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Delaware
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46-2888322
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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411 East Wisconsin Avenue
Suite 2100
Milwaukee, Wisconsin
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53202
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Ex-10.15
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Ex-10.16
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Ex-31.1
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Ex-31.2
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Ex-32.1
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Ex-32.2
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Successor
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Predecessor
|
||||||||||||||||
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June 30, 2014
Through
|
|
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June 28, 2014 Through
|
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January 1, 2014 Through
|
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Three Months Ended
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Nine Months Ended
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||||||||||
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September 26, 2014
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June 29, 2014
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June 29, 2014
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September 27, 2013
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September 27, 2013
|
||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
—
|
|
|
$
|
377,151
|
|
|
$
|
159,867
|
|
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$
|
515,732
|
|
Cost of goods sold
|
137,763
|
|
|
|
690
|
|
|
294,175
|
|
|
121,548
|
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|
395,592
|
|
|||||
Gross profit
|
23,405
|
|
|
|
(690
|
)
|
|
82,976
|
|
|
38,319
|
|
|
120,140
|
|
|||||
Selling and administrative expenses
|
30,081
|
|
|
|
(201
|
)
|
|
54,974
|
|
|
26,603
|
|
|
80,081
|
|
|||||
Newcomerstown fire gain - net
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(9,567
|
)
|
|
(12,483
|
)
|
|||||
Loss (gain) on disposals of property, plant and equipment - net
|
—
|
|
|
|
—
|
|
|
338
|
|
|
(66
|
)
|
|
(26
|
)
|
|||||
Restructuring
|
103
|
|
|
|
—
|
|
|
2,554
|
|
|
612
|
|
|
784
|
|
|||||
Transaction-related expenses
|
1,404
|
|
|
|
23,009
|
|
|
27,783
|
|
|
—
|
|
|
1,015
|
|
|||||
Multiemployer pension plan withdrawal gain
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||||
Operating (loss) income
|
(8,183
|
)
|
|
|
(23,498
|
)
|
|
(2,673
|
)
|
|
20,737
|
|
|
51,465
|
|
|||||
Interest expense
|
(7,809
|
)
|
|
|
(82
|
)
|
|
(7,301
|
)
|
|
(3,478
|
)
|
|
(16,837
|
)
|
|||||
Equity income
|
170
|
|
|
|
—
|
|
|
831
|
|
|
800
|
|
|
1,525
|
|
|||||
Gain from sale of joint ventures
|
—
|
|
|
|
—
|
|
|
3,508
|
|
|
—
|
|
|
—
|
|
|||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,424
|
|
|
6,351
|
|
|||||
Other income (expense) - net
|
57
|
|
|
|
—
|
|
|
107
|
|
|
81
|
|
|
178
|
|
|||||
(Loss) income before income taxes
|
(15,765
|
)
|
|
|
(23,580
|
)
|
|
(5,528
|
)
|
|
22,564
|
|
|
42,682
|
|
|||||
Tax (benefit) provision
|
(5,976
|
)
|
|
|
(5,652
|
)
|
|
(573
|
)
|
|
8,662
|
|
|
15,875
|
|
|||||
Net (loss) income
|
$
|
(9,789
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Less net (loss) attributable to noncontrolling interests
|
(1,654
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to Jason Industries
|
$
|
(8,135
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Accretion of preferred stock dividends and redemption premium
|
910
|
|
|
|
—
|
|
|
—
|
|
|
505
|
|
|
2,151
|
|
|||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(9,045
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,397
|
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|
$
|
24,656
|
|
|
|
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|
||||||||||
Net (loss) income per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.41
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
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$
|
13,397
|
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$
|
24,656
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
21,991
|
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|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Cash dividends paid per common share
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,722
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 Through June 29, 2014
|
|
January 1, 2014 Through June 29, 2014
|
|
Three Months Ended
|
|
Nine
Months
Ended
|
||||||||||
|
September 26, 2014
|
|
|
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||||
Net (loss) income
|
$
|
(9,789
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Employee retirement plan adjustments, net of tax
|
—
|
|
|
|
(792
|
)
|
|
(687
|
)
|
|
80
|
|
|
237
|
|
|||||
Cumulative foreign currency translation adjustments associated with joint ventures sold
|
—
|
|
|
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
—
|
|
|||||
Foreign currency translation adjustments
|
(6,926
|
)
|
|
|
(2
|
)
|
|
(465
|
)
|
|
1,733
|
|
|
885
|
|
|||||
Total other comprehensive (loss) income
|
(6,926
|
)
|
|
|
(794
|
)
|
|
(1,743
|
)
|
|
1,813
|
|
|
1,122
|
|
|||||
Comprehensive (loss) income
|
(16,715
|
)
|
|
|
(18,722
|
)
|
|
(6,698
|
)
|
|
15,715
|
|
|
27,929
|
|
|||||
Less: Comprehensive (loss) attributable to noncontrolling interests
|
(2,824
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Comprehensive (loss) income attributable to Jason Industries
|
$
|
(13,891
|
)
|
|
|
$
|
(18,722
|
)
|
|
$
|
(6,698
|
)
|
|
$
|
15,715
|
|
|
$
|
27,929
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,428
|
|
|
|
$
|
16,318
|
|
Accounts receivable - net of allowances for doubtful accounts of $2,459 at September 26, 2014 and $2,227 at December 31, 2013
|
91,663
|
|
|
|
77,003
|
|
||
Inventories - net
|
81,031
|
|
|
|
72,259
|
|
||
Deferred income taxes
|
9,832
|
|
|
|
6,755
|
|
||
Investments in partially-owned affiliates held for sale
|
—
|
|
|
|
8,211
|
|
||
Other current assets
|
20,398
|
|
|
|
19,746
|
|
||
Total current assets
|
280,352
|
|
|
|
200,292
|
|
||
Property, plant and equipment - net of accumulated depreciation of $5,590 at September 26, 2014 and $57,362 at December 31, 2013
|
176,780
|
|
|
|
126,286
|
|
||
Goodwill
|
152,986
|
|
|
|
34,198
|
|
||
Other intangible assets - net
|
211,674
|
|
|
|
49,131
|
|
||
Investments in partially-owned affiliates
|
6,259
|
|
|
|
5,547
|
|
||
Deferred income taxes
|
582
|
|
|
|
2,066
|
|
||
Other assets - net
|
15,161
|
|
|
|
5,497
|
|
||
Total assets
|
$
|
843,794
|
|
|
|
$
|
423,017
|
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current portion of long-term debt
|
$
|
6,142
|
|
|
|
$
|
6,904
|
|
Accounts payable
|
60,074
|
|
|
|
58,042
|
|
||
Accrued compensation and employee benefits
|
20,226
|
|
|
|
20,831
|
|
||
Accrued interest
|
6,834
|
|
|
|
2,998
|
|
||
Accrued income taxes
|
—
|
|
|
|
2,764
|
|
||
Liabilities related to fire
|
600
|
|
|
|
1,000
|
|
||
Deferred income taxes
|
365
|
|
|
|
105
|
|
||
Other current liabilities
|
21,543
|
|
|
|
19,679
|
|
||
Total current liabilities
|
115,784
|
|
|
|
112,323
|
|
||
|
|
|
|
|
||||
Long-term debt
|
417,544
|
|
|
|
235,831
|
|
||
Postretirement health and other benefits
|
11,479
|
|
|
|
11,134
|
|
||
Multiemployer pension plan withdrawal liability
|
2,096
|
|
|
|
2,213
|
|
||
Deferred income taxes
|
98,808
|
|
|
|
27,774
|
|
||
Other long-term liabilities
|
4,791
|
|
|
|
3,270
|
|
||
Total liabilities
|
650,502
|
|
|
|
392,545
|
|
||
|
|
|
|
|
||||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity
|
|
|
|
|
||||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at September 26, 2014)
|
45,000
|
|
|
|
—
|
|
||
Jason (Predecessor) common stock, $0.001 par value
(1,000 shares authorized, 1,000 shares issued and outstanding at December 31, 2013) |
—
|
|
|
|
—
|
|
||
Jason Industries (Successor) common stock, $0.0001 par value (120,000,000 shares authorized, 21,990,666 shares issued and outstanding at September 26, 2014)
|
2
|
|
|
|
—
|
|
||
Additional paid-in capital
|
139,146
|
|
|
|
25,358
|
|
||
Retained (deficit) earnings
|
(18,056
|
)
|
|
|
4,640
|
|
||
Accumulated other comprehensive (loss) income
|
(5,756
|
)
|
|
|
474
|
|
||
Shareholders' equity attributable to Jason Industries
|
160,336
|
|
|
|
30,472
|
|
||
Noncontrolling interests
|
32,956
|
|
|
|
—
|
|
||
Total equity
|
193,292
|
|
|
|
30,472
|
|
||
Total liabilities and equity
|
$
|
843,794
|
|
|
|
$
|
423,017
|
|
|
Preferred Stock
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Retained
(Deficit) Earnings |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Shareholders' Equity Attributable to Jason Industries, Inc.
|
|
Noncontrolling Interests
|
|
Total Equity
|
||||||||||||||||
Balance at December 31, 2013, Predecessor
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,358
|
|
|
$
|
4,640
|
|
|
$
|
474
|
|
|
$
|
30,472
|
|
|
$
|
—
|
|
|
$
|
30,472
|
|
Stock compensation expense
|
—
|
|
|
—
|
|
|
7,661
|
|
|
—
|
|
|
—
|
|
|
7,661
|
|
|
—
|
|
|
7,661
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,955
|
)
|
|
—
|
|
|
(4,955
|
)
|
|
—
|
|
|
(4,955
|
)
|
||||||||
Employee retirement plan adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
(687
|
)
|
|
—
|
|
|
(687
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,056
|
)
|
|
(1,056
|
)
|
|
—
|
|
|
(1,056
|
)
|
||||||||
Balance at June 29, 2014, Predecessor
|
—
|
|
|
—
|
|
|
33,019
|
|
|
(315
|
)
|
|
(1,269
|
)
|
|
31,435
|
|
|
—
|
|
|
31,435
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Elimination of predecessor common stock, additional paid-in capital, retained (deficit), and accumulated other comprehensive (loss)
|
—
|
|
|
—
|
|
|
(33,019
|
)
|
|
315
|
|
|
1,269
|
|
|
(31,435
|
)
|
|
—
|
|
|
(31,435
|
)
|
||||||||
Adjustment to reflect Jason Industries common stock, additional paid-in capital, and retained (deficit)
(1)
|
—
|
|
|
2
|
|
|
147,102
|
|
|
(9,921
|
)
|
|
—
|
|
|
137,183
|
|
|
—
|
|
|
137,183
|
|
||||||||
Noncontrolling interests in JPHI Holdings, Inc.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,780
|
|
|
35,780
|
|
||||||||
Issuance of series A convertible perpetual preferred stock
|
45,000
|
|
|
—
|
|
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|
42,500
|
|
|
—
|
|
|
42,500
|
|
||||||||
Balance at June 30, 2014, Successor
|
45,000
|
|
|
2
|
|
|
144,602
|
|
|
(9,921
|
)
|
|
—
|
|
|
179,683
|
|
|
35,780
|
|
|
215,463
|
|
||||||||
Warrant tender
|
—
|
|
|
—
|
|
|
(6,609
|
)
|
|
—
|
|
|
—
|
|
|
(6,609
|
)
|
|
—
|
|
|
(6,609
|
)
|
||||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
(910
|
)
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
2,063
|
|
|
—
|
|
|
—
|
|
|
2,063
|
|
|
—
|
|
|
2,063
|
|
||||||||
Net (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,135
|
)
|
|
—
|
|
|
(8,135
|
)
|
|
(1,654
|
)
|
|
(9,789
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,756
|
)
|
|
(5,756
|
)
|
|
(1,170
|
)
|
|
(6,926
|
)
|
||||||||
Balance at September 26, 2014, Successor
|
$
|
45,000
|
|
|
$
|
2
|
|
|
$
|
139,146
|
|
|
$
|
(18,056
|
)
|
|
$
|
(5,756
|
)
|
|
$
|
160,336
|
|
|
$
|
32,956
|
|
|
$
|
193,292
|
|
Jason Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Nine Months Ended
|
||||||
|
September 26, 2014
|
|
|
|
September 27, 2013
|
|||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(9,789
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
26,807
|
|
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
6,460
|
|
|
|
10,125
|
|
|
15,762
|
|
|||
Amortization of intangible assets
|
3,917
|
|
|
|
2,727
|
|
|
4,074
|
|
|||
Amortization of deferred financing costs and debt discount
|
750
|
|
|
|
426
|
|
|
722
|
|
|||
Write-off of deferred financing costs due to debt extinguishment
|
—
|
|
|
|
—
|
|
|
1,423
|
|
|||
Equity income
|
(170
|
)
|
|
|
(831
|
)
|
|
(1,525
|
)
|
|||
Deferred income taxes
|
(4,432
|
)
|
|
|
(5,156
|
)
|
|
3,556
|
|
|||
Loss on disposals of property, plant and equipment - net
|
—
|
|
|
|
338
|
|
|
(26
|
)
|
|||
Gain from sale of joint ventures
|
—
|
|
|
|
(3,508
|
)
|
|
—
|
|
|||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
|
—
|
|
|
(6,351
|
)
|
|||
Non-cash stock compensation
|
2,063
|
|
|
|
7,661
|
|
|
153
|
|
|||
Net increase (decrease) in cash due to changes in:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
4,654
|
|
|
|
(20,632
|
)
|
|
(21,149
|
)
|
|||
Inventories
|
1,384
|
|
|
|
(5,602
|
)
|
|
2,838
|
|
|||
Insurance receivable
|
—
|
|
|
|
—
|
|
|
(14,613
|
)
|
|||
Other current assets
|
(812
|
)
|
|
|
(1,860
|
)
|
|
(754
|
)
|
|||
Accounts payable
|
(5,036
|
)
|
|
|
7,266
|
|
|
5,528
|
|
|||
Accrued compensation and employee benefits
|
(496
|
)
|
|
|
5,535
|
|
|
1,837
|
|
|||
Accrued interest
|
6,761
|
|
|
|
(2,634
|
)
|
|
2,850
|
|
|||
Accrued income taxes
|
(3,661
|
)
|
|
|
(706
|
)
|
|
6,735
|
|
|||
Liabilities related to fire
|
(212
|
)
|
|
|
(188
|
)
|
|
336
|
|
|||
Accrued transaction costs
|
(9,821
|
)
|
|
|
16,807
|
|
|
—
|
|
|||
Other - net
|
1,566
|
|
|
|
(572
|
)
|
|
1,706
|
|
|||
Total adjustments
|
2,915
|
|
|
|
9,196
|
|
|
3,102
|
|
|||
Net cash (used) provided by operating activities
|
(6,874
|
)
|
|
|
4,241
|
|
|
29,909
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Acquisition of Jason, net of cash acquired
|
(489,169
|
)
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposals of property, plant and equipment and other assets
|
32
|
|
|
|
159
|
|
|
1,015
|
|
|||
Proceeds from sale of joint ventures
|
—
|
|
|
|
11,500
|
|
|
—
|
|
|||
Insurance proceeds related to property, plant and equipment
|
—
|
|
|
|
—
|
|
|
2,088
|
|
|||
Payments for property, plant and equipment
|
(6,598
|
)
|
|
|
(10,998
|
)
|
|
(16,389
|
)
|
|||
Acquisitions of patents
|
(33
|
)
|
|
|
(33
|
)
|
|
(81
|
)
|
|||
Other investing activities
|
(444
|
)
|
|
|
(490
|
)
|
|
—
|
|
|||
Net cash (used) provided by investing activities
|
(496,212
|
)
|
|
|
138
|
|
|
(13,367
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Payment of capitalized debt issuance costs
|
(12,977
|
)
|
|
|
(444
|
)
|
|
(3,690
|
)
|
|||
Payments of deferred underwriters fees
|
(5,175
|
)
|
|
|
—
|
|
|
—
|
|
|||
Redemption of redeemable common stock
|
(26,101
|
)
|
|
|
—
|
|
|
—
|
|
|||
Proceeds on issuance of preferred stock
|
45,000
|
|
|
|
—
|
|
|
—
|
|
|||
Payments of preferred stock issuance costs
|
(2,500
|
)
|
|
|
—
|
|
|
—
|
|
|||
Warrant tender offer
|
(6,609
|
)
|
|
|
—
|
|
|
—
|
|
|||
Payments of previous U.S. term loan
|
—
|
|
|
|
—
|
|
|
(5,000
|
)
|
|||
Proceeds from 2013 U.S. term loan
|
—
|
|
|
|
—
|
|
|
225,000
|
|
|||
Payments of 2013 U.S. term loan
|
—
|
|
|
|
(1,175
|
)
|
|
(178,534
|
)
|
|||
Proceeds from First Lien and Second Lien term loans
|
412,477
|
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from U.S. revolving loans
|
—
|
|
|
|
64,725
|
|
|
22,200
|
|
|||
Payments of U.S. revolving loans
|
—
|
|
|
|
(53,725
|
)
|
|
(22,200
|
)
|
|||
Proceeds from other long-term debt
|
2,255
|
|
|
|
1,383
|
|
|
1,316
|
|
|||
Payments of other long-term debt
|
(1,913
|
)
|
|
|
(3,868
|
)
|
|
(8,822
|
)
|
|||
Payments of preferred stock redemptions
|
—
|
|
|
|
—
|
|
|
(30,831
|
)
|
|||
Payments of common stock dividends
|
—
|
|
|
|
—
|
|
|
(30,722
|
)
|
|||
Net cash provided (used) by financing activities
|
404,457
|
|
|
|
6,896
|
|
|
(31,283
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,020
|
)
|
|
|
(122
|
)
|
|
15
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(99,649
|
)
|
|
|
11,153
|
|
|
(14,726
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
177,077
|
|
|
|
16,318
|
|
|
29,557
|
|
|||
Cash and cash equivalents, end of period
|
$
|
77,428
|
|
|
|
$
|
27,471
|
|
|
$
|
14,831
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Non-cash financing activities:
|
|
|
|
|
|
|
||||||
Accretion of preferred stock dividends and redemption premium
|
$
|
910
|
|
|
|
$
|
—
|
|
|
$
|
1,646
|
|
Noncontrolling interest contribution of Jason Partners Holdings, Inc. to JPHI Holdings, Inc.
|
$
|
35,870
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Description of Business and Basis of Presentation
|
2.
|
Consummation of Business Combination
|
|
Calculation of
Purchase Price |
||
Cash consideration
|
$
|
500,219
|
|
Management rollover equity
|
35,780
|
|
|
Total purchase price
|
$
|
535,999
|
|
|
Preliminary Purchase
Price Allocation
|
||
Cash and cash equivalents
|
$
|
11,049
|
|
Accounts receivable
|
97,693
|
|
|
Inventories
|
83,639
|
|
|
Deferred income taxes - current
|
8,095
|
|
|
Other current assets
|
18,781
|
|
|
Property, plant and equipment
|
179,889
|
|
|
Goodwill
|
153,493
|
|
|
Other intangible assets
|
216,931
|
|
|
Other assets
|
8,469
|
|
|
Current liabilities
|
(111,151
|
)
|
|
Deferred income taxes
|
(100,886
|
)
|
|
Debt
|
(11,276
|
)
|
|
Other long-term liabilities
|
(18,727
|
)
|
|
Total purchase price
|
$
|
535,999
|
|
|
Gross Carrying Amount
|
|
Weighted Average Useful Life (years)
|
||
Patents
|
$
|
2,780
|
|
|
7.0
|
Customer relationships
|
147,732
|
|
|
14.0
|
|
Trademarks and other intangibles
|
66,419
|
|
|
15.0
|
|
Total amortized other intangible assets
|
$
|
216,931
|
|
|
|
3.
|
Sale of Joint Ventures
|
4.
|
Restructuring Costs
|
|
Severance
costs
|
|
Lease
termination
costs
|
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2013, Predecessor
|
$
|
1,112
|
|
|
$
|
818
|
|
|
$
|
65
|
|
|
$
|
1,995
|
|
Current period restructuring charges
|
629
|
|
|
631
|
|
|
1,294
|
|
|
2,554
|
|
||||
Cash payments
|
(1,088
|
)
|
|
(104
|
)
|
|
(899
|
)
|
|
(2,091
|
)
|
||||
Balance - June 29, 2014, Predecessor
|
$
|
653
|
|
|
$
|
1,345
|
|
|
$
|
460
|
|
|
$
|
2,458
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Current period restructuring charges
|
246
|
|
|
—
|
|
|
(143
|
)
|
|
103
|
|
||||
Cash payments
|
(261
|
)
|
|
(209
|
)
|
|
(147
|
)
|
|
(617
|
)
|
||||
Balance - September 26, 2014, Successor
|
$
|
638
|
|
|
$
|
1,136
|
|
|
$
|
170
|
|
|
$
|
1,944
|
|
|
|
|
|
|
|
|
|
||||||||
|
Severance
costs
|
|
Lease
termination
costs
|
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2012, Predecessor
|
$
|
180
|
|
|
$
|
1,070
|
|
|
$
|
98
|
|
|
$
|
1,348
|
|
Current period restructuring charges
|
643
|
|
|
—
|
|
|
141
|
|
|
784
|
|
||||
Cash payments
|
(690
|
)
|
|
(198
|
)
|
|
(239
|
)
|
|
(1,127
|
)
|
||||
Balance - September 27, 2013, Predecessor
|
$
|
133
|
|
|
$
|
872
|
|
|
$
|
—
|
|
|
$
|
1,005
|
|
5.
|
Related Party Transactions
|
6.
|
Inventories
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||
Raw material
|
$
|
42,791
|
|
|
|
$
|
37,562
|
|
Work-in-process
|
6,174
|
|
|
|
5,653
|
|
||
Finished goods
|
32,066
|
|
|
|
29,044
|
|
||
Total Inventories
|
$
|
81,031
|
|
|
|
$
|
72,259
|
|
7.
|
Goodwill and Other Intangible Assets
|
|
Seating
|
|
Finishing
|
|
Acoustics
|
|
Components
|
|
Total
|
||||||||||
Balance as of December 31, 2013 (Predecessor)
|
$
|
19,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,796
|
|
|
$
|
34,198
|
|
Elimination of predecessor goodwill
|
(19,402
|
)
|
|
—
|
|
|
—
|
|
|
(14,796
|
)
|
|
(34,198
|
)
|
|||||
Acquisition of businesses
|
67,242
|
|
|
19,756
|
|
|
28,145
|
|
|
38,711
|
|
|
153,854
|
|
|||||
Translation
|
—
|
|
|
(600
|
)
|
|
(268
|
)
|
|
—
|
|
|
(868
|
)
|
|||||
Balance as of September 26, 2014 (Successor)
|
$
|
67,242
|
|
|
$
|
19,156
|
|
|
$
|
27,877
|
|
|
$
|
38,711
|
|
|
$
|
152,986
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Patents
|
$
|
2,800
|
|
|
$
|
(100
|
)
|
|
$
|
2,700
|
|
|
|
$
|
2,337
|
|
|
$
|
(948
|
)
|
|
$
|
1,389
|
|
Customer relationships
|
147,027
|
|
|
(2,707
|
)
|
|
144,320
|
|
|
|
37,290
|
|
|
(7,611
|
)
|
|
29,679
|
|
||||||
Trademarks and other intangibles
|
65,755
|
|
|
(1,101
|
)
|
|
64,654
|
|
|
|
25,820
|
|
|
(7,757
|
)
|
|
18,063
|
|
||||||
Total amortized other intangible assets
|
$
|
215,582
|
|
|
$
|
(3,908
|
)
|
|
$
|
211,674
|
|
|
|
$
|
65,447
|
|
|
$
|
(16,316
|
)
|
|
$
|
49,131
|
|
8.
|
Debt
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||
First Lien Term Loans
|
$
|
310,000
|
|
|
|
$
|
—
|
|
Debt discount on First Lien Term Loans
|
(3,674
|
)
|
|
|
—
|
|
||
Second Lien Term Loans
|
110,000
|
|
|
|
—
|
|
||
Debt discount on Second Lien Term Loans
|
(3,597
|
)
|
|
|
—
|
|
||
Revolving Credit Facility
|
—
|
|
|
|
—
|
|
||
Foreign debt
|
8,846
|
|
|
|
11,304
|
|
||
Capital lease obligations
|
2,111
|
|
|
|
2,422
|
|
||
Jason - U.S. term loan
|
—
|
|
|
|
229,438
|
|
||
Jason - Debt discount on U.S. term loan
|
—
|
|
|
|
(429
|
)
|
||
Jason - U.S. revolving loans
|
—
|
|
|
|
—
|
|
||
Total outstanding indebtedness
|
423,686
|
|
|
|
242,735
|
|
||
Less: Current portion
|
(6,142
|
)
|
|
|
(6,904
|
)
|
||
Total long-term debt
|
$
|
417,544
|
|
|
|
$
|
235,831
|
|
9.
|
Shareholders' Equity
|
|
Employee
retirement plan
adjustments
|
|
Foreign currency
translation
adjustments
|
|
Total
|
||||||
Balance at December 31, 2013, Predecessor
|
$
|
(156
|
)
|
|
$
|
630
|
|
|
$
|
474
|
|
Other comprehensive loss before reclassifications
|
(844
|
)
|
|
—
|
|
|
(844
|
)
|
|||
Amount reclassified from accumulated other comprehensive income
|
157
|
|
|
—
|
|
|
157
|
|
|||
Cumulative foreign currency translation adjustments associated with joint ventures sold
|
—
|
|
|
(591
|
)
|
|
(591
|
)
|
|||
Foreign currency translation adjustments
|
—
|
|
|
(465
|
)
|
|
(465
|
)
|
|||
Balance at June 29, 2014, Predecessor
|
(843
|
)
|
|
(426
|
)
|
|
(1,269
|
)
|
|||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Elimination of predecessor accumulated other comprehensive income
|
843
|
|
|
426
|
|
|
1,269
|
|
|||
Foreign currency translation adjustments
|
—
|
|
|
(5,756
|
)
|
|
(5,756
|
)
|
|||
Balance at September 26, 2014, Successor
|
$
|
—
|
|
|
$
|
(5,756
|
)
|
|
$
|
(5,756
|
)
|
|
|
|
|
|
|
||||||
|
Employee
retirement plan adjustments |
|
Foreign currency
translation adjustments |
|
Total
|
||||||
Balance at December 31, 2012, Predecessor
|
$
|
(1,158
|
)
|
|
$
|
(1,101
|
)
|
|
$
|
(2,259
|
)
|
Amount reclassified from accumulated other comprehensive income
|
237
|
|
|
—
|
|
|
237
|
|
|||
Foreign currency translation adjustments
|
—
|
|
|
885
|
|
|
885
|
|
|||
Balance at September 27, 2013, Predecessor
|
$
|
(921
|
)
|
|
$
|
(216
|
)
|
|
$
|
(1,137
|
)
|
10.
|
Share Based Compensation
|
|
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested at June 30, 2014
|
|
|
—
|
|
|
—
|
|
|
Granted
|
|
|
762
|
|
|
$
|
10.50
|
|
Vested
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
|
—
|
|
|
—
|
|
|
Nonvested at September 26, 2014
|
|
|
762
|
|
|
$
|
10.50
|
|
|
|
EBITDA Vesting Awards
|
|
Stock Price Vesting Awards
|
||||||||||
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Nonvested at June 30, 2014
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||
Granted
|
|
1,216
|
|
|
$
|
10.49
|
|
|
810
|
|
|
$
|
3.54
|
|
Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Nonvested at September 26, 2014
|
|
1,216
|
|
|
$
|
10.49
|
|
|
810
|
|
|
$
|
3.54
|
|
11.
|
Earnings per Share
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through |
|
|
June 28, 2014 Through
|
|
January 1, 2014 Through
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 26, 2014
|
|
|
June 29, 2014
|
|
June 29, 2014
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||
Net income (loss) per share attributable to Jason Industries common shareholders
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and dilutive income (loss) per share
|
$
|
(0.41
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,397
|
|
|
$
|
24,656
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income available to common shareholders of Jason Industries
|
$
|
(9,045
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,397
|
|
|
$
|
24,656
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted weighted-average shares outstanding
|
21,991
|
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of anti-dilutive shares excluded from denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Warrants to purchase Jason Industries common stock
|
13,994
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Conversion of Series A 8% Perpetual Convertible Preferred
|
3,653
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Conversion of JPHI Rollover Shares convertible to Jason Industries common stock
|
3,486
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock units
|
762
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Performance share units
|
2,026
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
23,921
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
12.
|
Income Taxes
|
13.
|
Business Segments, Geographic and Customer Information
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 Through June 29, 2014
|
|
January 1, 2014 Through June 29, 2014
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 26, 2014
|
|
|
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Seating
|
$
|
32,385
|
|
|
|
$
|
—
|
|
|
$
|
104,878
|
|
|
$
|
33,473
|
|
|
$
|
130,886
|
|
Finishing
|
45,181
|
|
|
|
—
|
|
|
96,692
|
|
|
44,159
|
|
|
135,923
|
|
|||||
Acoustics
|
54,033
|
|
|
|
—
|
|
|
109,930
|
|
|
48,759
|
|
|
151,065
|
|
|||||
Components
|
29,569
|
|
|
|
—
|
|
|
65,651
|
|
|
33,476
|
|
|
97,858
|
|
|||||
|
$
|
161,168
|
|
|
|
$
|
—
|
|
|
$
|
377,151
|
|
|
$
|
159,867
|
|
|
$
|
515,732
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 Through June 29, 2014
|
|
January 1, 2014 Through June 29, 2014
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 26, 2014
|
|
|
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||||
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Seating
|
$
|
3,568
|
|
|
|
$
|
—
|
|
|
$
|
17,668
|
|
|
$
|
4,356
|
|
|
$
|
21,043
|
|
Finishing
|
5,496
|
|
|
|
201
|
|
|
13,732
|
|
|
4,600
|
|
|
13,638
|
|
|||||
Acoustics
|
4,287
|
|
|
|
—
|
|
|
9,676
|
|
|
5,811
|
|
|
18,248
|
|
|||||
Components
|
1,716
|
|
|
|
(690
|
)
|
|
10,324
|
|
|
6,669
|
|
|
17,628
|
|
|||||
|
$
|
15,067
|
|
|
|
$
|
(489
|
)
|
|
$
|
51,400
|
|
|
$
|
21,436
|
|
|
$
|
70,557
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, including intercompany
|
(528
|
)
|
|
|
—
|
|
|
(1,269
|
)
|
|
(704
|
)
|
|
(2,087
|
)
|
|||||
Depreciation and amortization
|
(10,341
|
)
|
|
|
—
|
|
|
(12,796
|
)
|
|
(6,723
|
)
|
|
(19,740
|
)
|
|||||
(Loss) gain on disposal of property, plant and equipment - net
|
—
|
|
|
|
—
|
|
|
(336
|
)
|
|
66
|
|
|
66
|
|
|||||
Restructuring
|
(103
|
)
|
|
|
—
|
|
|
(2,554
|
)
|
|
(612
|
)
|
|
(784
|
)
|
|||||
Transaction-related expenses
|
(18
|
)
|
|
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
—
|
|
|||||
Integration and other restructuring costs
|
(7,587
|
)
|
|
|
—
|
|
|
(2,575
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|||||
Newcomerstown fire gain
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,991
|
|
|
18,834
|
|
|||||
Adjustment for non-discrete fire costs
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,419
|
|
|
1,419
|
|
|||||
Multiemployer pension plan withdrawal (loss) gain
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|||||
Gain from sale of joint ventures
|
—
|
|
|
|
—
|
|
|
3,508
|
|
|
—
|
|
|
—
|
|
|||||
Total segment income before income taxes
|
(3,510
|
)
|
|
|
(489
|
)
|
|
35,136
|
|
|
28,858
|
|
|
68,946
|
|
|||||
Corporate general and administrative expenses
|
(1,491
|
)
|
|
|
—
|
|
|
(7,032
|
)
|
|
(3,487
|
)
|
|
(10,363
|
)
|
|||||
Corporate interest expense, including intercompany
|
(7,280
|
)
|
|
|
(82
|
)
|
|
(6,032
|
)
|
|
(2,774
|
)
|
|
(14,750
|
)
|
|||||
Corporate depreciation
|
(35
|
)
|
|
|
—
|
|
|
(57
|
)
|
|
(33
|
)
|
|
(96
|
)
|
|||||
Corporate transaction-related expenses
|
(1,386
|
)
|
|
|
(23,009
|
)
|
|
(27,541
|
)
|
|
—
|
|
|
(1,015
|
)
|
|||||
Corporate loss on disposal of property, plant and equipment
|
—
|
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Corporate share based compensation
|
(2,063
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consolidated income before taxes
|
$
|
(15,765
|
)
|
|
|
$
|
(23,580
|
)
|
|
$
|
(5,528
|
)
|
|
$
|
22,564
|
|
|
$
|
42,682
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
|
||||
Seating
|
$
|
239,637
|
|
|
|
$
|
93,238
|
|
Finishing
|
205,135
|
|
|
|
136,371
|
|
||
Acoustics
|
192,657
|
|
|
|
106,031
|
|
||
Components
|
155,115
|
|
|
|
93,112
|
|
||
Total segments
|
792,544
|
|
|
|
428,752
|
|
||
Corporate and eliminations
|
51,250
|
|
|
|
(5,735
|
)
|
||
Consolidated
|
$
|
843,794
|
|
|
|
$
|
423,017
|
|
14.
|
Litigation and Contingencies
|
15.
|
Newcomerstown Fire
|
|
Three Months Ended September 27, 2013
|
|
Nine Months Ended September 27, 2013
|
||||
Business interruption expenses and deductibles
|
$
|
4,781
|
|
|
$
|
12,100
|
|
Less insurance recoveries:
|
|
|
|
||||
Property
|
(4,424
|
)
|
|
(6,351
|
)
|
||
Business interruption
|
(14,348
|
)
|
|
(24,583
|
)
|
||
Subtotal insurance recoveries
|
(18,772
|
)
|
|
(30,934
|
)
|
||
Net fire gain
|
$
|
(13,991
|
)
|
|
$
|
(18,834
|
)
|
16.
|
Subsequent Events
|
•
|
the Company’s future financial performance;
|
•
|
changes in the market for the Company’s products;
|
•
|
the Company’s expansion plans and opportunities; and
|
•
|
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
|
•
|
the level of demand for the Company’s products;
|
•
|
competition in the Company’s markets;
|
•
|
the Company’s ability to grow and manage growth profitably;
|
•
|
the Company’s ability to access additional capital;
|
•
|
changes in applicable laws or regulations;
|
•
|
the Company’s ability to attract and retain qualified personnel;
|
•
|
the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and
|
•
|
other risks and uncertainties indicated in this report, including those discussed under “Risk Factors” in Item 1A of Part II of this report.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through |
|
|
June 28, 2014 Through
|
|
January 1, 2014 Through
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 26, 2014
|
|
|
June 29, 2014
|
|
June 29, 2014
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
—
|
|
|
$
|
377,151
|
|
|
$
|
159,867
|
|
|
$
|
515,732
|
|
Cost of goods sold
|
137,763
|
|
|
|
690
|
|
|
294,175
|
|
|
121,548
|
|
|
395,592
|
|
|||||
Gross profit
|
23,405
|
|
|
|
(690
|
)
|
|
82,976
|
|
|
38,319
|
|
|
120,140
|
|
|||||
Selling and administrative expenses
|
30,081
|
|
|
|
(201
|
)
|
|
54,974
|
|
|
26,603
|
|
|
80,081
|
|
|||||
Newcomerstown fire gain - net
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(9,567
|
)
|
|
(12,483
|
)
|
|||||
Loss (gain) on disposals of property, plant and equipment - net
|
—
|
|
|
|
—
|
|
|
338
|
|
|
(66
|
)
|
|
(26
|
)
|
|||||
Restructuring
|
103
|
|
|
|
—
|
|
|
2,554
|
|
|
612
|
|
|
784
|
|
|||||
Transaction-related expenses
|
1,404
|
|
|
|
23,009
|
|
|
27,783
|
|
|
—
|
|
|
1,015
|
|
|||||
Multiemployer pension plan withdrawal gain
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||||
Operating (loss) income
|
(8,183
|
)
|
|
|
(23,498
|
)
|
|
(2,673
|
)
|
|
20,737
|
|
|
51,465
|
|
|||||
Interest expense
|
(7,809
|
)
|
|
|
(82
|
)
|
|
(7,301
|
)
|
|
(3,478
|
)
|
|
(16,837
|
)
|
|||||
Equity income
|
170
|
|
|
|
—
|
|
|
831
|
|
|
800
|
|
|
1,525
|
|
|||||
Gain from sale of joint ventures
|
—
|
|
|
|
—
|
|
|
3,508
|
|
|
—
|
|
|
—
|
|
|||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,424
|
|
|
6,351
|
|
|||||
Other income (expense) - net
|
57
|
|
|
|
—
|
|
|
107
|
|
|
81
|
|
|
178
|
|
|||||
(Loss) income before income taxes
|
(15,765
|
)
|
|
|
(23,580
|
)
|
|
(5,528
|
)
|
|
22,564
|
|
|
42,682
|
|
|||||
Tax (benefit) provision
|
(5,976
|
)
|
|
|
(5,652
|
)
|
|
(573
|
)
|
|
8,662
|
|
|
15,875
|
|
|||||
Net (loss) income
|
$
|
(9,789
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Less net (loss) attributable to noncontrolling interests
|
(1,654
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net (loss) income attributable to Jason Industries
|
$
|
(8,135
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Accretion of preferred stock dividends and redemption premium
|
910
|
|
|
|
—
|
|
|
—
|
|
|
505
|
|
|
2,151
|
|
|||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(9,045
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,397
|
|
|
$
|
24,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through |
|
|
June 28, 2014 through
June 29, 2014 |
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
—
|
|
|
$
|
161,168
|
|
|
$
|
159,867
|
|
|
$
|
1,301
|
|
|
0.8
|
%
|
Adjusted EBITDA
|
13,578
|
|
|
|
(489
|
)
|
|
13,089
|
|
|
18,302
|
|
|
(5,213
|
)
|
|
(28.5
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.4
|
%
|
|
|
|
|
8.1
|
%
|
|
11.4
|
%
|
|
(330) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through |
|
|
January 1, 2014 through
June 29, 2014 |
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
377,151
|
|
|
$
|
538,319
|
|
|
$
|
515,732
|
|
|
$
|
22,587
|
|
|
4.4
|
%
|
Adjusted EBITDA
|
13,578
|
|
|
|
45,399
|
|
|
58,977
|
|
|
62,797
|
|
|
(3,820
|
)
|
|
(6.1
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.4
|
%
|
|
|
12.0
|
%
|
|
11.0
|
%
|
|
12.2
|
%
|
|
(120) bps
|
(1)
|
Adjusted EBITDA and Adjusted EBITDA as a % of net sales are financial measures that are not presented in accordance with GAAP. See “Key Measures the Company Uses to Evaluate Its Performance” for a reconciliation of Adjusted EBITDA to Net Income.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 Through
|
|
January 1, 2014 Through
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 26, 2014
|
|
|
June 29, 2014
|
|
June 29, 2014
|
|
September 27, 2013
|
|
September 27, 2013
|
||||||||||
Net (loss) income
|
$
|
(9,789
|
)
|
|
|
$
|
(17,928
|
)
|
|
$
|
(4,955
|
)
|
|
$
|
13,902
|
|
|
$
|
26,807
|
|
Tax provision
|
(5,976
|
)
|
|
|
(5,652
|
)
|
|
(573
|
)
|
|
8,662
|
|
|
15,875
|
|
|||||
Interest expense
|
7,809
|
|
|
|
82
|
|
|
7,301
|
|
|
3,478
|
|
|
16,837
|
|
|||||
Depreciation and amortization
|
10,377
|
|
|
|
—
|
|
|
12,852
|
|
|
6,756
|
|
|
19,836
|
|
|||||
Loss (gain) on disposals of fixed assets—net
|
—
|
|
|
|
—
|
|
|
338
|
|
|
(66
|
)
|
|
(26
|
)
|
|||||
EBITDA
|
2,421
|
|
|
|
(23,498
|
)
|
|
14,963
|
|
|
32,732
|
|
|
79,329
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring(1)
|
103
|
|
|
|
—
|
|
|
2,554
|
|
|
612
|
|
|
784
|
|
|||||
Transaction-related expenses(2)
|
1,404
|
|
|
|
23,009
|
|
|
27,783
|
|
|
—
|
|
|
1,015
|
|
|||||
Integration and other restructuring costs(3)
|
7,587
|
|
|
|
—
|
|
|
3,040
|
|
|
15
|
|
|
15
|
|
|||||
2013 Refinancing Transactions - Advisory, legal, professional fees and special bonuses(4)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
1,770
|
|
|||||
Newcomerstown net Fire costs (income) and related items(5)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(15,410
|
)
|
|
(20,253
|
)
|
|||||
Multiemployer pension plan withdrawal expense (gain)(6)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(696
|
)
|
|||||
Sponsor fees(7)
|
—
|
|
|
|
—
|
|
|
567
|
|
|
277
|
|
|
833
|
|
|||||
Gain from sale of joint ventures(8)
|
—
|
|
|
|
—
|
|
|
(3,508
|
)
|
|
—
|
|
|
—
|
|
|||||
Share based compensation(9)
|
2,063
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total adjustments
|
11,157
|
|
|
|
23,009
|
|
|
30,436
|
|
|
(14,430
|
)
|
|
(16,532
|
)
|
|||||
Adjusted EBITDA
|
$
|
13,578
|
|
|
|
$
|
(489
|
)
|
|
$
|
45,399
|
|
|
$
|
18,302
|
|
|
$
|
62,797
|
|
(1)
|
Restructuring includes costs associated with exit or disposal activities as defined by US GAAP related to facility consolidation, including one-time employee termination benefits, costs to close facilities and relocate employees, and costs to terminate contracts other than capital leases. During 2014, such costs relate to the closure of the Norwalk, Ohio facility. See Note 4, “Restructuring Costs” of the accompanying condensed consolidated financial statements for further information.
|
(2)
|
Transaction-related expenses primarily consist of professional service fees related to the Business Combination and other related transactions, as well as the Company’s acquisition and divestiture activities.
|
(3)
|
Integration and other restructuring costs includes equipment move costs and incremental facility preparation and related costs incurred in connection with the closure of the Norwalk, Ohio facility and the start-up of a new acoustics segment facility in Warrensburg, Missouri. Such costs are not included in restructuring for US GAAP purposes. During the period June 30, 2014 through September 26, 2014, integration and other restructuring costs includes $5.8 million of increased inventory costs recognized in cost of goods sold resulting from recording inventory at fair value in acquisition accounting for the Business Combination.
|
(4)
|
Represents professional fees, expenses and special employee bonuses paid in connection with the 2013 Refinancing Transactions. See Note 10, “Revolving Loans and Other Long-Term Debt Instruments” of the Company’s 2013 consolidated financial statements for further information regarding the 2013 Refinancing Transactions.
|
(5)
|
Represents the net loss (gain) relating to incremental costs, operating inefficiencies, business interruption matters and involuntary conversions of equipment associated with the Newcomerstown Fire. See
Note 15
, “Newcomerstown Fire” of the accompanying condensed consolidated financial statements for further information.
|
(6)
|
Represents the expense (income) associated with the August 15, 2012 decision to withdraw from a union-sponsored and trusted multiemployer pension plan at Morton. See Note 15, “Employee Benefit Plans” of the Company’s 2013 consolidated financial statements for further information.
|
(7)
|
Represents fees and expenses paid by Jason to Saw Mill Capital LLC and Falcon Investment Advisors, LLC under the Management Service Agreement dated September 21, 2010. See Note 5, “Related Party Transactions” of the accompanying condensed consolidated financial statements for further information.
|
(8)
|
Represents the gain on sale of the 50% equity interests in two joint ventures that was completed during the first quarter of 2014. See Note 3 “Sale of Joint Ventures” of the accompanying condensed consolidated financial statements for further information.
|
(9)
|
Represents non-cash share based compensation expense for awards under the Company’s 2014 Omnibus Incentive Plan.
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through |
|
|
June 28, 2014 through
June 29, 2014 |
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
32,385
|
|
|
|
$
|
—
|
|
|
$
|
32,385
|
|
|
$
|
33,473
|
|
|
$
|
(1,088
|
)
|
|
(3.3
|
)%
|
Adjusted EBITDA
|
3,568
|
|
|
|
—
|
|
|
3,568
|
|
|
4,356
|
|
|
(788
|
)
|
|
(18.1
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.0
|
%
|
|
|
|
|
|
11.0
|
%
|
|
13.0
|
%
|
|
(200) bps
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
45,181
|
|
|
|
$
|
—
|
|
|
$
|
45,181
|
|
|
$
|
44,159
|
|
|
$
|
1,022
|
|
|
2.3
|
%
|
Adjusted EBITDA
|
5,496
|
|
|
|
201
|
|
|
5,697
|
|
|
4,600
|
|
|
1,097
|
|
|
23.8
|
|
|||||
Adjusted EBITDA % of net sales
|
12.2
|
%
|
|
|
|
|
|
12.6
|
%
|
|
10.4
|
%
|
|
220 bps
|
|||||||||
Acoustics
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
54,033
|
|
|
|
$
|
—
|
|
|
$
|
54,033
|
|
|
$
|
48,759
|
|
|
$
|
5,274
|
|
|
10.8
|
%
|
Adjusted EBITDA
|
4,287
|
|
|
|
—
|
|
|
4,287
|
|
|
5,811
|
|
|
(1,524
|
)
|
|
(26.2
|
)
|
|||||
Adjusted EBITDA % of net sales
|
7.9
|
%
|
|
|
|
|
|
7.9
|
%
|
|
11.9
|
%
|
|
(400) bps
|
|||||||||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
29,569
|
|
|
|
$
|
—
|
|
|
$
|
29,569
|
|
|
$
|
33,476
|
|
|
$
|
(3,907
|
)
|
|
(11.7
|
)%
|
Adjusted EBITDA
|
1,716
|
|
|
|
(690
|
)
|
|
1,026
|
|
|
6,669
|
|
|
(5,643
|
)
|
|
(84.6
|
)
|
|||||
Adjusted EBITDA % of net sales
|
5.8
|
%
|
|
|
|
|
|
3.5
|
%
|
|
19.9
|
%
|
|
(1,640) bps
|
|||||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
|
$
|
(1,489
|
)
|
|
|
$
|
—
|
|
|
$
|
(1,489
|
)
|
|
$
|
(3,134
|
)
|
|
$
|
1,645
|
|
|
(52.5
|
)%
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
—
|
|
|
$
|
161,168
|
|
|
$
|
159,867
|
|
|
$
|
1,301
|
|
|
0.8
|
%
|
Adjusted EBITDA
|
13,578
|
|
|
|
(489
|
)
|
|
13,089
|
|
|
18,302
|
|
|
(5,213
|
)
|
|
(28.5
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.4
|
%
|
|
|
|
|
|
8.1
|
%
|
|
11.4
|
%
|
|
(330) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through |
|
|
January 1, 2014 through
June 29, 2014 |
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
32,385
|
|
|
|
$
|
104,878
|
|
|
$
|
137,263
|
|
|
$
|
130,886
|
|
|
$
|
6,377
|
|
|
4.9
|
%
|
Adjusted EBITDA
|
3,568
|
|
|
|
17,668
|
|
|
21,236
|
|
|
21,043
|
|
|
193
|
|
|
0.9
|
|
|||||
Adjusted EBITDA % of net sales
|
11.0
|
%
|
|
|
16.8
|
%
|
|
15.5
|
%
|
|
16.1
|
%
|
|
(60) bps
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
45,181
|
|
|
|
$
|
96,692
|
|
|
$
|
141,873
|
|
|
$
|
135,923
|
|
|
$
|
5,950
|
|
|
4.4
|
%
|
Adjusted EBITDA
|
5,496
|
|
|
|
13,732
|
|
|
19,228
|
|
|
13,638
|
|
|
5,590
|
|
|
41.0
|
|
|||||
Adjusted EBITDA % of net sales
|
12.2
|
%
|
|
|
14.2
|
%
|
|
13.6
|
%
|
|
10.0
|
%
|
|
360 bps
|
|||||||||
Acoustics
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
54,033
|
|
|
|
$
|
109,930
|
|
|
$
|
163,963
|
|
|
$
|
151,065
|
|
|
$
|
12,898
|
|
|
8.5
|
%
|
Adjusted EBITDA
|
4,287
|
|
|
|
9,676
|
|
|
13,963
|
|
|
18,248
|
|
|
(4,285
|
)
|
|
(23.5
|
)
|
|||||
Adjusted EBITDA % of net sales
|
7.9
|
%
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
12.1
|
%
|
|
(360) bps
|
|||||||||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
29,569
|
|
|
|
$
|
65,651
|
|
|
$
|
95,220
|
|
|
$
|
97,858
|
|
|
$
|
(2,638
|
)
|
|
(2.7
|
)%
|
Adjusted EBITDA
|
1,716
|
|
|
|
10,324
|
|
|
12,040
|
|
|
17,628
|
|
|
(5,588
|
)
|
|
(31.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
5.8
|
%
|
|
|
15.7
|
%
|
|
12.6
|
%
|
|
18.0
|
%
|
|
(540) bps
|
|||||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
|
$
|
(1,489
|
)
|
|
|
$
|
(6,001
|
)
|
|
$
|
(7,490
|
)
|
|
$
|
(7,760
|
)
|
|
$
|
270
|
|
|
(3.5
|
)%
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
161,168
|
|
|
|
$
|
377,151
|
|
|
$
|
538,319
|
|
|
$
|
515,732
|
|
|
$
|
22,587
|
|
|
4.4
|
%
|
Adjusted EBITDA
|
13,578
|
|
|
|
45,399
|
|
|
58,977
|
|
|
62,797
|
|
|
(3,820
|
)
|
|
(6.1
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.4
|
%
|
|
|
12.0
|
%
|
|
11.0
|
%
|
|
12.2
|
%
|
|
(120) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 through
June 29, 2014
|
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
32,385
|
|
|
|
$
|
—
|
|
|
$
|
32,385
|
|
|
$
|
33,473
|
|
|
$
|
(1,088
|
)
|
|
(3.3
|
)%
|
Adjusted EBITDA
|
3,568
|
|
|
|
—
|
|
|
3,568
|
|
|
4,356
|
|
|
(788
|
)
|
|
(18.1
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.0
|
%
|
|
|
|
|
|
11.0
|
%
|
|
13.0
|
%
|
|
(200) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 through
June 29, 2014
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
32,385
|
|
|
|
$
|
104,878
|
|
|
$
|
137,263
|
|
|
$
|
130,886
|
|
|
$
|
6,377
|
|
|
4.9
|
%
|
Adjusted EBITDA
|
3,568
|
|
|
|
17,668
|
|
|
21,236
|
|
|
21,043
|
|
|
193
|
|
|
0.9
|
|
|||||
Adjusted EBITDA % of net sales
|
11.0
|
%
|
|
|
16.8
|
%
|
|
15.5
|
%
|
|
16.1
|
%
|
|
(60) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 through
June 29, 2014
|
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
45,181
|
|
|
|
$
|
—
|
|
|
$
|
45,181
|
|
|
$
|
44,159
|
|
|
$
|
1,022
|
|
|
2.3
|
%
|
Adjusted EBITDA
|
5,496
|
|
|
|
201
|
|
|
5,697
|
|
|
4,600
|
|
|
1,097
|
|
|
23.8
|
|
|||||
Adjusted EBITDA % of net sales
|
12.2
|
%
|
|
|
|
|
|
12.6
|
%
|
|
10.4
|
%
|
|
220 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 through
June 29, 2014
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
45,181
|
|
|
|
$
|
96,692
|
|
|
$
|
141,873
|
|
|
$
|
135,923
|
|
|
$
|
5,950
|
|
|
4.4
|
%
|
Adjusted EBITDA
|
5,496
|
|
|
|
13,732
|
|
|
19,228
|
|
|
13,638
|
|
|
5,590
|
|
|
41.0
|
|
|||||
Adjusted EBITDA % of net sales
|
12.2
|
%
|
|
|
14.2
|
%
|
|
13.6
|
%
|
|
10.0
|
%
|
|
360 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 through
June 29, 2014
|
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
54,033
|
|
|
|
$
|
—
|
|
|
$
|
54,033
|
|
|
$
|
48,759
|
|
|
$
|
5,274
|
|
|
10.8
|
%
|
Adjusted EBITDA
|
4,287
|
|
|
|
—
|
|
|
4,287
|
|
|
5,811
|
|
|
(1,524
|
)
|
|
(26.2
|
)
|
|||||
Adjusted EBITDA % of net sales
|
7.9
|
%
|
|
|
|
|
|
7.9
|
%
|
|
11.9
|
%
|
|
(400) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 through
June 29, 2014
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
54,033
|
|
|
|
$
|
109,930
|
|
|
$
|
163,963
|
|
|
$
|
151,065
|
|
|
$
|
12,898
|
|
|
8.5
|
%
|
Adjusted EBITDA
|
4,287
|
|
|
|
9,676
|
|
|
13,963
|
|
|
18,248
|
|
|
(4,285
|
)
|
|
(23.5
|
)
|
|||||
Adjusted EBITDA % of net sales
|
7.9
|
%
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
12.1
|
%
|
|
(360) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 through
June 29, 2014
|
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
29,569
|
|
|
|
$
|
—
|
|
|
$
|
29,569
|
|
|
$
|
33,476
|
|
|
$
|
(3,907
|
)
|
|
(11.7
|
)%
|
Adjusted EBITDA
|
1,716
|
|
|
|
(690
|
)
|
|
1,026
|
|
|
6,669
|
|
|
(5,643
|
)
|
|
(84.6
|
)
|
|||||
Adjusted EBITDA % of net sales
|
5.8
|
%
|
|
|
|
|
|
3.5
|
%
|
|
19.9
|
%
|
|
(1,640) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 through
June 29, 2014
|
|
Nine Months Ended
|
|
Nine Months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
29,569
|
|
|
|
$
|
65,651
|
|
|
$
|
95,220
|
|
|
$
|
97,858
|
|
|
$
|
(2,638
|
)
|
|
(2.7
|
)%
|
Adjusted EBITDA
|
1,716
|
|
|
|
10,324
|
|
|
12,040
|
|
|
17,628
|
|
|
(5,588
|
)
|
|
(31.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
5.8
|
%
|
|
|
15.7
|
%
|
|
12.6
|
%
|
|
18.0
|
%
|
|
(540) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through
|
|
|
June 28, 2014 through
June 29, 2014
|
|
Three months Ended
|
|
Three months Ended
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
September 26, 2014
|
|
|
|
September 26, 2014
|
|
September 27, 2013
|
|
$
|
|
%
|
||||||||||||
Adjusted EBITDA
|
$
|
(1,489
|
)
|
|
|
$
|
—
|
|
|
$
|
(1,489
|
)
|
|
$
|
(3,134
|
)
|
|
$
|
1,645
|
|
|
(52.5
|
)%
|
|
Successor
|
|
|
Predecessor
|
||||
|
September 26, 2014
|
|
|
December 31, 2013
|
||||
Accounts receivable—net
|
$
|
91,663
|
|
|
|
$
|
77,003
|
|
Inventories
|
81,031
|
|
|
|
72,259
|
|
||
Accounts payable
|
(60,074
|
)
|
|
|
(58,042
|
)
|
||
NOWC
|
$
|
112,620
|
|
|
|
$
|
91,220
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
June 30, 2014
Through
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Nine Months Ended
|
||||||
(in thousands)
|
September 26, 2014
|
|
|
|
September 27, 2013
|
|||||||
Cash flows (used in) provided by operating activities
|
$
|
(6,874
|
)
|
|
|
$
|
4,241
|
|
|
$
|
29,909
|
|
Cash flows (used in) provided by investing activities
|
(496,212
|
)
|
|
|
138
|
|
|
(13,367
|
)
|
|||
Cash flows (used in) provided by financing activities
|
404,457
|
|
|
|
6,896
|
|
|
(31,283
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,020
|
)
|
|
|
(122
|
)
|
|
15
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(99,649
|
)
|
|
|
11,153
|
|
|
(14,726
|
)
|
|||
Cash and cash equivalents at beginning of period
|
177,077
|
|
|
|
16,318
|
|
|
29,557
|
|
|||
Cash and cash equivalents at end of period
|
$
|
77,428
|
|
|
|
$
|
27,471
|
|
|
$
|
14,831
|
|
Depreciation and amortization
|
10,377
|
|
|
|
12,852
|
|
|
19,836
|
|
|||
Capital expenditures, net of insurance proceeds
|
6,598
|
|
|
|
10,998
|
|
|
14,301
|
|
•
|
seasonality of demand for our customers’ products which may cause our manufacturing capacity to be underutilized for periods of time;
|
•
|
our customers’ failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries;
|
•
|
loss of market share for our customers’ products, which may lead our customers to reduce or discontinue purchasing our products and to reduce prices, thereby exerting pricing pressure on us;
|
•
|
economic conditions in the markets in which our customers operate, in particular, the United States and Europe, including recessionary periods such as the global economic downturn; and
|
•
|
product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.
|
•
|
respond more quickly to new or emerging technologies;
|
•
|
have greater name recognition, critical mass or geographic market presence;
|
•
|
be better able to take advantage of acquisition opportunities;
|
•
|
adapt more quickly to changes in customer requirements;
|
•
|
devote greater resources to the development, promotion and sale of their products;
|
•
|
be better positioned to compete on price for their products, due to any combination of low-cost labor, raw materials, components, facilities or other operating items, or willingness to make sales at lower margins than us;
|
•
|
consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and
|
•
|
be better able to utilize excess capacity which may reduce the cost of their products or services.
|
•
|
hire, retain and expand our pool of qualified engineering and technical personnel;
|
•
|
maintain technological leadership in our industry;
|
•
|
successfully anticipate or respond to changes in manufacturing processes in a cost-effective and timely manner; and
|
•
|
successfully anticipate or respond to changes in cost to serve in a cost-effective and timely manner.
|
•
|
paying an excessive price for acquisitions and incurring higher than expected acquisition costs;
|
•
|
difficulty in integrating acquired operations, systems, assets and businesses;
|
•
|
difficulty in implementing financial and management controls, reporting systems and procedures;
|
•
|
difficulty in maintaining customer, supplier, employee or other favorable business relationships of acquired operations and restructuring or terminating unfavorable relationships;
|
•
|
ensuring sufficient due diligence prior to an acquisition and addressing unforeseen liabilities of acquired businesses;
|
•
|
making acquisitions in new end markets, geographies or technologies where our knowledge or experience is limited;
|
•
|
failing to realize the benefits from goodwill and intangible assets resulting from acquisitions which may result in write-downs;
|
•
|
failing to achieve anticipated business volumes; and
|
•
|
making acquisitions which force us to divest other businesses.
|
•
|
make it difficult for us to obtain financing in the future for acquisitions, working capital, capital expenditures, debt service requirements or other purposes;
|
•
|
limit our flexibility in planning for or reacting to changes in our business;
|
•
|
affect our ability to pay dividends;
|
•
|
make us more vulnerable in the event of a downturn in our business; and
|
•
|
affect certain financial covenants with which we must comply in connection with our credit facilities.
|
•
|
less flexible employee relationships which can be difficult and expensive to terminate;
|
•
|
labor unrest;
|
•
|
political and economic instability (including war and acts of terrorism);
|
•
|
inadequate infrastructure for our operations (i.e. lack of adequate power, water, transportation and raw materials);
|
•
|
health concerns and related government actions;
|
•
|
risk of governmental expropriation of our property;
|
•
|
less favorable, or relatively undefined, intellectual property laws;
|
•
|
unexpected changes in regulatory requirements and laws;
|
•
|
longer customer payment cycles and difficulty in collecting trade accounts receivable;
|
•
|
export duties, tariffs, import controls and trade barriers (including quotas);
|
•
|
adverse trade policies or adverse changes to any of the policies of either the United States or any of the foreign jurisdictions in which we operate;
|
•
|
adverse changes in tax rates or regulations;
|
•
|
legal or political constraints on our ability to maintain or increase prices;
|
•
|
burdens of complying with a wide variety of labor practices and foreign laws, including those relating to export and import duties, environmental policies and privacy issues;
|
•
|
inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction;
|
•
|
economies that are emerging or developing, that may be subject to greater currency volatility, negative growth, high inflation, limited availability of foreign exchange and other risks; and
|
•
|
ability to repatriate cash on a tax effective basis.
|
•
|
variation in demand for or discontinuation of our customers’ products;
|
•
|
our customers’ attempts to manage their inventory;
|
•
|
design changes;
|
•
|
changes in our customers’ manufacturing strategies; and
|
•
|
acquisitions of or consolidation among customers.
|
•
|
increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;
|
•
|
requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business, the competitive environment and the industry in which we operate;
|
•
|
placing us at a competitive disadvantage as compared to our competitors that are not as highly leveraged; and
|
•
|
limiting our ability to borrow additional funds and increasing the cost of any such borrowing.
|
•
|
actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
|
•
|
changes in the market’s expectations about our operating results;
|
•
|
success of competitors;
|
•
|
our operating results failing to meet the expectation of securities analysts or investors in a particular period;
|
•
|
changes in financial estimates and recommendations by securities analysts concerning the Company or its markets in general;
|
•
|
operating and stock price performance of other companies that investors deem comparable to the Company;
|
•
|
our ability to market new and enhanced products on a timely basis;
|
•
|
changes in laws and regulations affecting our business;
|
•
|
commencement of, or involvement in, litigation involving the Company;
|
•
|
changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;
|
•
|
the volume of securities available for public sale;
|
•
|
any major change in our board or management;
|
•
|
sales of substantial amounts of our securities by our directors, executive officers or significant shareholders or the perception that such sales could occur; and
|
•
|
general economic and political conditions such as recession; interest rate, fuel price, and international currency fluctuations; and acts of war or terrorism.
|
•
|
to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;
|
•
|
to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or
|
•
|
to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.
|
•
|
no cumulative voting in the election of directors, which limits the ability of minority shareholders to elect director candidates;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents shareholders from being able to fill vacancies on our board of directors;
|
•
|
the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without shareholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
a prohibition on shareholder action by written consent, which forces shareholder action to be taken at an annual or special meeting of our shareholders;
|
•
|
the requirement that an annual meeting of shareholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our shareholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
controlling the procedures for the conduct and scheduling of shareholder meetings;
|
•
|
providing that directors may be removed prior to the expiration of their terms by shareholders only for cause; and
|
•
|
advance notice procedures that shareholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a shareholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
|
|
Total Number of Shares/Units Repurchased
|
Average Price Paid per Share/Unit
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
|
|
June 27 to July 26
|
|
|
|
|
|
Common Stock………..
|
2,542,667
|
|
$ 10.2653
|
2,542,667
(1)
|
—
|
Warrants………………
|
4,406,277
|
|
1.50
|
4,406,277
(2)
|
—
|
July 27 to August 26
|
—
|
—
|
—
|
—
|
|
August 27 to September 26
|
—
|
—
|
—
|
—
|
|
Total
|
|
|
|
|
|
Common Stock………..
|
2,542,667
|
|
|
2,542,667
|
|
Warrants………………
|
4,406,277
|
|
|
4,406,277
|
|
(1)
|
In connection with the closing of the Business Combination, the Company redeemed a total of 2,542,667 shares of its common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation, resulting in a total payment to redeeming shareholders of $26,101,273.
|
(2)
|
On May 6, 2014, we commenced a tender offer to purchase up to 9,200,000 of the Public Warrants at a purchase price of $0.75 per warrant, which was subsequently increased to $1.00 per warrant on June 18, 2014 and $1.50 per warrant on July 7, 2014, subject to certain conditions, including the consummation of the Business Combination. The Warrant Tender Offer expired on July 18, 2014 and a total of 4,406,277 warrants were validly tendered and not properly withdrawn for a total purchase price of approximately $6,609,000.
|
|
JASON INDUSTRIES, INC.
|
|
|
Dated: November 7, 2014
|
/s/ David C. Westgate
|
|
David C. Westgate
President and Chief Executive Officer
(Principal Executive Officer)
|
Dated: November 7, 2014
|
/s/ Stephen L. Cripe
|
|
|
Stephen L. Cripe
Chief Financial Officer
(Principal Financial Officer)
|
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated as of March 16, 2014, by and among Jason Partners Holdings Inc., Jason Partners Holdings LLC, Quinpario Acquisition Corp. and JPHI Holdings Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed with the Commission on March 18, 2014 (File No. 1-36051)).
|
|
|
|
3.1
|
|
Second Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on July 3, 2014 (File No. 333-197250)).
|
|
|
|
3.2
|
|
Bylaws of the Company (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on July 3, 2014 (File No. 333-197250)).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, filed with the Commission on August 1, 2013 (File No. 333-189432)).
|
|
|
|
4.2
|
|
Specimen Warrant Certificate (incorporated herein by reference to Exhibit A to Exhibit 4.4 to the Registrant’s Form 8-K, filed with the Commission on August 14, 2013 (File No. 1-36051)).
|
|
|
|
4.3
|
|
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company, dated as of August 8, 2013 (incorporated herein by reference to Exhibit 4.4 to the Registrant’s Form 8-K, filed with the Commission on August 14, 2013 (File No. 1-36051)).
|
|
|
|
4.4
|
|
Certificate of Designations, Preferences, Rights and Limitations of 8.0% Series A Convertible Perpetual Preferred Stock (incorporated herein by reference to Exhibit A to Exhibit 10.11 to the Registrant’s Form 10-Q, filed with the Commission on May 15, 2014 (File No. 1-36051)).
|
|
|
|
4.5
|
|
Registration Rights Agreement among the Company, Quinpario Partners I, LLC and the other security holders named therein, dated August 8, 2013 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed with the Commission on August 14, 2013 (File No. 1-36051)).
|
|
|
|
4.6
|
|
Amendment No.1 to Registration Rights Agreement among the Company, Quinpario Partners I, LLC and the other security holders named therein, dated July 14, 2014 (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1, filed with the Commission on July 15, 2014, as amended (File No. 333-197412)).
|
|
|
|
4.7
|
|
Form of Registration Rights Agreement by and between the Company and the persons named therein (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Form 10-Q, filed with the Commission on May 15, 2014 (File No. 1-36051)).
|
|
|
|
10.1
|
|
Investor Rights Agreement by and between the Company, JPHI Holdings Inc. and certain stockholders of the Company, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.2
|
|
Jason Industries, Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8, filed with the Commission on July 3, 2014 (File No. 333-197250)).*
|
|
|
|
10.3
|
|
Amended and Restated Employment Agreement between the Company and David Westgate, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
Exhibit Number
|
|
Description
|
10.4
|
|
Amended and Restated Employment Agreement between the Company and Stephen Cripe, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.5
|
|
Amended and Restated Employment Agreement between the Company and William Schultz, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.6
|
|
Amended and Restated Employment Agreement between the Company and David Cataldi, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.9 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.7
|
|
Employment Agreement between the Company and Srivas Prasad, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.8
|
|
Service Agreement, dated as of February 10, 2011, between Jason GmbH and Dr. Florestan von Boxberg (incorporated herein by reference to Exhibit 10.11 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.9
|
|
Amended and Restated Employment Agreement between the Company and John Hengel, dated as of June 30, 2014 (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.10
|
|
First Lien Credit Agreement, dated as of June 30, 2014, by and among Jason Incorporated, Jason Partners Holdings Inc., Jason Holdings, Inc. I, Deutsche Bank AG New York Branch, as administrative agent, the subsidiary guarantors party thereto and the several banks and other financial institutions or entities from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.11
|
|
Second Lien Credit Agreement, dated as of June 30, 2014, by and among Jason Incorporated, Jason Partners Holdings Inc., Jason Holdings, Inc. I, Deutsche Bank AG New York Branch, as administrative agent, the subsidiary guarantors party thereto and the several banks and other financial institutions or entities from time to time party thereto (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.12
|
|
First Lien Security Agreement, dated as of June 30, 2014, by and among Jason Partners Holdings Inc., Jason Holdings, Inc. I, Jason Incorporated and certain of its subsidiaries in favor of Deutsche Bank AG New York Branch (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.13
|
|
Second Lien Security Agreement, dated as of June 30, 2014, by and among Jason Partners Holdings Inc., Jason Holdings, Inc. I, Jason Incorporated and certain of its subsidiaries in favor of Deutsche Bank AG New York Branch (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.14
|
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Form 8-K, filed with the Commission on July 7, 2014 (File No. 1-36051)).
|
|
|
|
10.15
|
|
Form of Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan.*
|
|
|
|
10.16
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan.*
|
|
|
|
Exhibit Number
|
|
Description
|
31.1
|
|
Certification of the Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Principal Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Principal Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
101.INS**
|
|
XBRL Instance Document
|
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Represents a management contract or compensatory plan, contract or arrangement.
|
**
|
XBRL (eXtensible Business reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
|
|
|
(i)
|
equals or exceeds $[ ] in any twenty (20) trading days within a thirty (30) trading day period, then [ ] of the Stock Price-Vesting RSUs shall vest;
|
(ii)
|
equals or exceeds $[ ] in any twenty (20) trading days within a thirty (30) trading day period, then an additional [ ] of the Stock Price-Vesting RSUs shall vest (a total of [ ] of the Stock Price-Vesting RSUs vested);
|
(iii)
|
equals or exceeds $[ ] in any twenty (20) trading days within a thirty (30) trading day period, then an additional [ ] of the Stock Price-Vesting RSUs shall vest (a total of [ ] of the Stock Price-Vesting RSUs vested); and
|
(iv)
|
equals or exceeds $[ ] in any twenty (20) trading days within a thirty (30) trading day period, then an additional [ ] of the Stock Price-Vesting RSUs shall vest (a total of [ ] of the Stock Price-Vesting RSUs vested).
|
|
2
|
|
Achievement of Cumulative EBITDA Less CapEx Goals
|
Number of EBITDA-Vesting RSUs Becoming Vested
|
Less than 80%
|
[ ] RSUs
|
80% (Threshold)
|
[ ] RSUs
|
100% (Target)
|
[ ] RSUs
|
120% and above (Maximum)
|
[ ] RSUs
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Jason Industries, Inc. (f/k/a Quinpario Acquisition Corp.);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
b.
|
[omitted pursuant to the transition period exemption for newly public companies.]; and
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ David C. Westgate
|
|
|
David C. Westgate
Chief Executive Officer
(Principal executive officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Jason Industries, Inc. (f/k/a Quinpario Acquisition Corp.);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
b.
|
[omitted pursuant to the transition period exemption for newly public companies.]; and
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Stephen L. Cripe
|
|
|
Stephen L. Cripe
Chief Financial Officer
(Principal financial and accounting officer)
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ David C. Westgate
|
|
|
David C. Westgate
President and Chief Executive Officer
(Principal executive officer)
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Stephen L. Cripe
|
|
|
Stephen L. Cripe
Chief Financial Officer
(Principal financial and accounting officer)
|
|