 2018 November 15, 2017 $20.00 $974 968 April 1, 2018 February 15, 2018 $20.00 $751 748 July 1, 2018 May 15, 2018 $20.00 $766 763 October 1, 2018 August 15, 2018 $20.00 $781 778 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 October 1, 2019 August 15, 2019 $20.00 $845 843 |
Schedule of Accumulated Other Comprehensive Loss | The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows: Employee Foreign currency translation adjustments (1) Net unrealized gains (losses) on cash flow hedges Total Balance at December 31, 2016 $ (1,777) $ (27,404) $ (1,191) $ (30,372) Other comprehensive income before reclassifications 365 11,394 156 11,915 Amounts reclassified from accumulated other comprehensive loss 8 (888) 1,159 279 Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. (113) (1,698) (73) (1,884) Balance at December 31, 2017 (1,517) (18,596) 51 (20,062) Cumulative impact of accounting changes (137) — 11 (126) Other comprehensive (loss) income before reclassifications (223) (4,555) 1,467 (3,311) Amounts reclassified from accumulated other comprehensive loss 46 — (118) (72) Balance at December 31, 2018 (1,831) (23,151) 1,411 (23,571) Other comprehensive loss before reclassifications (526) (1,950) (947) (3,423) Amounts reclassified from accumulated other comprehensive loss 125 (1,112) (662) (1,649) Balance at December 31, 2019 $ (2,232) $ (26,213) $ (198) $ (28,643) (1) Amounts reclassified from accumulated other comprehensive loss and included in loss on divestiture in the consolidated statement of operations for the year ended December 31, 2017 includes the reclassification to earnings of a foreign currency translation gain of $0.9 million from the sale of the European fiber solutions business. Amounts reclassified from accumulated other comprehensive loss and included in other income - net in the consolidated statement of operations for the year ended December 31, 2019 includes the reclassification to earnings of a 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 year ended December 31, 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. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Expense | The Company recognized the following share-based compensation expense: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Restricted stock units $ 2,171 $ 1,896 $ 792 Adjusted EBITDA vesting awards 197 399 178 Stock Price vesting awards — — 9 Share-based compensation expense from continuing operations 2,368 2,295 979 Share-based compensation expense from discontinued operations 986 414 140 Total share-based compensation expense $ 3,354 $ 2,709 $ 1,119 Total income tax benefit recognized from continuing and discontinued operations $ 633 $ 667 $ 276 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the restricted stock unit activity: For the Year Ended For the Year Ended For the Year Ended Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Outstanding at beginning of period 3,150 $ 2.89 1,033 $ 2.84 554 $ 5.22 Granted 985 1.36 2,166 2.94 745 1.32 Issued (1,543) 2.60 (36) 3.72 (265) 4.84 Deferred 75 1.30 — — 159 3.69 Forfeited (255) 2.77 (13) 3.02 (160) 1.53 Outstanding at end of period 2,412 $ 2.34 3,150 $ 2.89 1,033 $ 2.84 |
Schedule of Nonvested Performance Share Unit Awards | The following table summarizes Adjusted EBITDA vesting award activity: For the Year Ended For the Year Ended For the Year Ended Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant-Date Fair Value Units Weighted-Average Grant Date-Fair Value Outstanding at beginning of period 908 $ 1.30 908 $ 1.30 723 $ 9.67 Granted 705 1.64 — — 1,058 1.30 Adjustment for performance results achieved (1) — — — — (708) 9.65 Vested (62) 1.64 — — — — Forfeited (78) 1.52 — — (165) 2.11 Outstanding at end of period 1,473 $ 1.44 908 $ 1.30 908 $ 1.30 (1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the three |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 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 is as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 (share amounts in thousands) Basic and diluted net (loss) income per share Net loss per share from continuing operations $ (1.64) $ (0.68) $ (0.74) Net (loss) income per share from discontinued operations (1.34) 0.06 0.42 Basic and diluted net loss per share $ (2.98) $ (0.62) $ (0.32) Numerator: Net loss from continuing operations $ (43,431) $ (14,653) $ (15,402) Less: net gain attributable to noncontrolling interests — — 5 Less: Accretion of dividends on preferred stock and redemption premium 3,347 4,070 3,783 Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium (46,778) (18,723) (19,190) Net (loss) income from discontinued operations, net of tax (38,177) 1,493 10,929 Net loss allocable to common shareholders of Jason Industries $ (84,955) $ (17,230) $ (8,261) Denominator: Basic and diluted weighted-average shares outstanding 28,484 27,595 26,082 Weighted average number of anti-dilutive shares excluded from denominator: Warrants to purchase Jason Industries common stock (1) 6,901 13,994 13,994 Conversion of Series A 8% Perpetual Convertible Preferred (2) 3,442 3,235 3,858 Conversion of JPHI rollover shares convertible to Jason Industries common stock (3) — — 59 Restricted stock units 2,702 2,331 796 Performance share units 1,402 1,307 1,379 Total 14,447 20,867 20,086 (1) Public warrants (“warrants”) consisted 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 860 additional Series A Preferred Stock shares from a stock dividend declared on November 3, 2019 to be paid in additional shares of Series A Preferred Stock on January 1, 2020. The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Conversion is presented at the voluntary conversion ratio of approximately 81.18 common shares for each one preferred share. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Income before Income Tax, Domestic and Foreign | The consolidated loss from continuing operations before income taxes consisted of the following: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Domestic $ (40,169) $ (28,793) $ (31,880) Foreign 754 9,094 864 Loss from continuing operations before income taxes $ (39,415) $ (19,699) $ (31,016) | |
Schedule of Components of Income Tax Expense (Benefit) | The tax provision (benefit) from continuing operations included within the consolidated statements of operations consisted of the following: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Current Federal $ 106 $ 53 $ 208 State 75 53 (125) Foreign 2,008 2,527 3,405 Total current income tax provision 2,189 2,633 3,488 Deferred Federal 581 (6,112) (16,916) State 2,428 (597) (1,142) Foreign (1,182) (970) (1,044) Total deferred income tax provision (benefit) 1,827 (7,679) (19,102) Total income tax provision (benefit) $ 4,016 $ (5,046) $ (15,614) | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes at the Federal statutory rate to the effective tax rate is summarized as follows: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Tax at Federal statutory rate 21.0 % 21.0 % 35.0 % State taxes - net of Federal benefit 1.8 6.5 3.3 Research and development incentives 1.2 2.1 0.6 Foreign rate differential 0.8 (1.7) 0.6 Valuation allowances (1) (33.7) (1.8) 1.5 Change in foreign tax rates — — (0.6) Increase in tax reserves (0.8) (1.3) (0.2) Stock compensation expense 0.2 (1.7) (1.7) U.S. taxation of foreign earnings (2) 0.4 (2.4) (4.4) Non-deductible meals and entertainment (0.2) (0.1) (0.1) Change in U.S. tax rate (3) — — 34.8 Transition tax on unremitted foreign earnings (4) — 2.6 (17.1) Other (0.9) 2.4 (1.4) Effective tax rate (10.2) % 25.6 % 50.3 % (1) During the year ended December 31, 2019, the Company recorded a valuation allowance of $13.3 million for federal and state deferred tax assets primarily related to the U.S. interest deduction limitation carryforward. (2) During the year ended December 31, 2018, the U.S. taxation of foreign earnings includes the recognition of GILTI and the U.S. taxation of other foreign income. During the year ended December 31, 2017, the amount includes the recording of a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered indefinitely reinvested. (3) During the year ended December 31, 2017, the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act. (4) During the years ended December 31, 2018 and 2017, the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act. | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s temporary differences which gave rise to deferred tax assets and liabilities were as follows: December 31, 2019 December 31, 2018 Deferred tax assets Accrued expenses and reserves $ 1,475 $ 2,035 Postretirement and postemployment benefits 800 924 Employee benefits 2,691 2,838 Operating lease liabilities 5,269 — Inventories 1,410 1,261 Other assets 1,128 1,285 Interest disallowance 11,686 6,157 Operating loss and credit carryforwards 12,806 14,782 Gross deferred tax assets 37,265 29,282 Less valuation allowance (16,553) (3,828) Deferred tax assets 20,712 25,454 Deferred tax liabilities Property, plant and equipment (6,530) (14,941) Right-of-use operating lease assets (4,619) — Intangible assets and other liabilities (14,790) (25,801) Foreign investments (1,026) (1,261) Deferred tax liabilities (26,965) (42,003) Net deferred tax liability $ (6,253) $ (16,549) Amounts recognized in the statement of financial position consist of: Other assets - net $ 1,281 $ 1,064 Deferred income taxes (7,534) (17,613) Net amount recognized $ (6,253) $ (16,549) | |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, are as follows for the years ended December 31, 2019 , 2018 and 2017: Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Balance at beginning of period $ 2,084 $ 1,916 $ 1,881 Additions (reductions) based on tax positions related to current year 209 168 267 Reductions related to lapses of statute of limitations — — (232) Balance at end of period $ 2,293 $ 2,084 $ 1,916 | |
Summary of Open Tax Years | With certain exceptions, the Company is subject to examination by U.S. Federal and state taxing authorities for the taxable years in the following table. The Company does not expect the results of these examinations to have a material impact on the Company. Tax Jurisdiction Open Tax Years France 2017 - 2019 Germany 2012 - 2019 Mexico 2015 - 2019 Portugal 2016 - 2019 Spain 2016 - 2019 Sweden 2014 - 2019 United Kingdom 2017 - 2019 United States (federal) 2014 - 2019 United States (state and local) 2014 - 2019 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule Of Changes In Projected Benefit Obligations And Plan Assets | The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Accumulated benefit obligation $ 10,093 $ 9,661 $ 13,761 $ 12,240 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 9,661 $ 10,605 $ 12,617 $ 14,904 Service cost — — 92 92 Interest cost 376 350 291 293 Actuarial (gain) loss 728 (602) 1,635 (386) Benefits paid (672) (692) (525) (1,621) Other — — (51) 17 Currency translation adjustment — — 97 (682) Projected benefit obligation at end of year $ 10,093 $ 9,661 $ 14,156 $ 12,617 Change in plan assets Fair value of plan assets at beginning of year $ 9,179 $ 10,055 $ 5,671 $ 7,322 Actual return on plan assets 1,370 (452) 831 (207) Employer and employee contributions 323 307 521 525 Benefits paid (672) (692) (525) (1,621) Other — (39) — — Currency translation adjustment — — 214 (348) Fair value of plan assets at end of year $ 10,200 $ 9,179 $ 6,712 $ 5,671 Funded status $ 107 $ (482) $ (7,444) $ (6,946) Weighted-average assumptions Discount rates 3.25%-3.35% 4.02%-4.08% 0.90%-1.95% 2.00%-2.80% Rate of compensation increase N/A N/A 2.00%-3.50% 2.00%-3.70% Amounts recognized in the statement of financial position consist of: Non-current assets $ 2,420 $ 1,830 $ — $ — Other current liabilities — — (77) (83) Other long-term liabilities (2,313) (2,312) (7,367) (6,863) Net amount recognized $ 107 $ (482) $ (7,444) $ (6,946) The table that follows contains the accumulated benefit obligation and reconciliations of the changes in projected benefit obligation, the changes in plan assets and funded status: Year Ended Year Ended Accumulated benefit obligation $ 1,287 $ 1,344 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 1,344 $ 1,423 Interest cost 50 44 Actuarial loss 11 37 Benefits paid (118) (160) Projected benefit obligation at end of year $ 1,287 $ 1,344 Change in plan assets Employer contributions $ 118 $ 160 Benefits paid (118) (160) Fair value of plan assets at end of year $ — $ — Funded status $ (1,287) $ (1,344) Weighted-average assumptions Discount rates 3.20 % 3.96 % Amounts recognized in the statement of financial position consist of: Other current liabilities $ (132) $ (147) Other long-term liabilities (1,155) (1,197) Net amount recognized $ (1,287) $ (1,344) |
Schedule of Net Benefit Costs | The following table contains the components of net periodic benefit cost: U.S. Plans Non-U.S. Plans Year Ended Year Ended Year Ended Year Ended Year Ended Year Ended Components of Net Periodic Benefit Cost Service cost $ — $ — $ — $ 92 $ 92 $ 98 Interest cost 376 350 393 291 293 286 Expected return on plan assets (412) (477) (467) (199) (222) (226) Amortization of actuarial loss 29 14 14 178 77 35 Net periodic (benefit) cost $ (7) $ (113) $ (60) $ 362 $ 240 $ 193 Weighted-average assumptions Discount rates 4.02%-4.08% 3.33%-3.45% 3.71%-3.90% 2.00%-2.80% 1.80%-2.40% 1.70%-2.60% Rate of compensation increase N/A N/A N/A 2.00%-3.70% 2.00%-3.70% 2.00%-3.90% Expected long-term rates or return 5.00%-6.00% 4.75%-6.50% 4.75%-6.50% 3.50%-4.00% 3.30%-4.00% 3.50%-4.00% The table that follows contains the components of net periodic benefit costs: Year Ended Year Ended Year Ended Components of net periodic benefit cost Interest cost $ 50 $ 44 $ 68 Amortization of the net gain from earlier periods (68) (77) (18) Net periodic (benefit) cost $ (18) $ (33) $ 50 Weighted-average assumptions Discount rates 3.96 % 3.26 % 3.64 % |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | The net amounts recognized in accumulated other comprehensive loss related to the Company’s defined benefit pension plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized loss $ 2,719 $ 2,371 $ 2,052 The net amounts recognized in accumulated other comprehensive loss related to the Company’s other postretirement healthcare and life insurance plans consisted of the following: Year Ended Year Ended Year Ended Unrecognized gain $ (490) $ (548) $ (582) |
Schedule of Allocation of Plan Assets | The Company’s pension plan asset allocations by asset category at December 31, 2019 and 2018 are as follows: U.S. Plans Non-U.S. Plans 2019 2018 2019 2018 Equity securities 52.7 % 47.6 % 39.3 % 37.8 % Debt securities 36.2 % 42.3 % 56.6 % 57.9 % Other 11.1 % 10.1 % 4.1 % 4.3 % |
Defined Benefit Plan, Plan Assets, Category | The fair values of pension plan assets by asset category at December 31, 2019 and 2018 are as follows: Total as of December 31, 2019 Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,163 $ 1,163 $ — $ — Accrued dividends 5 5 — — Global equities 8,017 8,017 — — Fixed income securities 7,494 — 7,494 — Group annuity/insurance contracts 233 — — 233 Total $ 16,912 $ 9,185 $ 7,494 $ 233 Total as of December 31, 2018 Level 1 Level 2 Level 3 Cash and cash equivalents $ 923 $ 923 $ — $ — Accrued dividends 4 4 — — Global equities 6,515 6,515 — — Fixed income securities 7,169 — 7,169 — Group annuity/insurance contracts 239 — — 239 Total $ 14,850 $ 7,442 $ 7,169 $ 239 |
Schedule of Changes in Fair Value of Plan Assets | The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2019 due to the following: Beginning balance, December 31, 2018 $ 239 Actual return on assets related to assets still held 9 Purchases, sales and settlements (15) Ending balance, December 31, 2019 $ 233 |
Schedule of Expected Benefit Payments | Estimated projected benefit payments from the plans as of December 31, 2019 are as follows: 2020 $ 1,194 2021 1,219 2022 1,178 2023 1,243 2024 1,216 2025 and thereafter 6,131 The Company’s cash contributions to its postretirement benefit plan in 2020 are not yet determined but are expected to equal the projected benefits from the plan. Estimated projected benefit payments from the plan at December 31, 2019 are as follows: 2020 $ 133 2021 129 2022 121 2023 113 2024 106 2025-2029 436 |
Business Segments, Geographic_2
Business Segments, Geographic and Customer Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Reportable Segment | Net sales from continuing operations relating to the Company’s reportable segments are as follows: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Industrial $ 201,517 $ 207,637 $ 200,284 Engineered Components 136,380 160,322 159,129 Fiber Solutions — — 22,683 Net sales $ 337,897 $ 367,959 $ 382,096 |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Adjusted EBITDA information relating to the Company’s reportable segments is presented below followed by a reconciliation of total segment Adjusted EBITDA to consolidated loss before taxes: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Segment Adjusted EBITDA Industrial $ 20,945 $ 28,979 $ 27,661 Engineered Components 15,098 19,747 16,348 Fiber Solutions — — 2,059 $ 36,043 $ 48,726 $ 46,068 Interest expense-net (769) (793) (1,232) Loss on debt extinguishment — — (182) Depreciation and amortization (21,615) (20,684) (21,229) Loss (gain) on disposal of property, plant and equipment - net (303) 1,318 320 Loss on divestiture — — (8,730) Restructuring (3,791) (877) (2,484) Integration and other restructuring costs (1,259) (128) — Total segment income (loss) before income taxes 8,306 27,562 12,531 Corporate general and administrative expenses (11,225) (12,065) (13,453) Corporate interest expense-net (32,209) (32,484) (31,719) Corporate gain on debt extinguishment — — 2,383 Corporate depreciation (620) (453) (357) Corporate restructuring (163) — 9 Corporate transaction-related expenses (1,005) — — Corporate integration and other restructuring (131) 36 569 Corporate loss on disposal of property, plant and equipment — — — Corporate share based compensation (2,368) (2,295) (979) Loss from continuing operations before income taxes $ (39,415) $ (19,699) $ (31,016) Other financial information from continuing operations relating to the Company’s reportable segments is as follows at December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Depreciation and amortization Industrial $ 12,952 $ 12,196 $ 12,198 Engineered Components 8,663 8,488 8,435 Fiber Solutions — — 596 Corporate 620 453 357 $ 22,235 $ 21,137 $ 21,586 Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Capital expenditures Industrial $ 6,650 $ 4,365 $ 5,247 Engineered Components 2,448 3,207 2,709 Fiber Solutions — — 534 Corporate 490 823 557 $ 9,588 $ 8,395 $ 9,047 December 31, 2019 December 31, 2018 Assets Industrial $ 235,726 $ 230,185 Engineered Components 82,197 90,175 Assets Held for Sale — 165,411 Total segments 317,923 485,771 Corporate and eliminations 69,178 17,826 Consolidated $ 387,101 $ 503,597 |
Reconciliation of Revenue from Segments to Consolidated | Net sales and long-lived asset information by geographic area from continuing operations are as follows at December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 December 31, 2018 December 31, 2017 Net sales by region United States $ 213,601 $ 222,607 $ 216,886 Germany 76,273 89,247 107,137 Rest of Europe 34,535 43,416 44,491 Mexico 9,085 8,762 8,365 Other 4,403 3,927 5,217 $ 337,897 $ 367,959 $ 382,096 |
Reconciliation of Assets from Segment to Consolidated | December 31, 2019 December 31, 2018 Long-lived assets United States $ 91,144 $ 79,410 Germany 48,492 52,264 Rest of Europe 9,378 7,876 Mexico 3,435 1,830 Other 3,327 3,486 $ 155,776 $ 144,866 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 29, 2019segment | Mar. 29, 2019facility | Dec. 31, 2019USD ($)segmentcountryfacility | Dec. 31, 2018USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)facility | Dec. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of reportable segments | 3 | 3 | 2 | 4 | 4 | ||
Number of operating segments | segment | 3 | 4 | |||||
Number of manufacturing facilities | facility | 23 | ||||||
Number of sales, administrative, and warehouse facilities | facility | 9 | ||||||
Number of countries Jason operates in | country | 13 | ||||||
Fair value of total debt | $ 297.3 | $ 387.4 | $ 387.4 | $ 387.4 | |||
Insurance claims proceeds received | 2.2 | ||||||
Advertising expense | $ 1.1 | 1.4 | $ 1.6 | ||||
Transferred at point in time | Revenue from Contract with Customer | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 99.00% | ||||||
Transferred over Time | Revenue from Contract with Customer | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Concentration risk, percentage | 1.00% | ||||||
Other Assets - Net | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Equity method investments | $ 5.8 | $ 6.3 | 6.3 | $ 6.3 | |||
Selling, General and Administrative Expenses | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Research and development expense | $ 4.8 | $ 2.4 | $ 3.3 | ||||
Patents | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Intangible asset, useful life | 7 years | ||||||
Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Lease term | 1 year | ||||||
Minimum | Customer relationships | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Intangible asset, useful life | 10 years | ||||||
Minimum | Trademarks and other intangibles | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Intangible asset, useful life | 1 year | ||||||
Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Lease term | 10 years 4 months 2 days | ||||||
Maximum | Customer relationships | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Intangible asset, useful life | 15 years | ||||||
Maximum | Trademarks and other intangibles | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Intangible asset, useful life | 18 years | ||||||
Buildings and improvements | Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Buildings and improvements | Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 40 years | ||||||
Machinery and equipment | Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 2 years | ||||||
Machinery and equipment | Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Property, plant and equipment, useful life | 10 years |
Discontinued Operations and D_3
Discontinued Operations and Divestitures (Narrative) (Details) $ in Thousands | Dec. 13, 2019USD ($)subsidiary | Aug. 30, 2019USD ($)subsidiary | Aug. 30, 2017USD ($) | Aug. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2019USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Non-cash share-based compensation expense | $ 986 | $ 414 | $ 140 | |||||
Debt and pension liability assumed by buyer with divestitures | 2,206 | 0 | 2,950 | |||||
Loss on divestiture | 0 | 0 | (8,730) | |||||
Discontinued Operations, Disposed of by Sale | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Cash and cash equivalents | 11,471 | |||||||
Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of subsidiaries | subsidiary | 2 | |||||||
Purchase price | $ 85,000 | |||||||
Maximum adjustment to purchase price | $ 5,000 | |||||||
Proposed purchase price reduction, that was deemed not probable | 5,200 | |||||||
Transaction costs | 5,300 | |||||||
Transaction costs paid | 3,900 | |||||||
Transaction costs included in loss on disposal | 3,000 | |||||||
Cash and cash equivalents | 11,712 | |||||||
Net sales | 90,516 | 161,961 | 183,900 | |||||
Discontinued Operations, Disposed of by Sale | Metalex | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of subsidiaries | subsidiary | 2 | |||||||
Purchase price | $ 5,000 | |||||||
Transaction costs | 800 | |||||||
Transaction costs paid | 200 | |||||||
Transaction costs included in loss on disposal | 500 | |||||||
Net working capital adjustment period | 90 days | |||||||
Cash and cash equivalents | (241) | |||||||
Net sales | 42,801 | $ 83,028 | $ 82,621 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Acoustics Europe | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net proceeds from the divestiture | $ 8,100 | $ 8,100 | ||||||
Cash and cash equivalents | 200 | 200 | ||||||
Debt and pension liability assumed by buyer with divestitures | 3,000 | |||||||
Loss on divestiture | $ (8,700) | |||||||
Net sales | $ 22,900 | |||||||
Adjusted EBITDA Based Performance | Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Non-cash share-based compensation expense | 500 | |||||||
Adjusted EBITDA Based Performance | Discontinued Operations, Disposed of by Sale | Metalex | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Non-cash share-based compensation expense | $ 100 |
Discontinued Operations and D_4
Discontinued Operations and Divestitures (Summary of Cash Proceeds from Disposlas) (Details) - USD ($) $ in Thousands | Dec. 13, 2019 | Aug. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
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 | $ 79,796 | $ 0 | $ 7,883 | ||
Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | |||||
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) | ||||
Less: income tax allocation due to buyer | (560) | ||||
Plus: preliminary working capital surplus | 5 | ||||
Plus: cash at closing | 1,394 | ||||
Adjusted purchase price | 78,633 | ||||
Less: cash divested | 3,894 | ||||
Less: consideration held in escrow and closing balance sheet adjustments | (282) | ||||
Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer | $ 75,021 | ||||
Discontinued Operations, Disposed of by Sale | Metalex | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Base purchase price | $ 5,000 | ||||
Less: income tax allocation due to buyer | (139) | ||||
Plus: preliminary working capital surplus | 570 | ||||
Plus: cash at closing | 229 | ||||
Adjusted purchase price | 5,938 | ||||
Less: cash divested | 229 | ||||
Less: consideration held in escrow and closing balance sheet adjustments | 934 | ||||
Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer | $ 4,775 |
Discontinued Operations and D_5
Discontinued Operations and Divestitures (Income Statement Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charges | $ 20,597 | $ 0 | $ 0 |
Net (loss) income from discontinued operations | (38,177) | 1,493 | 10,929 |
Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | 90,516 | 161,961 | 183,900 |
Cost of goods sold | 77,495 | 136,461 | 151,596 |
Gross profit (loss) | 13,021 | 25,500 | 32,304 |
Selling and administrative expenses | 10,934 | 16,640 | 16,717 |
Impairment charges | 0 | 0 | 0 |
(Gain) loss on disposals of property, plant and equipment - net | 4 | (72) | (17) |
Restructuring | 1,002 | 2,659 | 457 |
Operating income (loss) | 1,089 | 6,129 | 15,113 |
Interest expense-net | 47 | 94 | 76 |
Loss on divestiture | (3,060) | 0 | 0 |
Other expense | 10 | 40 | 0 |
(Loss) income before income taxes | (2,028) | 5,995 | 15,037 |
Tax provision (benefit) | 1,337 | 3,453 | 4,927 |
Net (loss) income from discontinued operations | (3,365) | 2,542 | 10,110 |
Discontinued Operations, Disposed of by Sale | Metalex | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net sales | 42,801 | 83,028 | 82,621 |
Cost of goods sold | 44,945 | 72,355 | 71,096 |
Gross profit (loss) | (2,144) | 10,673 | 11,525 |
Selling and administrative expenses | 7,731 | 11,078 | 9,526 |
Impairment charges | 20,597 | 0 | 0 |
(Gain) loss on disposals of property, plant and equipment - net | (150) | (104) | 455 |
Restructuring | 445 | 922 | 1,334 |
Operating income (loss) | (31,067) | (1,431) | 1,120 |
Interest expense-net | 78 | 66 | 61 |
Loss on divestiture | (13,783) | 0 | 0 |
Other expense | 108 | 64 | |
Other income | 63 | ||
(Loss) income before income taxes | (45,036) | (1,561) | 1,122 |
Tax provision (benefit) | (10,224) | (512) | 303 |
Net (loss) income from discontinued operations | $ (34,812) | $ (1,049) | $ 819 |
Discontinued Operations and D_6
Discontinued Operations and Divestitures (Summary of the Major Classes of Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Total current assets held for sale | $ 0 | $ 58,171 |
Total noncurrent assets held for sale | 0 | 107,240 |
Current liabilities | ||
Total current liabilities held for sale | 0 | 24,551 |
Total noncurrent liabilities held for sale | $ 0 | 3,367 |
Discontinued Operations, Disposed of by Sale | ||
Current assets | ||
Cash and cash equivalents | 11,471 | |
Accounts receivable - net | 24,346 | |
Inventories - net | 14,272 | |
Other current assets | 8,082 | |
Total current assets held for sale | 58,171 | |
Property, plant and equipment - net | 59,703 | |
Other intangible assets - net | 46,829 | |
Other assets - net | 708 | |
Total noncurrent assets held for sale | 107,240 | |
Total assets held for sale | 165,411 | |
Current liabilities | ||
Current portion of long-term debt | 857 | |
Accounts payable | 17,076 | |
Accrued compensation and employee benefits | 2,498 | |
Other current liabilities | 4,120 | |
Total current liabilities held for sale | 24,551 | |
Long-term debt | 1,143 | |
Deferred income taxes | 112 | |
Other long-term liabilities | 2,112 | |
Total noncurrent liabilities held for sale | 3,367 | |
Total liabilities held for sale | 27,918 | |
Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | ||
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 | 12,199 | |
Accrued compensation and employee benefits | 2,087 | |
Other current liabilities | 3,358 | |
Total current liabilities held for sale | 18,501 | |
Long-term debt | 1,143 | |
Deferred income taxes | 112 | |
Other long-term liabilities | 1,022 | |
Total noncurrent liabilities held for sale | 2,277 | |
Total liabilities held for sale | 20,778 | |
Discontinued Operations, Disposed of by Sale | Metalex | ||
Current assets | ||
Cash and cash equivalents | (241) | |
Accounts receivable - net | 5,112 | |
Inventories - net | 6,152 | |
Other current assets | 1,467 | |
Total current assets held for sale | 12,490 | |
Property, plant and equipment - net | 15,743 | |
Other intangible assets - net | 26,746 | |
Other assets - net | 392 | |
Total noncurrent assets held for sale | 42,881 | |
Total assets held for sale | 55,371 | |
Current liabilities | ||
Current portion of long-term debt | 0 | |
Accounts payable | 4,877 | |
Accrued compensation and employee benefits | 411 | |
Other current liabilities | 762 | |
Total current liabilities held for sale | 6,050 | |
Long-term debt | 0 | |
Deferred income taxes | 0 | |
Other long-term liabilities | 1,090 | |
Total noncurrent liabilities held for sale | 1,090 | |
Total liabilities held for sale | $ 7,140 |
Discontinued Operations and D_7
Discontinued Operations and Divestitures (Summary of Significant Cash Flow Disclosures) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Noncash Impact Of Divestiture Of Businesses | $ 4,091 | $ 0 | $ 932 |
Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Depreciation | 9,798 | 14,035 | 11,721 |
Amortization of intangible assets | 3,428 | 7,432 | 5,627 |
Non-cash operating lease expense | 2,964 | 0 | 0 |
Non-cash impairment charges | 20,597 | 0 | 0 |
Debt and pension liability assumed by buyer with divestiture | 2,206 | 0 | 0 |
Share-based compensation | 986 | 414 | 140 |
Payments for property, plant and equipment | 2,190 | 5,346 | 7,512 |
Noncash Impact Of Divestiture Of Businesses | $ 13,716 | $ 0 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Apr. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 45,684 | $ 44,065 | $ 45,142 | |
Acquisition-related transaction costs used in operating activities | 384 | 0 | 0 | |
Net sales | 337,897 | $ 367,959 | $ 382,096 | |
Schaffner Manufacturing Company Inc. | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price | $ 11,000 | |||
Cash acquired from acquisition | 200 | |||
Goodwill | $ 2,078 | |||
Acquisition-related transaction costs used in operating activities | 400 | |||
Net sales | $ 14,400 |
Acquisition (Schedule of Purcha
Acquisition (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Apr. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 45,684 | $ 44,065 | $ 45,142 | |
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) - USD ($) $ in Thousands | Apr. 01, 2019 | Dec. 31, 2019 |
Schaffner Manufacturing Company Inc. | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 2,670 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Weighted average useful life (years) | 9 years 2 months 12 days | |
Customer relationships | Schaffner Manufacturing Company Inc. | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 1,750 | |
Weighted average useful life (years) | 10 years | |
Trademarks | Schaffner Manufacturing Company Inc. | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 400 | |
Weighted average useful life (years) | 1 year | |
Non-compete agreements | Schaffner Manufacturing Company Inc. | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 520 | |
Weighted average useful life (years) | 5 years |
Net Sales - Narrative (Details)
Net Sales - Narrative (Details) - Revenue from Contract with Customer - Transferred over Time | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 1.00% | |
Finishing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 1.00% | 1.00% |
Net Sales - Disaggregation of N
Net Sales - Disaggregation of Net Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 337,897 | $ 367,959 | $ 382,096 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 213,601 | 222,607 | 216,886 |
Germany | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76,273 | 89,247 | 107,137 |
Rest of Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 34,535 | 43,416 | 44,491 |
MEXICO | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 9,085 | 8,762 | 8,365 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,403 | 3,927 | |
Finishing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 201,517 | 207,637 | |
Finishing [Member] | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 77,529 | 68,384 | |
Finishing [Member] | Germany | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76,273 | 89,247 | |
Finishing [Member] | Rest of Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 34,535 | 37,317 | |
Finishing [Member] | MEXICO | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 9,074 | 8,762 | |
Finishing [Member] | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,106 | 3,927 | |
Engineered Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 136,380 | 160,322 | $ 159,129 |
Engineered Components | United States | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 136,072 | 154,223 | |
Engineered Components | Germany | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 0 | |
Engineered Components | Rest of Europe | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 0 | 6,099 | |
Engineered Components | MEXICO | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 11 | 0 | |
Engineered Components | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 297 | 0 | |
Direct | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 240,720 | 268,358 | |
Direct | Finishing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 108,918 | 112,047 | |
Direct | Engineered Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 131,802 | 156,311 | |
Distribution | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 97,177 | 99,601 | |
Distribution | Finishing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 92,599 | 95,590 | |
Distribution | Engineered Components | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 4,578 | $ 4,011 |
Restructuring Costs (Narrative)
Restructuring Costs (Narrative) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2017plant | Dec. 31, 2019USD ($) | |
2016 Program | Finishing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of plants eliminated | plant | 2 | |
Other costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost expected to be incurred | $ | $ 1.4 |
Restructuring Costs (Schedule o
Restructuring Costs (Schedule of Restructuring Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | $ 3,954 | $ 877 | $ 2,475 |
2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,556 | 877 | 2,475 |
Cumulative restructuring charges | 10,215 | ||
Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 2,398 | ||
Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 160 | 549 | 1,152 |
Cumulative restructuring charges | 5,821 | ||
Severance costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,579 | ||
Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | (4) | 88 |
Cumulative restructuring charges | 428 | ||
Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,396 | 332 | 1,235 |
Cumulative restructuring charges | 3,966 | ||
Other costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 819 | ||
Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 3,791 | 877 | 2,484 |
Operating Segments | Finishing [Member] | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 5 | 475 | 2,501 |
Cumulative restructuring charges | 7,615 | ||
Operating Segments | Finishing [Member] | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,996 | ||
Operating Segments | Finishing [Member] | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (35) | 314 | 1,178 |
Cumulative restructuring charges | 4,744 | ||
Operating Segments | Finishing [Member] | Severance costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,550 | ||
Operating Segments | Finishing [Member] | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | (4) | 88 |
Cumulative restructuring charges | 428 | ||
Operating Segments | Finishing [Member] | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 40 | 165 | 1,235 |
Cumulative restructuring charges | 2,443 | ||
Operating Segments | Finishing [Member] | Other costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 446 | ||
Operating Segments | Engineered Components | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,387 | 402 | (17) |
Cumulative restructuring charges | 1,848 | ||
Operating Segments | Engineered Components | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 404 | ||
Operating Segments | Engineered Components | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 31 | 235 | (17) |
Cumulative restructuring charges | 325 | ||
Operating Segments | Engineered Components | Severance costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 31 | ||
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 | ||
Operating Segments | Engineered Components | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 1,356 | 167 | 0 |
Cumulative restructuring charges | 1,523 | ||
Operating Segments | Engineered Components | Other costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 373 | ||
Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 163 | 0 | (9) |
Corporate | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 164 | 0 | (9) |
Cumulative restructuring charges | 752 | ||
Corporate | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (2) | ||
Corporate | Severance costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 164 | 0 | (9) |
Cumulative restructuring charges | 752 | ||
Corporate | Severance costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | (2) | ||
Corporate | Lease termination costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | 0 | 0 |
Cumulative restructuring charges | 0 | ||
Corporate | Other costs | 2016 Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | 0 | $ 0 | $ 0 |
Cumulative restructuring charges | 0 | ||
Corporate | Other costs | Other Restructuring Actions | |||
Restructuring Cost and Reserve [Line Items] | |||
Current period restructuring charges | $ 0 |
Restructuring Costs (Restructur
Restructuring Costs (Restructuring Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Current period restructuring charges | $ 3,954 | $ 877 | $ 2,475 |
2016 Program | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 481 | 1,740 | |
Current period restructuring charges | 1,556 | 877 | 2,475 |
Cash payments | (2,031) | (2,055) | |
Foreign currency impact | (6) | (81) | |
Restructuring reserve ending balance | 0 | 481 | 1,740 |
2016 Program | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 457 | 901 | |
Current period restructuring charges | 160 | 549 | 1,152 |
Cash payments | (615) | (954) | |
Foreign currency impact | (2) | (39) | |
Restructuring reserve ending balance | 0 | 457 | 901 |
2016 Program | Lease termination costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 0 | 76 | |
Current period restructuring charges | 0 | (4) | 88 |
Cash payments | 0 | (70) | |
Foreign currency impact | 0 | (2) | |
Restructuring reserve ending balance | 0 | 0 | 76 |
2016 Program | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 24 | 763 | |
Current period restructuring charges | 1,396 | 332 | 1,235 |
Cash payments | (1,416) | (1,031) | |
Foreign currency impact | (4) | (40) | |
Restructuring reserve ending balance | 0 | 24 | $ 763 |
Other Restructuring Actions | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 0 | ||
Current period restructuring charges | 2,398 | ||
Cash payments | (1,633) | ||
Foreign currency impact | 4 | ||
Restructuring reserve ending balance | 761 | 0 | |
Other Restructuring Actions | Severance costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 0 | ||
Current period restructuring charges | 1,579 | ||
Cash payments | (858) | ||
Foreign currency impact | (4) | ||
Restructuring reserve ending balance | 717 | 0 | |
Other Restructuring Actions | Other costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring reserve beginning balance | 0 | ||
Current period restructuring charges | 819 | ||
Cash payments | (775) | ||
Foreign currency impact | 0 | ||
Restructuring reserve ending balance | $ 44 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 23,533 | $ 24,315 |
Work-in-process | 1,864 | 1,918 |
Finished goods | 24,546 | 23,242 |
Total inventories | $ 49,943 | $ 49,475 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Right-of-use finance lease assets | $ 506 | |
Property, plant and equipment, gross | $ 137,005 | |
Property, plant, equipment and finance lease right of use asset, gross | 146,201 | |
Less: Accumulated depreciation | (61,839) | |
Less: Accumulated depreciation | (75,925) | |
Property, plant and equipment, net | 70,276 | |
Property, plant and equipment, net | 70,276 | 75,166 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,407 | 5,457 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,600 | 26,254 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 108,474 | 101,492 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,214 | $ 3,802 |
Property, Plant and Equipment_3
Property, Plant and Equipment ( Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||||
Gain on disposals of property, plant and equipment | $ (448) | $ 1,142 | $ 759 | |
Value added tax (paid from) collected on building sale | $ 700 | (707) | 694 | 0 |
Depreciation, Net From Continuing Operations | $ 14,800 | 14,300 | $ 14,500 | |
Seating | ||||
Property, Plant and Equipment [Line Items] | ||||
Gain on disposals of property, plant and equipment | $ 1,300 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 44,065 | $ 45,142 |
Acquisitions | 2,078 | |
Foreign currency impact | (459) | (1,077) |
Goodwill, end of period | $ 45,684 | $ 44,065 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
Accumulated impairment loss | $ 59,100,000 | $ 59,100,000 | |
Weighted percentage use in valuation approach | 35.00% | 30.00% | 35.00% |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | 7,400,000 | 6,800,000 | $ 7,000,000 |
Milsco Reporting Unit | |||
Goodwill [Line Items] | |||
Accumulated impairment loss | $ 58,800,000 | $ 58,800,000 | |
Patents | |||
Goodwill [Line Items] | |||
Weighted average useful life (years) | 5 years 10 months 24 days | ||
Customer relationships | |||
Goodwill [Line Items] | |||
Weighted average useful life (years) | 9 years 2 months 12 days | ||
Trademarks and other intangibles | |||
Goodwill [Line Items] | |||
Weighted average useful life (years) | 8 years 9 months 18 days | ||
Finishing [Member] | |||
Goodwill [Line Items] | |||
Reporting unit, percentage of fair value in excess of carrying amount | 15.00% | 15.00% | 15.00% |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 97,398 | $ 95,237 |
Accumulated Amortization | (32,808) | (25,537) |
Net | 64,590 | 69,700 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,075 | 2,038 |
Accumulated Amortization | (1,368) | (1,018) |
Net | 707 | 1,020 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 62,490 | 61,075 |
Accumulated Amortization | (20,205) | (15,922) |
Net | 42,285 | 45,153 |
Trademarks and other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,833 | 32,124 |
Accumulated Amortization | (11,235) | (8,597) |
Net | $ 21,598 | $ 23,527 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Future Annual Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 7,765 | |
2021 | 7,523 | |
2022 | 7,350 | |
2023 | 7,341 | |
2024 | 6,779 | |
Thereafter | 27,832 | |
Net | $ 64,590 | $ 69,700 |
Debt and Hedging Instruments (S
Debt and Hedging Instruments (Schedule of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instruments [Abstract] | ||
Finance lease obligations and other debt | $ 755 | |
Finance lease obligations and other debt | $ 613 | |
Total gross debt | 389,011 | 398,509 |
Debt discount on Term Loans | (1,739) | (2,669) |
Deferred issuance costs on Term Loans | (2,522) | (4,052) |
Total debt | 384,750 | 391,788 |
Less: Current portion | (5,800) | (5,687) |
Total long-term debt | 378,950 | 386,101 |
Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 13,929 | 15,469 |
Secured Debt | First Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 284,440 | 292,540 |
Secured Debt | Second Lien Term Loans | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | 89,887 | 89,887 |
Secured Debt | Foreign debt | ||
Debt Instruments [Abstract] | ||
Long-term debt gross | $ 13,929 | $ 15,469 |
Debt and Hedging Instruments _2
Debt and Hedging Instruments (Schedule of Future Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 5,800 | |
2021 | 284,051 | |
2022 | 92,175 | |
2023 | 2,270 | |
2024 | 4,013 | |
Thereafter | 702 | |
Total gross debt | 389,011 | $ 398,509 |
Debt discount on Term Loans | (1,739) | (2,669) |
Less: Deferred issuance costs on Term Loans | (2,522) | (4,052) |
Total debt | $ 384,750 | $ 391,788 |
Debt and Hedging Instruments _3
Debt and Hedging Instruments (Senior Secured Credit Facilities Narrative) (Details) | Jun. 26, 2020 | Aug. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Payments of deferred financing costs | $ 331,000 | $ 649,000 | $ 0 | ||||
Debt issuance cost, amount expensed | $ 2,522,000 | 2,522,000 | 4,052,000 | ||||
Proceeds from divestiture of businesses | 79,796,000 | 0 | 7,883,000 | ||||
Repurchase of debt, cash outflow | 8,100,000 | 5,600,000 | 21,826,000 | ||||
Gain on extinguishment of debt | $ (200,000) | $ 0 | 0 | 2,201,000 | |||
Debt covenant, consolidated net leverage ratio, maximum allowable amount | 525.00% | ||||||
Actual net leverage ratio (exceeded) | 525.00% | 525.00% | |||||
Other Assets - Net | |||||||
Debt Instrument [Line Items] | |||||||
Payments of deferred financing costs | $ 300,000 | ||||||
Revolving Credit Facility | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from divestiture of businesses | $ 62,600,000 | ||||||
Proceeds from divestiture of business, remaining after permitted reinvestments | $ 57,600,000 | $ 57,600,000 | |||||
Secured Debt | Long-term Debt, Current Portion | |||||||
Debt Instrument [Line Items] | |||||||
Mandatory prepayment | 0 | 0 | |||||
Secured Debt | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding letters of credit | 3,600,000 | 3,600,000 | |||||
Outstanding borrowings | 0 | 0 | |||||
Secured Debt | Revolving Credit Facility | Other Noncurrent Assets | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance cost, amount capitalized | $ 500,000 | $ 500,000 | |||||
First Lien Term Loans | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Long-term debt, percentage bearing variable interest, floor | 1.00% | 1.00% | |||||
First Lien Term Loans | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.50% | ||||||
First Lien Term Loans | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 310,000,000 | $ 310,000,000 | |||||
Long-term debt gross | $ 284,440,000 | 284,440,000 | 292,540,000 | ||||
Amortization of debt discount (premium) | $ 800,000 | ||||||
Interest rate, effective percentage | 6.40% | 6.40% | |||||
Consolidated net leverage ratio, maximum | 4.25 | ||||||
Consolidated net leverage ratio, maximum | 7.52 | ||||||
Voluntary prepayment of debt | $ 5,000,000 | ||||||
First Lien Term Loans | Secured Debt | Scenario, Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated net leverage ratio, maximum | 4 | ||||||
Second Lien Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of debt discount (premium) | 400,000 | ||||||
Repurchase of debt, gross | 20,000,000 | ||||||
Repurchase of debt, cash outflow | 16,800,000 | ||||||
Previously unamortized debt discount | 400,000 | ||||||
Gain on extinguishment of debt | $ 2,400,000 | ||||||
Second Lien Term Loans | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 7.00% | ||||||
Second Lien Term Loans | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 8.00% | ||||||
Second Lien Term Loans | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | 110,000,000 | $ 110,000,000 | |||||
Long-term debt gross | $ 89,887,000 | $ 89,887,000 | 89,887,000 | ||||
Interest rate, effective percentage | 9.90% | 9.90% | |||||
Revolving Credit Facility | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Net Leverage Ratio, Covenant restriction, excess letters of credit credit obligations | $ 5,000,000 | ||||||
Aggregate outstanding amount | 10,000,000 | ||||||
Amendment To Extend Maturity Date to June 30, 2020 | Secured Debt | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||||||
Amendment To Extend Maturity Date To December 31, 2020 | Secured Debt | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 25,500,000 | $ 25,500,000 | |||||
Senior Secured Credit Facilities | Federal Funds Effective Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Senior Secured Credit Facilities | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% |
Debt and Hedging Instruments _4
Debt and Hedging Instruments (Schedule of Foreign Debt Obligations) (Details) - Foreign debt - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 13,929 | $ 15,469 |
Germany | ||
Debt Instrument [Line Items] | ||
Long-term debt | 13,413 | 15,002 |
India | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 516 | $ 467 |
Debt and Hedging Instruments (F
Debt and Hedging Instruments (Foreign Debt Narrative) (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | Acoustics Europe | |||
Debt Instrument [Line Items] | |||
Cash received to retire debt | $ 2,400,000 | ||
Secured Debt | Individual Foreign Loans | Minimum | |||
Debt Instrument [Line Items] | |||
Long-term debt gross | $ 200,000 | $ 100,000 | |
Secured Debt | Individual Foreign Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Long-term debt gross | 7,700,000 | 9,300,000 | |
Germany | Individual Foreign Loans | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 12,500,000 | $ 15,000,000 | |
Germany | Individual Foreign Loans | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 1.80% | ||
Germany | Individual Foreign Loans | Maximum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.70% |
Debt and Hedging Instruments (I
Debt and Hedging Instruments (Interest Rate Hedge Contracts Narrative) (Details) - Interest Rate Swap - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Interest income | $ (900) | |||
Interest expense | $ 200 | $ 1,900 | ||
Scenario, Forecast | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 300 | |||
Designated as Hedging Instrument | ||||
Debt Instrument [Line Items] | ||||
Derivative (liability) assets, net | (260) | 1,867 | ||
Designated as Hedging Instrument | Cash Flow Hedging | ||||
Debt Instrument [Line Items] | ||||
Derivative, notional amount | $ 210,000 | $ 210,000 | ||
Derivative, fixed interest rate | 2.08% |
Debt and Hedging Instruments _5
Debt and Hedging Instruments (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | $ (260) | $ 1,867 |
Recorded in other current assets | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | 0 | 1,325 |
Recorded in other assets - net | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | 0 | 542 |
Recorded in other current liabilities | ||
Derivative [Line Items] | ||
Total net asset derivatives designated as hedging instruments | $ (260) | $ 0 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||||
Other long-term liabilities | $ 18,436 | $ 16,938 | ||
Operating lease, not yet commenced, obligation | $ 300 | |||
Operating leases, rent expense | $ 6,500 | $ 6,100 | ||
Accounting Standards Update 2016-02 | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, right-of-use asset | $ 20,900 | |||
Lease, liability | 23,200 | |||
Deferred Rent Asset, Net, Current | 2,100 | |||
Other long-term liabilities | 1,000 | |||
Tax effect of adoption of new accounting guidance | $ 800 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, not yet commenced, term | 2 years | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, not yet commenced, term | 4 years |
Leases (Schedule of Lease Cost
Leases (Schedule of Lease Cost and Other Information Related to Leases) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Depreciation of right-of-use assets | $ 145 | ||
Interest on lease liabilities | 42 | ||
Operating lease expense | 6,586 | ||
Other lease expense | (32) | ||
Total | 6,741 | ||
Accelerated lease expense | $ 600 | ||
Weighted-average remaining lease term (in years) | |||
Finance leases | 2 years 7 months 2 days | ||
Operating leases | 7 years 2 months 8 days | ||
Weighted-average discount rate | |||
Finance leases | 6.70% | ||
Operating leases | 6.90% | ||
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | $ 50 | ||
Operating cash flows from operating leases | 10,285 | ||
Financing cash flows from finance leases | 340 | $ 0 | $ 0 |
Continuing Operations | |||
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | 47 | ||
Operating cash flows from operating leases | 6,262 | ||
Financing cash flows from finance leases | 332 | ||
Discontinued Operations | |||
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from finance leases | 3 | ||
Operating cash flows from operating leases | 4,023 | ||
Financing cash flows from finance leases | $ 8 |
Leases (Schedule of Balance She
Leases (Schedule of Balance Sheet Information Related to Leases) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Right-of-use finance lease assets | $ 506 |
Finance lease liability, current | 417 |
Finance lease, liability, non-current | 325 |
Total finance lease liabilities | 742 |
Right-of-use operating lease assets | 20,910 |
Current portion of operating lease liabilities | 4,275 |
Long-term operating lease liabilities | 19,136 |
Total operating lease liabilities | $ 23,411 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2020 | $ 450 | |
2021 | 136 | |
2022 | 107 | |
2023 | 79 | |
2024 | 31 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 803 | |
Less: imputed interest | (61) | |
Total lease obligations | 742 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2020 | 5,730 | |
2021 | 4,790 | |
2022 | 3,528 | |
2023 | 2,946 | |
2024 | 2,530 | |
Thereafter | 10,654 | |
Total future undiscounted lease payments | 30,178 | |
Less: imputed interest | (6,767) | |
Total lease obligations | $ 23,411 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2019 | $ 5,768 | |
2020 | 4,418 | |
2021 | 3,823 | |
2022 | 2,877 | |
2023 | 2,362 | |
Thereafter | 10,307 | |
Total operating lease payments | $ 29,555 |
Shareholders' (Deficit) Equit_2
Shareholders' (Deficit) Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 03, 2019 | Sep. 01, 2019 | Jan. 22, 2018 | Jun. 30, 2014 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2016 | Oct. 01, 2019 | Jul. 01, 2019 | Jun. 30, 2019 | Jun. 28, 2019 | Apr. 01, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Nov. 01, 2018 | Oct. 01, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Jan. 01, 2018 | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 |
Class of Stock Disclosures [Abstract] | |||||||||||||||||||||||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | |||||||||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued (in shares) | 28,508,977 | 27,394,978 | |||||||||||||||||||||
Common stock, shares outstanding (in shares) | 28,508,977 | 27,394,978 | |||||||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares issued (in shares) | 43,950 | 40,612 | |||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 43,950 | 40,612 | |||||||||||||||||||||
Preferred stock, shares declared (in shares) | 860 | 794 | |||||||||||||||||||||
Preferred stock, dividends declared | $ 0.9 | ||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||
Ownership percentage without board approval, that triggers penalty | 30.00% | ||||||||||||||||||||||
Warrants outstanding (in shares) | 0 | 0 | |||||||||||||||||||||
Number of securities called by each right (in shares) | 0.001 | 1 | |||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 5 | $ 12 | $ 12 | ||||||||||||||||||||
Jason | |||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||
Rollover equity conversion ratio | 1 | ||||||||||||||||||||||
Jason | JPHI Holdings, Inc. | |||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||
Ownership of shares (in shares) | 3,485,623 | 1,084,007 | 0 | ||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 2,401,616 | ||||||||||||||||||||||
Jason | JPHI Holdings, Inc. | |||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||
Percentage of voting interests acquired | 83.10% | ||||||||||||||||||||||
Noncontrolling interest, percentage of voting interests following acquisition | 16.90% | 0.00% | 6.00% | ||||||||||||||||||||
Series A Preferred Stock | |||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | |||||||||||||||||||||||
Preferred stock, shares issued (in shares) | 843 | 826 | 809 | 794 | 778 | 763 | 748 | 968 | 952 | 931 | 915 | 899 | |||||||||||
Preferred stock, shares issued, value | $ 45 | ||||||||||||||||||||||
Payments of stock issuance costs | $ 2.5 | ||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 8.00% | ||||||||||||||||||||||
Shares issued upon conversion (in shares) | 81.18 | 81.18 | 81.18 | ||||||||||||||||||||
Preferred stock, dividends declared per share (in dollars per share) | $ 20 | ||||||||||||||||||||||
Common Stock, Shares Issued Upon Conversion, Conversion Ratio | 11500.00% | ||||||||||||||||||||||
Warrants and Rights Note Disclosure [Abstract] | |||||||||||||||||||||||
Exchange of shares by noncontrolling owners (in shares) | 12,136 | ||||||||||||||||||||||
Series A Preferred Stock | Jason | |||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | |||||||||||||||||||||||
Equity interest issued as consideration, shares (in shares) | 45,000 | ||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Class of Stock Disclosures [Abstract] | |||||||||||||||||||||||
Exchange of common stock (in shares) | 1,395,640 |
Shareholders' (Deficit) Equit_3
Shareholders' (Deficit) Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 01, 2019 | Jul. 01, 2019 | Apr. 01, 2019 | Jan. 01, 2019 | Oct. 01, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Jan. 01, 2018 | Oct. 01, 2017 | Jul. 01, 2017 | Apr. 01, 2017 | Jan. 01, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||||||||
Total Dividends Paid | $ 9 | $ 10 | $ 17 | ||||||||||||
Preferred Shares Issued (in shares) | 43,950 | 40,612 | |||||||||||||
Series A Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Amount Per Share (in dollars per share) | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | $ 20 | |||
Total Dividends Paid | $ 845 | $ 828 | $ 812 | $ 796 | $ 781 | $ 766 | $ 751 | $ 974 | $ 955 | $ 936 | $ 918 | $ 900 | |||
Preferred Shares Issued (in shares) | 843 | 826 | 809 | 794 | 778 | 763 | 748 | 968 | 952 | 931 | 915 | 899 |
Shareholders' (Deficit) Equit_4
Shareholders' (Deficit) Equity (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Jan. 01, 2018 | |
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Beginning balance | $ (7,783) | $ 5,684 | $ (3,142) | ||
Cumulative impact of accounting changes | 384 | $ 776 | |||
Other comprehensive income before reclassifications | (3,423) | (3,311) | 11,915 | ||
Amounts reclassified from accumulated other comprehensive loss | (1,649) | 72 | 279 | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,884) | ||||
Ending balance | (90,859) | (7,783) | 5,684 | ||
Acoustics Europe | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Amounts reclassified from accumulated other comprehensive loss | (900) | ||||
Employee retirement plan adjustments | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Beginning balance | (1,831) | (1,517) | (1,777) | ||
Cumulative impact of accounting changes | $ (137) | ||||
Other comprehensive income before reclassifications | (526) | (223) | 365 | ||
Amounts reclassified from accumulated other comprehensive loss | 125 | (46) | 8 | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (113) | ||||
Ending balance | (2,232) | (1,831) | (1,517) | ||
Foreign currency translation adjustments | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Beginning balance | (23,151) | (18,596) | (27,404) | ||
Cumulative impact of accounting changes | 0 | ||||
Other comprehensive income before reclassifications | (1,950) | (4,555) | 11,394 | ||
Amounts reclassified from accumulated other comprehensive loss | (1,112) | 0 | (888) | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (1,698) | ||||
Ending balance | (26,213) | (23,151) | (18,596) | ||
Foreign currency translation adjustments | Disposal Of U.K. Entities | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Amounts reclassified from accumulated other comprehensive loss | (800) | ||||
Foreign currency translation adjustments | North American Fiber Solutions | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Amounts reclassified from accumulated other comprehensive loss | (300) | ||||
Net unrealized gains (losses) on cash flow hedges | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Beginning balance | 1,411 | 51 | (1,191) | ||
Cumulative impact of accounting changes | 11 | ||||
Other comprehensive income before reclassifications | (947) | 1,467 | 156 | ||
Amounts reclassified from accumulated other comprehensive loss | (662) | 118 | 1,159 | ||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc. | (73) | ||||
Ending balance | (198) | 1,411 | 51 | ||
Total | |||||
Accumulated Other Comprehensive Income (Loss), before Tax [Roll Forward] | |||||
Beginning balance | (23,571) | (20,062) | (30,372) | ||
Cumulative impact of accounting changes | (126) | $ (126) | |||
Ending balance | $ (28,643) | $ (23,571) | $ (20,062) |
Share Based Compensation (Narra
Share Based Compensation (Narrative) (Details) | Feb. 27, 2018shares | Dec. 31, 2019USD ($)shares | Sep. 27, 2019shares | Jun. 30, 2017shares | Dec. 31, 2019USD ($)d$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2015shares | Jun. 30, 2017shares | Dec. 31, 2016shares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense from discontinued operations | $ | $ 986,000 | $ 414,000 | $ 140,000 | ||||||||
Performance trading period | 30 days | ||||||||||
Allocated share-based compensation expense | $ | $ 2,368,000 | $ 2,295,000 | $ 979,000 | ||||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Performance period measurement duration | d | 20 | ||||||||||
2014 Omnibus Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Capital shares reserved for future issuance (in shares) | 1,252,915 | 1,252,915 | 3,473,435 | ||||||||
Capital shares reserved for future issuance, increase (decrease) (in shares) | 4,000,000 | ||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 2,700,000 | $ 2,700,000 | |||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 1 year 4 months 24 days | ||||||||||
Restricted stock units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 3 years | ||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 2,600,000 | $ 2,600,000 | |||||||||
Units payable period duration | 30 days | ||||||||||
Compensation not yet recognized (in shares) | 2,047,594 | ||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.04 | ||||||||||
Restricted stock outstanding, weighted average period for vesting | 1 year 6 months | ||||||||||
Nonvested shares (in shares) | 2,411,502 | 2,411,502 | 3,150,000 | 1,033,000 | 554,000 | ||||||
Vested (in dollars per share) | $ / shares | $ 2.60 | $ 3.72 | $ 4.84 | ||||||||
Fair value of equity instruments other than options vested during period | $ | $ 4,200,000 | $ 100,000 | $ 300,000 | ||||||||
Number of shares withheld (in shares) | 415,723 | 2,837 | 25,532 | ||||||||
Equity instruments granted during period (in shares) | 985,000 | 2,166,000 | 745,000 | ||||||||
Allocated share-based compensation expense | $ | $ 2,171,000 | $ 1,896,000 | $ 792,000 | ||||||||
Vested (in shares) | 1,543,000 | 36,000 | 265,000 | ||||||||
Restricted stock units | Director | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Award vesting period | 1 year | ||||||||||
Nonvested shares (in shares) | 363,908 | 363,908 | |||||||||
Vested (in dollars per share) | $ / shares | $ 4.02 | ||||||||||
Adjusted EBITDA Based Performance | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized share-based compensation expense to be recognized in future periods | $ | $ 100,000 | $ 100,000 | |||||||||
Weighted average period for recognition of compensation expense related to share based compensation plans | 3 months 18 days | ||||||||||
Nonvested shares (in shares) | 1,473,000 | 1,473,000 | 908,000 | 908,000 | 723,000 | ||||||
Vested (in dollars per share) | $ / shares | $ 1.64 | $ 0 | $ 0 | ||||||||
Equity instruments granted during period (in shares) | 705,000 | 0 | 1,058,000 | 1,357,942 | |||||||
Award requisite service period | 3 years | 3 years | 3 years | ||||||||
Target shares for calculation of compensation expense (in shares) | 0 | 0 | |||||||||
Allocated share-based compensation expense | $ | $ 197,000 | $ 399,000 | $ 178,000 | ||||||||
Vested (in shares) | (62,000) | 0 | 0 | ||||||||
Adjusted EBITDA Based Performance | Grants In 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity instruments granted during period (in shares) | 704,500 | ||||||||||
Estimated payout percentage for calculation of compensation expense | 0.00% | 100.00% | |||||||||
Target shares for calculation of compensation expense (in shares) | 0 | 601,000 | 0 | ||||||||
Allocated share-based compensation expense | $ | $ 100,000 | ||||||||||
Adjusted EBITDA Based Performance | Grants in 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Equity instruments granted during period (in shares) | 1,057,505 | ||||||||||
Estimated payout percentage for calculation of compensation expense | 80.00% | 100.00% | |||||||||
Target shares for calculation of compensation expense (in shares) | 697,744 | 872,180 | 697,744 | ||||||||
Allocated share-based compensation expense | $ | $ 100,000 | ||||||||||
Adjusted EBITDA Based Performance | A2019 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 | |||||||||
Adjusted EBITDA Based Performance | Discontinued Operations, Disposed of by Sale | North American Fiber Solutions | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense from discontinued operations | $ | $ 500,000 | ||||||||||
Awards vested upon sale of business (in shares) | 303,030 | ||||||||||
Adjusted EBITDA Based Performance | Discontinued Operations, Disposed of by Sale | Metalex | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense from discontinued operations | $ | $ 100,000 | ||||||||||
Awards vested upon sale of business (in shares) | 60,018 | ||||||||||
Adjusted EBITDA Based Performance | Minimum | Executive Officer | Grants In 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||||
Adjusted EBITDA Based Performance | Minimum | Executive Officer | Grants in 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares for potential payout (in shares) | 0 | ||||||||||
Adjusted EBITDA Based Performance | Maximum | Executive Officer | Grants In 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares for potential payout (in shares) | 601,000 | ||||||||||
Adjusted EBITDA Based Performance | Maximum | Executive Officer | Grants in 2017 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares for potential payout (in shares) | 872,180 | ||||||||||
Performance Share Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Performance trading period | 3 years | ||||||||||
Performance Share Units | Minimum | Awards Granted 2014 Through 2016 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of performance shares awarded, target performance threshold percentage | 0.00% | 0.00% | |||||||||
Performance Share Units | Minimum | Awards Granted in 2017 And 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of performance shares awarded, target performance threshold percentage | 0.00% | 0.00% | |||||||||
Performance Share Units | Maximum | Awards Granted 2014 Through 2016 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of performance shares awarded, target performance threshold percentage | 150.00% | 150.00% | |||||||||
Performance Share Units | Maximum | Awards Granted in 2017 And 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of performance shares awarded, target performance threshold percentage | 100.00% | 100.00% | |||||||||
Stock Price vesting awards | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Nonvested shares (in shares) | 0 | 0 | |||||||||
Allocated share-based compensation expense | $ | $ 0 | $ 0 | $ 9,000 | ||||||||
Vested (in shares) | 0 | ||||||||||
ROIC Based Performance [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Nonvested shares (in shares) | 0 | 0 | |||||||||
Award requisite service period | 3 years | ||||||||||
Vested (in shares) | 0 |
Share Based Compensation (Sched
Share Based Compensation (Schedule of Share Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 2,368 | $ 2,295 | $ 979 |
Share-based compensation expense from discontinued operations | 986 | 414 | 140 |
Total share-based compensation expense | 3,354 | 2,709 | 1,119 |
Total income tax benefit recognized from continuing and discontinued operations | 633 | 667 | 276 |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 2,171 | 1,896 | 792 |
Adjusted EBITDA vesting awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | 197 | 399 | 178 |
Stock Price vesting awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation expense | $ 0 | $ 0 | $ 9 |
Share Based Compensation (Sch_2
Share Based Compensation (Schedule of Restricted Stock Unit Activity) (Details) - Restricted stock units - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Units (Thousands) | |||
Outstanding at beginning of period (in shares) | 3,150,000 | 1,033,000 | 554,000 |
Granted (in shares) | 985,000 | 2,166,000 | 745,000 |
Issued (in shares) | (1,543,000) | (36,000) | (265,000) |
Deferred (in shares) | 75,000 | 0 | 159,000 |
Forfeited (in shares) | (255,000) | (13,000) | (160,000) |
Outstanding at end of period (in shares) | 2,411,502 | 3,150,000 | 1,033,000 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at beginning of period (in dollars per share) | $ 2.89 | $ 2.84 | $ 5.22 |
Granted (in dollars per share) | 1.36 | 2.94 | 1.32 |
Issued (in dollars per share) | 2.60 | 3.72 | 4.84 |
Deferred (in dollars per share) | 1.30 | 0 | 3.69 |
Forfeited (in dollars per share) | 2.77 | 3.02 | 1.53 |
Outstanding at end of period (in dollars per share) | $ 2.34 | $ 2.89 | $ 2.84 |
Share Based Compensation (Sch_3
Share Based Compensation (Schedule of Adjusted EBITDA Vesting Awards Activity) (Details) - Adjusted EBITDA Based Performance - $ / shares | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Jun. 30, 2017 | |
Weighted-Average Grant-Date Fair Value | |||||
Outstanding at beginning of period (in shares) | 908,000 | 908,000 | 723,000 | ||
Granted (in shares) | 705,000 | 0 | 1,058,000 | 1,357,942 | |
Adjustment for performance results achieved (in shares) | 0 | 0 | (708,000) | ||
Vested (in shares) | (62,000) | 0 | 0 | ||
Forfeited (in shares) | (78,000) | 0 | (165,000) | ||
Outstanding at end of period (in shares) | 1,473,000 | 908,000 | 908,000 | ||
Units (Thousands) | |||||
Outstanding at beginning of period (in dollars per share) | $ 1.30 | $ 1.30 | $ 9.67 | ||
Granted (in dollars per share) | 1.64 | 0 | 1.30 | ||
Adjustment for performance results achieved (in dollars per share) | 0 | 0 | 9.65 | ||
Vested (in dollars per share) | 1.64 | 0 | 0 | ||
Forfeited (in dollars per share) | 1.52 | 0 | 2.11 | ||
Outstanding at end of period (in dollars per share) | $ 1.44 | $ 1.30 | $ 1.30 | ||
Award requisite service period | 3 years | 3 years | 3 years |
Share Based Compensation (Sch_4
Share Based Compensation (Schedule of ROIC Vesting Awards) (Details) - ROIC Based Performance - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Units (Thousands) | ||
Vested (in shares) | 0 | |
Outstanding at end of period (in shares) | 0 | |
Weighted-Average Grant-Date Fair Value | ||
Award requisite service period | 3 years |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 03, 2019 | Sep. 01, 2019 | Jun. 30, 2019 | Nov. 01, 2018 | Jan. 22, 2018 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Net loss per share from continuing operations (in dollars per share) | $ (1.64) | $ (0.68) | $ (0.74) | ||||||
Net (loss) income per share from discontinued operations (in dollars per share) | (1.34) | 0.06 | 0.42 | ||||||
Basic and diluted net loss per share (in dollars per share) | $ (2.98) | $ (0.62) | $ (0.32) | ||||||
Net loss from continuing operations | $ (43,431) | $ (14,653) | $ (15,402) | ||||||
Less net gain (loss) attributable to noncontrolling interests | 0 | 0 | 5 | ||||||
Accretion of preferred stock dividends and redemption premium | 3,347 | 4,070 | 3,783 | ||||||
Total net loss from continuing operations less accretion of dividends on preferred stock and redemption premium | (46,778) | (18,723) | (19,190) | ||||||
Net (loss) income from discontinued operations, net of tax | (38,177) | 1,493 | 10,929 | ||||||
Net loss allocable to common shareholders of Jason Industries | $ (84,955) | $ (17,230) | $ (8,261) | ||||||
Basic and diluted weighted-average shares outstanding (in shares) | 28,484,000 | 27,595,000 | 26,082,000 | ||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 14,447,000 | 20,867,000 | 20,086,000 | ||||||
Warrant exercise price (in dollars per share) | $ 12 | $ 5 | $ 12 | ||||||
Preferred stock, shares declared (in shares) | 860 | 794 | |||||||
Series A Preferred Stock | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Shares issued upon conversion (in shares) | 81.18 | 81.18 | 81.18 | ||||||
Warrant [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 6,901,000 | 13,994,000 | 13,994,000 | ||||||
Conversion of Series A 8% Perpetual Convertible Preferred | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 3,442,000 | 3,235,000 | 3,858,000 | ||||||
Convertible Common Stock [Member] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 0 | 0 | 59,000 | ||||||
Restricted stock units | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 2,702,000 | 2,331,000 | 796,000 | ||||||
Performance share units | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Weighted average number of anti-dilutive shares excluded from denominator (in shares) | 1,402,000 | 1,307,000 | 1,379,000 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Provisional tax benefit | $ 11,100 | |||
Undistributed earnings of foreign subsidiaries | 54,500 | |||
Provisional income tax expense | 5,300 | |||
Tax Cuts and Jobs Act, Transition Tax for Accumulated Foreign Earnings, Income Tax Expense | $ (500) | |||
Deferred tax assets, valuation allowance | 3,828 | $ 16,553 | ||
Unrecognized tax benefits | 2,084 | 1,916 | 2,293 | $ 1,881 |
Unrecognized tax benefits that would impact effective tax rate | 2,100 | 1,900 | 2,300 | |
Deferred tax liability, not recognized, amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | $ 1,700 | |||
Foreign investments | $ (1,261) | (1,026) | ||
Research Tax Credit Carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforward, amount | 2,400 | |||
Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 12,800 | |||
State and Local Jurisdiction | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | 110,300 | |||
Tax credit carryforward, amount | 1,100 | |||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforwards | $ 15,000 |
Income Taxes (Source of Income
Income Taxes (Source of Income Before Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (40,169) | $ (28,793) | $ (31,880) |
Foreign | 754 | 9,094 | 864 |
Loss from continuing operations before income taxes | $ (39,415) | $ (19,699) | $ (31,016) |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||
Federal | $ 106 | $ 53 | $ 208 |
State | 75 | 53 | (125) |
Foreign | 2,008 | 2,527 | 3,405 |
Total current income tax provision | 2,189 | 2,633 | 3,488 |
Deferred | |||
Federal | 581 | (6,112) | (16,916) |
State | 2,428 | (597) | (1,142) |
Foreign | (1,182) | (970) | (1,044) |
Total deferred income tax provision (benefit) | 1,827 | (7,679) | (19,102) |
Total deferred income tax provision (benefit) | $ 4,016 | $ (5,046) | $ (15,614) |
Income Taxes (Effective Tax Rat
Income Taxes (Effective Tax Rate Reconciliation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax at Federal statutory rate | 21.00% | 21.00% | 35.00% |
State taxes - net of Federal benefit | 1.80% | 6.50% | 3.30% |
Research and development incentives | 1.20% | 2.10% | 0.60% |
Foreign rate differential | 0.80% | (1.70%) | 0.60% |
Valuation allowances | (33.70%) | (1.80%) | 1.50% |
Change in foreign tax rates | 0.00% | 0.00% | (0.60%) |
Increase in tax reserves | (0.80%) | (1.30%) | (0.20%) |
Stock compensation expense | 0.20% | (1.70%) | (1.70%) |
U.S. taxation of foreign earnings | 0.40% | (2.40%) | (4.40%) |
Non-deductible meals and entertainment | (0.20%) | (0.10%) | (0.10%) |
Change in U.S. tax rate | 0 | 0 | 0.348 |
Transition tax on unremitted foreign earnings | 0 | 0.026 | (0.171) |
Other | (0.90%) | 2.40% | (1.40%) |
Effective tax rate | (10.20%) | 25.60% | 50.30% |
Valuation allowance related to federal and state deferred tax assets | $ 13.3 |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Accrued expenses and reserves | $ 1,475 | $ 2,035 |
Postretirement and postemployment benefits | 800 | 924 |
Employee benefits | 2,691 | 2,838 |
Operating lease liabilities | 5,269 | |
Inventories | 1,410 | 1,261 |
Other assets | 1,128 | 1,285 |
Interest disallowance | 11,686 | 6,157 |
Operating loss and credit carryforwards | 12,806 | 14,782 |
Gross deferred tax assets | 37,265 | 29,282 |
Less valuation allowance | (16,553) | (3,828) |
Deferred tax assets | 20,712 | 25,454 |
Deferred tax liabilities | ||
Property, plant and equipment | (6,530) | (14,941) |
Right-of-use operating lease assets | (4,619) | |
Intangible assets and other liabilities | (14,790) | (25,801) |
Foreign investments | (1,026) | (1,261) |
Deferred tax liabilities | (26,965) | (42,003) |
Net deferred tax liability | (6,253) | (16,549) |
Deferred income taxes | 1,281 | 1,064 |
Deferred income taxes | (7,534) | (17,613) |
Net amount recognized | $ 6,253 | $ 16,549 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of period | $ 2,084 | $ 1,916 | $ 1,881 |
Additions (reductions) based on tax positions related to current year | 209 | 168 | 267 |
Reductions related to lapses of statute of limitations | 0 | 0 | (232) |
Balance at end of period | $ 2,293 | $ 2,084 | $ 1,916 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent | 50.00% | ||
Employer matching contribution, percent of match | 50.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Defined contribution plan, cost recognized | $ 1 | $ 1 | $ 0.9 |
Health care cost trend rate assumed for next fiscal year | 6.00% | 6.40% | |
Ultimate health care cost trend rate | 1.50% | ||
Rolling measurement period For assumptions | 7 years | ||
Effect of one percentage point increase on accumulated postretirement benefit obligation | $ 0.1 | ||
Effect of one percentage point decrease on accumulated postretirement benefit obligation | 0.1 | ||
Multiemployer Plans, Pension | Other Long-Term Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | 1.1 | $ 1.3 | |
Multiemployer Plans, Pension | Other Current Liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employee-related liabilities | 0.2 | $ 0.2 | |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | 0.4 | ||
Expected contributions in current fiscal year | 0.7 | ||
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 0.1 |
Employee Benefit Plans (Schedul
Employee Benefit Plans (Schedule of Changes in Plan Assets and Funded Status) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Change in plan assets | |||
Fair value of plan assets at beginning of year | $ 14,850 | ||
Actual return on plan assets | 9 | ||
Fair value of plan assets at end of year | 16,912 | $ 14,850 | |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | 10,093 | 9,661 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 9,661 | 10,605 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 376 | 350 | 393 |
Actuarial (gain) loss | 728 | (602) | |
Benefits paid | (672) | (692) | |
Other | 0 | 0 | |
Currency translation adjustment | 0 | 0 | |
Projected benefit obligation at end of year | 10,093 | 9,661 | 10,605 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 9,179 | 10,055 | |
Actual return on plan assets | 1,370 | (452) | |
Employer and employee contributions | 323 | 307 | |
Benefits paid | (672) | (692) | |
Other | 0 | (39) | |
Currency translation adjustment | 0 | 0 | |
Fair value of plan assets at end of year | 10,200 | 9,179 | 10,055 |
Funded status | 107 | (482) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 2,420 | 1,830 | |
Other current liabilities | 0 | 0 | |
Other long-term liabilities | (2,313) | (2,312) | |
Net amount recognized | $ 107 | $ (482) | |
United States | Minimum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.25% | 4.02% | |
United States | Maximum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.35% | 4.08% | |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 13,761 | $ 12,240 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 12,617 | 14,904 | |
Service cost | 92 | 92 | 98 |
Interest cost | 291 | 293 | 286 |
Actuarial (gain) loss | 1,635 | (386) | |
Benefits paid | (525) | (1,621) | |
Other | (51) | 17 | |
Currency translation adjustment | 97 | (682) | |
Projected benefit obligation at end of year | 14,156 | 12,617 | 14,904 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 5,671 | 7,322 | |
Actual return on plan assets | 831 | (207) | |
Employer and employee contributions | 521 | 525 | |
Benefits paid | (525) | (1,621) | |
Other | 0 | 0 | |
Currency translation adjustment | 214 | (348) | |
Fair value of plan assets at end of year | 6,712 | 5,671 | $ 7,322 |
Funded status | (7,444) | (6,946) | |
Amounts recognized in the statement of financial position consist of: | |||
Non-current assets | 0 | 0 | |
Other current liabilities | (77) | (83) | |
Other long-term liabilities | (7,367) | (6,863) | |
Net amount recognized | $ (7,444) | $ (6,946) | |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 0.90% | 2.00% | |
Percentage point increase or decrease on accumulated postretirement benefit obligation | 2.00% | 2.00% | |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 1.95% | 2.80% | |
Percentage point increase or decrease on accumulated postretirement benefit obligation | 3.50% | 3.70% |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Benefit Costs) (Details) - Pension Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
United States | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 376 | 350 | 393 |
Expected return on plan assets | (412) | (477) | (467) |
Amortization of actuarial loss | 29 | 14 | 14 |
Net periodic (benefit) cost | $ (7) | $ (113) | $ (60) |
United States | Minimum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.02% | 3.33% | 3.71% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 5.00% | 4.75% | 4.75% |
United States | Maximum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.08% | 3.45% | 3.90% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 6.00% | 6.50% | 6.50% |
Non-U.S. Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 92 | $ 92 | $ 98 |
Interest cost | 291 | 293 | 286 |
Expected return on plan assets | (199) | (222) | (226) |
Amortization of actuarial loss | 178 | 77 | 35 |
Net periodic (benefit) cost | $ 362 | $ 240 | $ 193 |
Non-U.S. Plans | Minimum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 2.00% | 1.80% | 1.70% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 2.00% | 2.00% | 2.00% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 3.50% | 3.30% | 3.50% |
Non-U.S. Plans | Maximum | |||
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 2.80% | 2.40% | 2.60% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 3.70% | 3.70% | 3.90% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets | 4.00% | 4.00% | 4.00% |
Employee Benefit Plans (AOCI) (
Employee Benefit Plans (AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized loss | $ 2,719 | $ 2,371 | $ 2,052 |
Employee Benefit Plans (Asset A
Employee Benefit Plans (Asset Allocation) (Details) - Pension Plan | Dec. 31, 2019 | Dec. 31, 2018 |
United States | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 52.70% | 47.60% |
United States | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 36.20% | 42.30% |
United States | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 11.10% | 10.10% |
Non-U.S. Plans | Equity securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 39.30% | 37.80% |
Non-U.S. Plans | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 56.60% | 57.90% |
Non-U.S. Plans | Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 4.10% | 4.30% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Pension Plan Assets) (Details) - Pension Plan - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 16,912 | $ 14,850 |
Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 9,185 | 7,442 |
Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,494 | 7,169 |
Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 233 | 239 |
Cash and cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 1,163 | 923 |
Cash and cash equivalents | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 1,163 | 923 |
Cash and cash equivalents | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Cash and cash equivalents | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 5 | 4 |
Accrued dividends | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 5 | 4 |
Accrued dividends | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Accrued dividends | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 8,017 | 6,515 |
Global equities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 8,017 | 6,515 |
Global equities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Global equities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,494 | 7,169 |
Fixed income securities | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Fixed income securities | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 7,494 | 7,169 |
Fixed income securities | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 233 | 239 |
Group annuity/insurance contracts | Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | 0 | 0 |
Group annuity/insurance contracts | Level 3 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at end of year | $ 233 | $ 239 |
Employee Benefit Plans (Reconci
Employee Benefit Plans (Reconciliation of Changes in Plan Assets) (Details) - Pension Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Change in plan assets | |
Fair value of plan assets at beginning of year | $ 14,850 |
Actual return on plan assets | 9 |
Purchases, sales and settlements | (15) |
Fair value of plan assets at end of year | 16,912 |
Level 3 | |
Change in plan assets | |
Fair value of plan assets at beginning of year | 239 |
Fair value of plan assets at end of year | $ 233 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Benefit Payments) (Details) - Pension Plan $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 1,194 |
2021 | 1,219 |
2022 | 1,178 |
2023 | 1,243 |
2024 | 1,216 |
2025 and thereafter | $ 6,131 |
Employee Benefit Plans (Postret
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated benefit obligation | $ 1,287 | $ 1,344 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | 1,344 | 1,423 | |
Interest cost | 50 | 44 | $ 68 |
Actuarial loss | 11 | 37 | |
Benefits paid | (118) | (160) | |
Projected benefit obligation at end of year | 1,287 | 1,344 | $ 1,423 |
Change in plan assets | |||
Employer contributions | 118 | 160 | |
Benefits paid | (118) | (160) | |
Fair value of plan assets at end of year | 0 | 0 | |
Funded Status | $ (1,287) | $ (1,344) | |
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.20% | 3.96% | |
Amounts recognized in the statement of financial position consist of: | |||
Other current liabilities | $ (132) | $ (147) | |
Other long-term liabilities | (1,155) | (1,197) | |
Net amount recognized | (1,287) | (1,344) | |
Pension Plan | |||
Change in plan assets | |||
Fair value of plan assets at end of year | $ 16,912 | $ 14,850 |
Employee Benefit Plans (Postr_2
Employee Benefit Plans (Postretirement Health Coverage and Life Insurance Components of Net Period Benefit Costs) (Details) - Other Postretirement Benefit Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest cost | $ 50 | $ 44 | $ 68 |
Amortization of the net gain from earlier periods | (68) | (77) | (18) |
Net periodic (benefit) cost | $ (18) | $ (33) | $ 50 |
Weighted-average assumptions | |||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 3.96% | 3.26% | 3.64% |
Employee Benefit Plans (Other P
Employee Benefit Plans (Other Postretirement Benefits AOCI) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Other Postretirement Benefit Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Unrecognized gain | $ (490) | $ (548) | $ (582) |
Employee Benefit Plans (Multi-e
Employee Benefit Plans (Multi-employer Estimated Projected Benefit Payments) (Details) - Other Postretirement Benefit Plan $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2020 | $ 133 |
2021 | 129 |
2022 | 121 |
2023 | 113 |
2024 | 106 |
2025 and thereafter | $ 436 |
Business Segments, Geographic_3
Business Segments, Geographic and Customer Information (Reportable Segments) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 29, 2019segment | Mar. 29, 2019facility | Dec. 31, 2019USD ($)segment | Dec. 31, 2018segment | Dec. 31, 2018USD ($) | Dec. 31, 2018facility | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||
Number of reportable segments | 3 | 3 | 2 | 4 | 4 | ||
Net sales | $ 337,897 | $ 367,959 | $ 382,096 | ||||
Industrial | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | 201,517 | 207,637 | 200,284 | ||||
Engineered Components | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | 136,380 | 160,322 | 159,129 | ||||
Fiber Solutions | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | $ 0 | $ 0 | $ 22,683 |
Business Segments, Geographic_4
Business Segments, Geographic and Customer Information (EBITDA Reconciliation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense-net | $ (32,978) | $ (33,277) | $ (32,951) | |
Gain (loss) on debt extinguishment | $ (200) | 0 | 0 | 2,201 |
Depreciation and amortization | (22,235) | (21,137) | (21,586) | |
Loss (gain) on disposal of property, plant and equipment - net | (303) | 1,318 | 320 | |
Restructuring | (3,954) | (877) | (2,475) | |
Corporate transaction-related expenses | (384) | 0 | 0 | |
Corporate share based compensation | (3,354) | (2,709) | (1,119) | |
Loss from continuing operations before income taxes | (39,415) | (19,699) | (31,016) | |
Operating Segments | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 36,043 | 48,726 | 46,068 | |
Interest expense-net | (769) | (793) | (1,232) | |
Gain (loss) on debt extinguishment | 0 | 0 | (182) | |
Depreciation and amortization | (21,615) | (20,684) | (21,229) | |
Loss (gain) on disposal of property, plant and equipment - net | (303) | 1,318 | 320 | |
Loss on divestiture | 0 | 0 | (8,730) | |
Restructuring | (3,791) | (877) | (2,484) | |
Integration and other restructuring costs | (1,259) | (128) | 0 | |
Loss from continuing operations before income taxes | 8,306 | 27,562 | 12,531 | |
Operating Segments | Industrial | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 20,945 | 28,979 | 27,661 | |
Depreciation and amortization | (12,952) | (12,196) | (12,198) | |
Operating Segments | Engineered Components | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 15,098 | 19,747 | 16,348 | |
Operating Segments | Fiber Solutions | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Segment adjusted EBITDA | 0 | 0 | 2,059 | |
Depreciation and amortization | 0 | 0 | (596) | |
Corporate | ||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | ||||
Interest expense-net | (32,209) | (32,484) | (31,719) | |
Gain (loss) on debt extinguishment | 0 | 0 | 2,383 | |
Depreciation and amortization | (620) | (453) | (357) | |
Loss (gain) on disposal of property, plant and equipment - net | 0 | 0 | 0 | |
Corporate general and administrative expenses | (11,225) | (12,065) | (13,453) | |
Restructuring | (163) | 0 | 9 | |
Corporate transaction-related expenses | (1,005) | 0 | 0 | |
Integration and other restructuring costs | (131) | 36 | 569 | |
Corporate share based compensation | $ (2,368) | $ (2,295) | $ (979) |
Business Segments, Geographical
Business Segments, Geographical and Customer Information (Other Information by Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | $ 22,235 | $ 21,137 | $ 21,586 |
Capital expenditures | 9,588 | 8,395 | 9,047 |
Assets | 387,101 | 503,597 | |
Operating Segments | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 21,615 | 20,684 | 21,229 |
Assets | 317,923 | 485,771 | |
Operating Segments | Industrial | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 12,952 | 12,196 | 12,198 |
Capital expenditures | 6,650 | 4,365 | 5,247 |
Assets | 235,726 | 230,185 | |
Operating Segments | Engineered Components Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 8,663 | 8,488 | 8,435 |
Capital expenditures | 2,448 | 3,207 | 2,709 |
Assets | 82,197 | 90,175 | |
Operating Segments | Fiber Solutions | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 0 | 0 | 596 |
Capital expenditures | 0 | 0 | 534 |
Operating Segments | Acoustics | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 0 | 165,411 | |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Depreciation and amortization | 620 | 453 | 357 |
Capital expenditures | 490 | 823 | $ 557 |
Corporate and eliminations | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 69,178 | $ 17,826 |
Business Segments, Geographic_5
Business Segments, Geographic and Customer Information (Geographical Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 337,897 | $ 367,959 | $ 382,096 |
Long-lived assets | 155,776 | 144,866 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 213,601 | 222,607 | 216,886 |
Long-lived assets | 91,144 | 79,410 | |
Germany | |||
Segment Reporting Information [Line Items] | |||
Net sales | 76,273 | 89,247 | 107,137 |
Long-lived assets | 48,492 | 52,264 | |
Rest of Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 34,535 | 43,416 | 44,491 |
Long-lived assets | 9,378 | 7,876 | |
MEXICO | |||
Segment Reporting Information [Line Items] | |||
Net sales | 9,085 | 8,762 | 8,365 |
Long-lived assets | 3,435 | 1,830 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Net sales | 4,403 | 3,927 | $ 5,217 |
Long-lived assets | $ 3,327 | $ 3,486 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 27, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||
Net sales | $ 337,897 | $ 367,959 | $ 382,096 | |
Matchless Metal Polishing | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Cash purchase price | $ 5,000 | |||
Contingent consideration | $ 1,000 | |||
Matchless Metal Polishing | ||||
Subsequent Event [Line Items] | ||||
Net sales | $ 8,000 |
Schedule II - Consolidated Va_2
Schedule II - Consolidated Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 1,073 | $ 1,508 | $ 1,749 |
Charge to Costs and Expenses | 161 | 32 | (60) |
Utilization of Reserves | (115) | (417) | (300) |
Other | (13) | (50) | 119 |
Balance at end of year | 1,106 | 1,073 | 1,508 |
Deferred tax valuation allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 3,828 | 4,220 | 4,879 |
Charge to Costs and Expenses | 13,338 | 561 | 283 |
Utilization of Reserves | (10) | (602) | (1,164) |
Other | (603) | (351) | 222 |
Balance at end of year | $ 16,553 | $ 3,828 | $ 4,220 |