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 53202
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(Address of principal executive offices)
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(414) 277-9300
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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||
Common Stock, $0.0001 par value per share
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The NASDAQ Stock Market LLC
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Warrants to purchase Common Stock
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The NASDAQ Stock Market LLC
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(Title of class)
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(Name of exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act: None
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Large accelerated filer
¨
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Accelerated filer
ý
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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||
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•
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level of demand for the Company’s products;
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•
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competition in the Company’s markets;
|
•
|
the Company’s ability to grow and manage growth profitably;
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•
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the Company’s ability to access additional capital;
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•
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changes in applicable laws or regulations;
|
•
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the Company’s ability to attract and retain qualified personnel;
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•
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the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and
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•
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other risks and uncertainties indicated in this report, including those discussed under “Risk Factors” in Item 1A of Part I of this report.
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Name
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Age
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Position
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Jeffry N. Quinn
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57
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Chief Executive Officer, Chairman of the Board and Director
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A. Craig Ivey
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58
|
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Interim President and Chief Operating Officer
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Sarah C. Sutton
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44
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Senior Vice President and Chief Financial Officer
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Thomas L. Doerr, Jr.
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41
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Vice President, General Counsel and Secretary
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John J. Hengel
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57
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Vice President—Finance, Treasurer and Assistant Secretary
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Srivas Prasad
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47
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Senior Vice President and General Manager—Seating and Acoustics
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Steven G. Carollo
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44
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Senior Vice President and General Manager—Finishing and Components
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•
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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;
|
•
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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;
|
•
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economic conditions in the markets in which our customers operate, in particular, the United States and Europe, including recessionary periods such as the 2008/2009 global economic downturn; and
|
•
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product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.
|
•
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respond more quickly to new or emerging technologies;
|
•
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have greater name recognition, critical mass or geographic market presence;
|
•
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be better able to take advantage of acquisition opportunities;
|
•
|
adapt more quickly to changes in customer requirements;
|
•
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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;
|
•
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consolidate with other competitors in the industry which may create increased pricing and competitive pressures on our business; and
|
•
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be better able to utilize excess capacity which may reduce the cost of their products or services.
|
•
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hire, retain and expand our pool of qualified engineering and technical personnel;
|
•
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maintain technological leadership in our industry;
|
•
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successfully anticipate or respond to changes in manufacturing processes in a cost-effective and timely manner; and
|
•
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successfully anticipate or respond to changes in cost to serve in a cost-effective and timely manner.
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•
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paying an excessive price for acquisitions and incurring higher than expected acquisition costs;
|
•
|
difficulty in integrating acquired operations, systems, assets and businesses;
|
•
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difficulty in implementing financial and management controls, reporting systems and procedures;
|
•
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difficulty in maintaining customer, supplier, employee or other favorable business relationships of acquired operations and restructuring or terminating unfavorable relationships;
|
•
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ensuring sufficient due diligence prior to an acquisition and addressing unforeseen liabilities of acquired businesses;
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•
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making acquisitions in new end markets, geographies or technologies where our knowledge or experience is limited;
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•
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failing to realize the benefits from goodwill and intangible assets resulting from acquisitions which may result in write-downs;
|
•
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failing to achieve anticipated business volumes; and
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•
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making acquisitions which force us to divest other businesses.
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•
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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;
|
•
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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;
|
•
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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;
|
•
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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;
|
•
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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 financial results or the financial results of companies perceived to be similar to us;
|
•
|
changes in the market’s expectations about our operating results;
|
•
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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
|
•
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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;
|
•
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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.
|
|
|
Number of Locations
|
|
Square Footage
|
|||||||||||||||||
|
|
Manufacturing
|
|
Warehouse
|
|
Sales / Distribution / Admin
|
|
Total
|
|
Owned
|
|
Leased
|
|
Total
|
|||||||
Seating
|
|
6
|
|
|
2
|
|
|
2
|
|
|
10
|
|
|
370,000
|
|
|
473,000
|
|
|
843,000
|
|
Finishing
|
|
17
|
|
|
—
|
|
|
7
|
|
|
24
|
|
|
489,000
|
|
|
622,000
|
|
|
1,111,000
|
|
Acoustics
|
|
8
|
|
|
4
|
|
|
2
|
|
|
14
|
|
|
226,000
|
|
|
1,146,000
|
|
|
1,372,000
|
|
Components
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
171,000
|
|
|
307,000
|
|
|
478,000
|
|
|
|
35
|
|
|
6
|
|
|
11
|
|
|
52
|
|
|
1,256,000
|
|
|
2,548,000
|
|
|
3,804,000
|
|
|
Common Stock
|
|
Warrants
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
2015:
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
10.04
|
|
|
$
|
6.56
|
|
|
$
|
1.31
|
|
|
$
|
0.68
|
|
Second Quarter
|
$
|
7.88
|
|
|
$
|
6.45
|
|
|
$
|
0.95
|
|
|
$
|
0.51
|
|
Third Quarter
|
$
|
7.49
|
|
|
$
|
4.53
|
|
|
$
|
0.58
|
|
|
$
|
0.18
|
|
Fourth Quarter
|
$
|
5.10
|
|
|
$
|
2.90
|
|
|
$
|
0.46
|
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
||||||||
2014:
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
12.00
|
|
|
$
|
9.85
|
|
|
$
|
0.74
|
|
|
$
|
0.40
|
|
Second Quarter (1)
|
$
|
11.16
|
|
|
$
|
10.10
|
|
|
$
|
1.45
|
|
|
$
|
0.50
|
|
Third Quarter
|
$
|
11.00
|
|
|
$
|
9.82
|
|
|
$
|
1.94
|
|
|
$
|
1.23
|
|
Fourth Quarter
|
$
|
10.59
|
|
|
$
|
7.69
|
|
|
$
|
1.72
|
|
|
$
|
0.86
|
|
2015 Fiscal Month
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Plans or Programs
Announced
(b)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
September 26 to October 30
|
|
—
|
|
$—
|
|
—
|
|
N/A
|
October 30 to November 27
|
|
102,740
|
|
4.03
|
|
—
|
|
N/A
|
November 28 to December 31
|
|
—
|
|
—
|
|
—
|
|
N/A
|
Total
|
|
102,740
|
|
$4.03
|
|
—
|
|
|
|
|
10/18/2013
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||||
Jason Industries, Inc.
|
|
$
|
100.00
|
|
|
$
|
102.02
|
|
|
$
|
99.49
|
|
|
$
|
38.18
|
|
S&P SmallCap 600
|
|
$
|
100.00
|
|
|
$
|
109.83
|
|
|
$
|
116.15
|
|
|
$
|
113.86
|
|
Dow Jones US Diversified Industrials
|
|
$
|
100.00
|
|
|
$
|
116.29
|
|
|
$
|
117.51
|
|
|
$
|
132.60
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31,
|
||||||||||||||||
(in thousands, except per share data)
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
|
$
|
655,020
|
|
|
$
|
600,557
|
|
Cost of goods sold
|
561,076
|
|
|
270,676
|
|
|
|
294,175
|
|
|
527,371
|
|
|
515,154
|
|
|
469,943
|
|
||||||
Gross profit
|
147,290
|
|
|
54,659
|
|
|
|
82,976
|
|
|
153,474
|
|
|
139,866
|
|
|
130,614
|
|
||||||
Selling and administrative expenses
|
129,371
|
|
|
57,183
|
|
|
|
54,974
|
|
|
108,889
|
|
|
98,111
|
|
|
96,302
|
|
||||||
Newcomerstown fire (gain) loss - net
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(12,483
|
)
|
|
4,736
|
|
|
2,947
|
|
||||||
Impairment charges
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|
1,288
|
|
||||||
Loss (gain) on disposals of property, plant and equipment - net
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
|
472
|
|
|
62
|
|
||||||
Restructuring
|
3,800
|
|
|
1,131
|
|
|
|
2,554
|
|
|
2,950
|
|
|
1,631
|
|
|
710
|
|
||||||
Transaction-related expenses
|
886
|
|
|
2,533
|
|
|
|
27,783
|
|
|
1,073
|
|
|
1,028
|
|
|
—
|
|
||||||
Multiemployer pension plan withdrawal (gain) loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(696
|
)
|
|
3,395
|
|
|
—
|
|
||||||
Operating (loss) income
|
(81,002
|
)
|
|
(6,245
|
)
|
|
|
(2,673
|
)
|
|
53,719
|
|
|
29,949
|
|
|
29,305
|
|
||||||
Interest expense
|
(31,835
|
)
|
|
(16,172
|
)
|
|
|
(7,301
|
)
|
|
(20,716
|
)
|
|
(18,612
|
)
|
|
(17,011
|
)
|
||||||
Equity income
|
884
|
|
|
381
|
|
|
|
831
|
|
|
2,345
|
|
|
1,510
|
|
|
865
|
|
||||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
3,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,351
|
|
|
6,103
|
|
|
—
|
|
||||||
Other income (expense) - net
|
97
|
|
|
167
|
|
|
|
107
|
|
|
636
|
|
|
543
|
|
|
266
|
|
||||||
(Loss) income before income taxes
|
(111,856
|
)
|
|
(21,869
|
)
|
|
|
(5,528
|
)
|
|
42,335
|
|
|
19,493
|
|
|
13,425
|
|
||||||
Tax (benefit) provision
|
(22,255
|
)
|
|
(7,889
|
)
|
|
|
(573
|
)
|
|
18,247
|
|
|
4,828
|
|
|
4,117
|
|
||||||
Net (loss) income
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
|
$
|
14,665
|
|
|
$
|
9,308
|
|
Less net loss attributable to noncontrolling interests
|
(15,143
|
)
|
|
(2,362
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss) income attributable to Jason Industries
|
$
|
(74,458
|
)
|
|
$
|
(11,618
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
|
$
|
14,665
|
|
|
$
|
9,308
|
|
Accretion of preferred stock dividends and redemption premium
|
3,600
|
|
|
1,810
|
|
|
|
—
|
|
|
2,405
|
|
|
6,312
|
|
|
3,733
|
|
||||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(78,058
|
)
|
|
$
|
(13,428
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
$
|
8,353
|
|
|
$
|
5,575
|
|
Earnings (loss) per share: Basic and diluted
|
$
|
(3.53
|
)
|
|
$
|
(0.61
|
)
|
|
|
$
|
(4,955.00
|
)
|
|
$
|
21,683.00
|
|
|
$
|
8,353.00
|
|
|
$
|
5,575.00
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted
|
22,145
|
|
|
21,991
|
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||
Cash dividends paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
43,055
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
As of December 31,
|
|
|
As of December 31,
|
||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
35,944
|
|
|
$
|
62,279
|
|
|
|
$
|
16,318
|
|
|
$
|
29,557
|
|
|
$
|
14,734
|
|
Total assets
|
706,179
|
|
|
799,404
|
|
|
|
423,017
|
|
|
431,354
|
|
|
411,091
|
|
|||||
Long-term debt
|
435,237
|
|
|
415,306
|
|
|
|
235,831
|
|
|
192,091
|
|
|
186,179
|
|
|||||
Total liabilities
|
621,185
|
|
|
616,729
|
|
|
|
392,545
|
|
|
336,428
|
|
|
331,557
|
|
|||||
Redeemable preferred stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
46,010
|
|
|
39,698
|
|
|||||
Total stockholders’ equity
|
84,994
|
|
|
182,675
|
|
|
|
30,472
|
|
|
48,916
|
|
|
39,836
|
|
•
|
modest global GDP growth;
|
•
|
continued strength in key sectors such as the North American automotive, motorcycle, and construction industries;
|
•
|
slowing demand in the North American rail industry;
|
•
|
lower demand in the agricultural equipment industry;
|
•
|
normal seasonal demand in the turf care and small gas engine markets; and
|
•
|
flat demand for smart meter assemblies for the electric utility industry.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
(in thousands)
|
|
|
|
|
||||||||||||
Net sales
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
Cost of goods sold
|
561,076
|
|
|
270,676
|
|
|
|
294,175
|
|
|
527,371
|
|
||||
Gross profit
|
147,290
|
|
|
54,659
|
|
|
|
82,976
|
|
|
153,474
|
|
||||
Selling and administrative expenses
|
129,371
|
|
|
57,183
|
|
|
|
54,974
|
|
|
108,889
|
|
||||
Newcomerstown fire gain - net
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(12,483
|
)
|
||||
Impairment charges
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Loss on disposals of property, plant and equipment - net
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
||||
Restructuring
|
3,800
|
|
|
1,131
|
|
|
|
2,554
|
|
|
2,950
|
|
||||
Transaction-related expenses
|
886
|
|
|
2,533
|
|
|
|
27,783
|
|
|
1,073
|
|
||||
Multiemployer pension plan withdrawal gain
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(696
|
)
|
||||
Operating (loss) income
|
(81,002
|
)
|
|
(6,245
|
)
|
|
|
(2,673
|
)
|
|
53,719
|
|
||||
Interest expense
|
(31,835
|
)
|
|
(16,172
|
)
|
|
|
(7,301
|
)
|
|
(20,716
|
)
|
||||
Equity income
|
884
|
|
|
381
|
|
|
|
831
|
|
|
2,345
|
|
||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
3,508
|
|
|
—
|
|
||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,351
|
|
||||
Other income - net
|
97
|
|
|
167
|
|
|
|
107
|
|
|
636
|
|
||||
(Loss) income before income taxes
|
(111,856
|
)
|
|
(21,869
|
)
|
|
|
(5,528
|
)
|
|
42,335
|
|
||||
Tax (benefit) provision
|
(22,255
|
)
|
|
(7,889
|
)
|
|
|
(573
|
)
|
|
18,247
|
|
||||
Net (loss) income
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Less net loss attributable to noncontrolling interests
|
(15,143
|
)
|
|
(2,362
|
)
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Jason Industries
|
$
|
(74,458
|
)
|
|
$
|
(11,618
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Accretion of preferred stock dividends and redemption premium
|
3,600
|
|
|
1,810
|
|
|
|
—
|
|
|
2,405
|
|
||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(78,058
|
)
|
|
$
|
(13,428
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
|
|||||||||||||
(in thousands, except percentages)
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
June 28, 2014 Through June 29, 2014
|
|
Year Ended December 31, 2014
|
|
Increase/(Decrease)
|
|||||||||||||
|
|
|
|
|
$
|
|
%
|
||||||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
702,486
|
|
|
$
|
5,880
|
|
|
0.8
|
%
|
Adjusted EBITDA
|
81,164
|
|
|
32,449
|
|
|
|
45,399
|
|
|
77,848
|
|
|
3,316
|
|
|
4.3
|
|
|||||
Adjusted EBITDA % of net sales
|
11.5
|
%
|
|
10.0
|
%
|
|
|
12.0
|
%
|
|
11.1
|
%
|
|
40 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
702,486
|
|
|
$
|
680,845
|
|
|
$
|
21,641
|
|
|
3.2
|
%
|
Adjusted EBITDA
|
32,449
|
|
|
|
45,399
|
|
|
77,848
|
|
|
79,770
|
|
|
(1,922
|
)
|
|
(2.4
|
)
|
|||||
Adjusted EBITDA % of net sales
|
10.0
|
%
|
|
|
12.0
|
%
|
|
11.1
|
%
|
|
11.7
|
%
|
|
(60) 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” below for our definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net (loss) income
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
|
Tax (benefit) provision
|
(22,255
|
)
|
|
(7,889
|
)
|
|
|
(573
|
)
|
|
18,247
|
|
||||
Interest expense
|
31,835
|
|
|
16,172
|
|
|
|
7,301
|
|
|
20,716
|
|
||||
Depreciation and amortization
|
45,248
|
|
|
20,375
|
|
|
|
12,852
|
|
|
27,005
|
|
||||
Loss on disposals of fixed assets—net
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
||||
EBITDA
|
(34,664
|
)
|
|
14,735
|
|
|
|
14,963
|
|
|
90,078
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Impairment charges(1)
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Restructuring(2)
|
3,800
|
|
|
1,131
|
|
|
|
2,554
|
|
|
2,950
|
|
||||
Transaction-related expenses(3)
|
886
|
|
|
2,533
|
|
|
|
27,783
|
|
|
1,073
|
|
||||
Integration and other restructuring costs(4)
|
9,047
|
|
|
9,921
|
|
|
|
3,040
|
|
|
1,039
|
|
||||
2013 Refinancing Transactions - Advisory, legal, professional fees and special bonuses(5)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
4,931
|
|
||||
Newcomerstown Fire income, net and related items(6)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(18,834
|
)
|
||||
Adjustment for non-discrete fire costs(7)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1,419
|
)
|
||||
Multiemployer pension plan withdrawal expense gain(8)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(696
|
)
|
||||
Gain on claim settlement(9)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(455
|
)
|
||||
Sponsor fees(10)
|
—
|
|
|
—
|
|
|
|
567
|
|
|
1,103
|
|
||||
Gain from sale of joint ventures(11)
|
—
|
|
|
—
|
|
|
|
(3,508
|
)
|
|
—
|
|
||||
Share-based compensation(12)
|
7,969
|
|
|
4,129
|
|
|
|
—
|
|
|
—
|
|
||||
Total adjustments
|
115,828
|
|
|
17,714
|
|
|
|
30,436
|
|
|
(10,308
|
)
|
||||
Adjusted EBITDA
|
$
|
81,164
|
|
|
$
|
32,449
|
|
|
|
$
|
45,399
|
|
|
$
|
79,770
|
|
(1)
|
Represents non-cash impairment charges of
$58.8 million
, $27.7 million, $6.8 million, and $0.8 million related to impairment of goodwill, customer relationships, trademarks and patents intangible assets, respectively, in the seating segment. See “Factors that Affect Operating Results - Key Events” in this MD&A and
Note 8
“
Goodwill and Other Intangible Assets
” of the accompanying consolidated financial statements for further information.
|
(2)
|
Restructuring includes costs associated with exit or disposal activities as defined by 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. See
Note 5
, “
Restructuring Costs
” of the accompanying consolidated financial statements for further information.
|
(3)
|
Transaction-related expenses primarily consist of professional service fees related to the DRONCO acquisition, the Business Combination and other related transactions, as well as the Company’s acquisition and divestiture activities.
|
(4)
|
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 new acoustics segment facilities in Warrensburg, Missouri and Richmond, Indiana. Such costs are not included in restructuring for GAAP purposes. During 2015, integration and other restructuring costs also includes $5.9 million of severance and expenses related to the transitions of the Company’s CEO and CFO, partially offset by a $0.8 million gain resulting from termination of an unfavorable lease recorded in acquisition accounting for the Business Combination. During the period June 30, 2014 through December 31, 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.
|
(5)
|
Represents professional fees, expenses and special employee bonuses paid in connection with the 2013 Refinancing Transactions. See
Note 9
, “
Debt and Hedging Instruments
” of the accompanying consolidated financial statements for further information regarding the 2013 Refinancing Transactions.
|
(6)
|
Represents the net gain relating to incremental costs, operating inefficiencies, business interruption matters and involuntary conversions of equipment associated with the Newcomerstown Fire. See
Note 18
, “Newcomerstown Fire” of the accompanying consolidated financial statements for further information.
|
(7)
|
Represents the non-discrete operating inefficiencies associated with the Newcomerstown Fire that were incurred in 2012 and recovered from the insurance carrier during 2013.
|
(8)
|
Represents a favorable adjustment to the liability recognized in 2012 associated with the decision to withdraw from a union-sponsored and trusteed multiemployer pension plan at Morton Manufacturing Company (“Morton”), which
|
(9)
|
Represents the elimination of a one-time gain associated with the settlement of a contractual dispute related to the 2011 acquisition of Morton.
|
(10)
|
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 19
, “
Related Party Transactions
” of the accompanying consolidated financial statements for further information.
|
(11)
|
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 4
“
Sale of Joint Ventures
” of the accompanying consolidated financial statements for further information.
|
(12)
|
Represents non-cash share based compensation expense for awards under the Company’s 2014 Omnibus Incentive Plan. During 2015, share based compensation includes $2.9 million of expense due to accelerated vesting of restricted stock units related to the transitions of the Company’s CEO and CFO.
|
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
|
|
|
|||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
176,792
|
|
|
$
|
67,033
|
|
|
|
$
|
104,878
|
|
|
$
|
171,911
|
|
|
$
|
4,881
|
|
|
2.8
|
%
|
Adjusted EBITDA
|
19,766
|
|
|
8,337
|
|
|
|
17,668
|
|
|
26,005
|
|
|
(6,239
|
)
|
|
(24.0
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.2
|
%
|
|
12.4
|
%
|
|
|
16.8
|
%
|
|
15.1
|
%
|
|
(390) bps
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
191,394
|
|
|
$
|
90,895
|
|
|
|
$
|
96,692
|
|
|
$
|
187,587
|
|
|
$
|
3,807
|
|
|
2.0
|
%
|
Adjusted EBITDA
|
25,799
|
|
|
12,542
|
|
|
|
13,732
|
|
|
26,274
|
|
|
(475
|
)
|
|
(1.8
|
)
|
|||||
Adjusted EBITDA % of net sales
|
13.5
|
%
|
|
13.8
|
%
|
|
|
14.2
|
%
|
|
14.0
|
%
|
|
(50) bps
|
|||||||||
Acoustics
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
218,047
|
|
|
$
|
108,807
|
|
|
|
$
|
109,930
|
|
|
$
|
218,737
|
|
|
$
|
(690
|
)
|
|
(0.3
|
)%
|
Adjusted EBITDA
|
27,515
|
|
|
8,912
|
|
|
|
9,676
|
|
|
18,588
|
|
|
8,927
|
|
|
48.0
|
|
|||||
Adjusted EBITDA % of net sales
|
12.6
|
%
|
|
8.2
|
%
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
410 bps
|
|||||||||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
122,133
|
|
|
$
|
58,600
|
|
|
|
$
|
65,651
|
|
|
$
|
124,251
|
|
|
$
|
(2,118
|
)
|
|
(1.7
|
)%
|
Adjusted EBITDA
|
20,943
|
|
|
6,921
|
|
|
|
10,324
|
|
|
17,245
|
|
|
3,698
|
|
|
21.4
|
|
|||||
Adjusted EBITDA % of net sales
|
17.1
|
%
|
|
11.8
|
%
|
|
|
15.7
|
%
|
|
13.9
|
%
|
|
320 bps
|
|||||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
|
$
|
(12,859
|
)
|
|
$
|
(4,263
|
)
|
|
|
$
|
(6,001
|
)
|
|
$
|
(10,264
|
)
|
|
$
|
(2,595
|
)
|
|
(25.3
|
)%
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
702,486
|
|
|
$
|
5,880
|
|
|
0.8
|
%
|
Adjusted EBITDA
|
81,164
|
|
|
32,449
|
|
|
|
45,399
|
|
|
77,848
|
|
|
3,316
|
|
|
4.3
|
|
|||||
Adjusted EBITDA % of net sales
|
11.5
|
%
|
|
10.0
|
%
|
|
|
12.0
|
%
|
|
11.1
|
%
|
|
40 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Seating
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
67,033
|
|
|
|
$
|
104,878
|
|
|
$
|
171,911
|
|
|
$
|
165,245
|
|
|
$
|
6,666
|
|
|
4.0
|
%
|
Adjusted EBITDA
|
8,337
|
|
|
|
17,668
|
|
|
26,005
|
|
|
25,601
|
|
|
404
|
|
|
1.6
|
|
|||||
Adjusted EBITDA % of net sales
|
12.4
|
%
|
|
|
16.8
|
%
|
|
15.1
|
%
|
|
15.5
|
%
|
|
(40) bps
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
90,895
|
|
|
|
$
|
96,692
|
|
|
$
|
187,587
|
|
|
$
|
180,406
|
|
|
$
|
7,181
|
|
|
4.0
|
%
|
Adjusted EBITDA
|
12,542
|
|
|
|
13,732
|
|
|
26,274
|
|
|
17,619
|
|
|
8,655
|
|
|
49.1
|
|
|||||
Adjusted EBITDA % of net sales
|
13.8
|
%
|
|
|
14.2
|
%
|
|
14.0
|
%
|
|
9.8
|
%
|
|
420 bps
|
|||||||||
Acoustics
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
108,807
|
|
|
|
$
|
109,930
|
|
|
$
|
218,737
|
|
|
$
|
204,494
|
|
|
$
|
14,243
|
|
|
7.0
|
%
|
Adjusted EBITDA
|
8,912
|
|
|
|
9,676
|
|
|
18,588
|
|
|
23,426
|
|
|
(4,838
|
)
|
|
(20.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.2
|
%
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
11.5
|
%
|
|
(300) bps
|
|||||||||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
58,600
|
|
|
|
$
|
65,651
|
|
|
$
|
124,251
|
|
|
$
|
130,700
|
|
|
$
|
(6,449
|
)
|
|
(4.9
|
)%
|
Adjusted EBITDA
|
6,921
|
|
|
|
10,324
|
|
|
17,245
|
|
|
22,898
|
|
|
(5,653
|
)
|
|
(24.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.8
|
%
|
|
|
15.7
|
%
|
|
13.9
|
%
|
|
17.5
|
%
|
|
(360) bps
|
|||||||||
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Adjusted EBITDA
|
$
|
(4,263
|
)
|
|
|
$
|
(6,001
|
)
|
|
$
|
(10,264
|
)
|
|
$
|
(9,774
|
)
|
|
$
|
(490
|
)
|
|
(5.0
|
)%
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net sales
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
702,486
|
|
|
$
|
680,845
|
|
|
$
|
21,641
|
|
|
3.2
|
%
|
Adjusted EBITDA
|
32,449
|
|
|
|
45,399
|
|
|
77,848
|
|
|
79,770
|
|
|
(1,922
|
)
|
|
(2.4
|
)
|
|||||
Adjusted EBITDA % of net sales
|
10.0
|
%
|
|
|
12.0
|
%
|
|
11.1
|
%
|
|
11.7
|
%
|
|
(60) bps
|
Seating Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
|
|
|
|||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
176,792
|
|
|
$
|
67,033
|
|
|
|
$
|
104,878
|
|
|
$
|
171,911
|
|
|
$
|
4,881
|
|
|
2.8
|
%
|
Adjusted EBITDA
|
19,766
|
|
|
8,337
|
|
|
|
17,668
|
|
|
26,005
|
|
|
(6,239
|
)
|
|
(24.0
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.2
|
%
|
|
12.4
|
%
|
|
|
16.8
|
%
|
|
15.1
|
%
|
|
(390) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
67,033
|
|
|
|
$
|
104,878
|
|
|
$
|
171,911
|
|
|
$
|
165,245
|
|
|
$
|
6,666
|
|
|
4.0
|
%
|
Adjusted EBITDA
|
8,337
|
|
|
|
17,668
|
|
|
26,005
|
|
|
25,601
|
|
|
404
|
|
|
1.6
|
|
|||||
Adjusted EBITDA % of net sales
|
12.4
|
%
|
|
|
16.8
|
%
|
|
15.1
|
%
|
|
15.5
|
%
|
|
(40) bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
90,895
|
|
|
|
$
|
96,692
|
|
|
$
|
187,587
|
|
|
$
|
180,406
|
|
|
$
|
7,181
|
|
|
4.0
|
%
|
Adjusted EBITDA
|
12,542
|
|
|
|
13,732
|
|
|
26,274
|
|
|
17,619
|
|
|
8,655
|
|
|
49.1
|
|
|||||
Adjusted EBITDA % of net sales
|
13.8
|
%
|
|
|
14.2
|
%
|
|
14.0
|
%
|
|
9.8
|
%
|
|
420 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
108,807
|
|
|
|
$
|
109,930
|
|
|
$
|
218,737
|
|
|
$
|
204,494
|
|
|
$
|
14,243
|
|
|
7.0
|
%
|
Adjusted EBITDA
|
8,912
|
|
|
|
9,676
|
|
|
18,588
|
|
|
23,426
|
|
|
(4,838
|
)
|
|
(20.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
8.2
|
%
|
|
|
8.8
|
%
|
|
8.5
|
%
|
|
11.5
|
%
|
|
(300) bps
|
Components Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Successor
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
|
|
|
|||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
122,133
|
|
|
$
|
58,600
|
|
|
|
$
|
65,651
|
|
|
$
|
124,251
|
|
|
$
|
(2,118
|
)
|
|
(1.7
|
)%
|
Adjusted EBITDA
|
20,943
|
|
|
6,921
|
|
|
|
10,324
|
|
|
17,245
|
|
|
3,698
|
|
|
21.4
|
|
|||||
Adjusted EBITDA % of net sales
|
17.1
|
%
|
|
11.8
|
%
|
|
|
15.7
|
%
|
|
13.9
|
%
|
|
320 bps
|
|
Successor
|
|
|
Predecessor
|
|
Combined
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Increase/(Decrease)
|
|||||||||||||
(in thousands, except percentages)
|
|
|
|
|
|
$
|
|
%
|
|||||||||||||||
Net sales
|
$
|
58,600
|
|
|
|
$
|
65,651
|
|
|
$
|
124,251
|
|
|
$
|
130,700
|
|
|
$
|
(6,449
|
)
|
|
(4.9
|
)%
|
Adjusted EBITDA
|
6,921
|
|
|
|
10,324
|
|
|
17,245
|
|
|
22,898
|
|
|
(5,653
|
)
|
|
(24.7
|
)
|
|||||
Adjusted EBITDA % of net sales
|
11.8
|
%
|
|
|
15.7
|
%
|
|
13.9
|
%
|
|
17.5
|
%
|
|
(360) bps
|
|
Successor
|
||||||||||||||||||
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
Full Year
|
||||||||||
(in thousands, except percentages)
|
2015
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
||||||||||
Net sales
|
$
|
175,836
|
|
|
$
|
187,578
|
|
|
$
|
171,174
|
|
|
$
|
173,778
|
|
|
$
|
708,366
|
|
Gross profit
|
38,947
|
|
|
41,624
|
|
|
35,441
|
|
|
31,278
|
|
|
147,290
|
|
|||||
Net income (loss)
|
(894
|
)
|
|
(865
|
)
|
|
(3,176
|
)
|
|
(84,666
|
)
|
|
(89,601
|
)
|
|||||
Less net (loss) attributable to noncontrolling interests
|
(151
|
)
|
|
(146
|
)
|
|
(537
|
)
|
|
(14,309
|
)
|
|
(15,143
|
)
|
|||||
Net (loss) income attributable to Jason Industries
|
(743
|
)
|
|
(719
|
)
|
|
(2,639
|
)
|
|
(70,357
|
)
|
|
(74,458
|
)
|
|||||
Accretion of preferred stock dividends and redemption premium
|
900
|
|
|
900
|
|
|
900
|
|
|
900
|
|
|
3,600
|
|
|||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(1,643
|
)
|
|
$
|
(1,619
|
)
|
|
$
|
(3,539
|
)
|
|
$
|
(71,257
|
)
|
|
$
|
(78,058
|
)
|
Net (loss) income per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(3.20
|
)
|
|
$
|
(3.53
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
21,991
|
|
|
22,011
|
|
|
22,161
|
|
|
22,289
|
|
|
22,145
|
|
|
Predecessor
|
|
|
Combined
(1)
|
|
Successor
|
|
Combined
(1)
|
||||||||||||
|
1Q
|
|
2Q
|
|
|
3Q
|
|
4Q
|
|
Full Year
|
||||||||||
(in thousands, except percentages)
|
2014
|
|
2014
|
|
|
2014
|
|
2014
|
|
2014
|
||||||||||
Net sales
|
$
|
186,536
|
|
|
$
|
190,615
|
|
|
|
$
|
161,168
|
|
|
$
|
164,167
|
|
|
$
|
702,486
|
|
Gross profit
|
42,044
|
|
|
41,622
|
|
|
|
22,715
|
|
|
31,254
|
|
|
137,635
|
|
|||||
Net income (loss)
|
7,736
|
|
|
5,237
|
|
|
|
(27,717
|
)
|
|
(4,191
|
)
|
|
(18,935
|
)
|
|||||
Less net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
|
(1,654
|
)
|
|
(708
|
)
|
|
(2,362
|
)
|
|||||
Net (loss) income attributable to Jason Industries
|
7,736
|
|
|
5,237
|
|
|
|
(26,063
|
)
|
|
(3,483
|
)
|
|
(16,573
|
)
|
|||||
Accretion of preferred stock dividends and redemption premium
|
—
|
|
|
—
|
|
|
|
910
|
|
|
900
|
|
|
1,810
|
|
|||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
7,736
|
|
|
$
|
5,237
|
|
|
|
$
|
(26,973
|
)
|
|
$
|
(4,383
|
)
|
|
$
|
(18,383
|
)
|
Net (loss) income per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
7,736
|
|
|
$
|
5,237
|
|
|
|
$
|
(17,928
|
)
|
|
$
|
(0.20
|
)
|
|
N/A
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
1
|
|
|
1
|
|
|
|
21,991
|
|
|
21,991
|
|
|
N/A
|
|
|
Successor
|
||||||
(in thousands)
|
December 31, 2015
|
|
December 31, 2014
|
||||
Accounts receivable—net
|
79,088
|
|
|
80,080
|
|
||
Inventories
|
80,432
|
|
|
80,546
|
|
||
Accounts payable
|
(56,838
|
)
|
|
(58,176
|
)
|
||
NOWC
|
$
|
102,682
|
|
|
$
|
102,450
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
(in thousands)
|
|
|
|
|
||||||||||||
Cash flows provided by (used in) operating activities
|
$
|
37,886
|
|
|
$
|
(7,606
|
)
|
|
|
$
|
4,241
|
|
|
$
|
58,078
|
|
Cash flows (used in) provided by investing activities
|
(67,564
|
)
|
|
(505,004
|
)
|
|
|
138
|
|
|
(18,223
|
)
|
||||
Cash flows provided by (used in) financing activities
|
6,354
|
|
|
400,702
|
|
|
|
6,896
|
|
|
(53,242
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(3,011
|
)
|
|
(2,890
|
)
|
|
|
(122
|
)
|
|
148
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(26,335
|
)
|
|
(114,798
|
)
|
|
|
11,153
|
|
|
(13,239
|
)
|
||||
Cash and cash equivalents at beginning of period
|
62,279
|
|
|
177,077
|
|
|
|
16,318
|
|
|
29,557
|
|
||||
Cash and cash equivalents at end of period
|
$
|
35,944
|
|
|
$
|
62,279
|
|
|
|
$
|
27,471
|
|
|
$
|
16,318
|
|
Depreciation and amortization
|
$
|
45,248
|
|
|
$
|
20,375
|
|
|
|
$
|
12,852
|
|
|
$
|
27,005
|
|
Capital expenditures, net of insurance proceeds
|
$
|
32,786
|
|
|
$
|
15,359
|
|
|
|
$
|
10,998
|
|
|
$
|
19,097
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
||||||||||
Long-term debt obligations under U.S. credit agreement
|
|
$
|
416,125
|
|
|
3,100
|
|
|
6,200
|
|
|
6,200
|
|
|
400,625
|
|
||||
Other long-term debt obligations
|
|
29,731
|
|
|
2,661
|
|
|
3,270
|
|
|
2,447
|
|
|
21,353
|
|
|||||
Interest payments on long-term debt obligations
(1)
|
|
5,017
|
|
|
1,562
|
|
|
1,537
|
|
|
1,007
|
|
|
911
|
|
|||||
Capital lease obligations
(2)
|
|
1,577
|
|
|
335
|
|
|
714
|
|
|
528
|
|
|
—
|
|
|||||
Operating lease obligations
(3)
|
|
50,708
|
|
|
7,971
|
|
|
11,432
|
|
|
10,234
|
|
|
21,071
|
|
|||||
Purchase obligations
(4)
|
|
4,669
|
|
|
4,287
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
(5)
|
|
15,079
|
|
|
15,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Multiemployer and UK pension obligations
(6)
|
|
2,433
|
|
|
236
|
|
|
472
|
|
|
472
|
|
|
1,253
|
|
|||||
Total
|
|
$
|
525,339
|
|
|
$
|
35,231
|
|
|
$
|
24,007
|
|
|
$
|
20,888
|
|
|
$
|
445,213
|
|
(1)
|
Amounts represent the expected cash payments of interest expense on long-term debt obligations and were calculated using interest rates in place as of December 31, 2015 and assuming that the underlying debt obligations will be repaid in accordance with their terms.
|
(2)
|
Amounts represent the expected cash payments of capital leases.
|
(3)
|
Operating leases represent the minimum rental commitments under non-cancelable operating leases.
|
(4)
|
The Company routinely issues purchase orders to numerous vendors for inventory and other supplies. These purchase orders are generally cancelable with reasonable notice to the vendor, and as such, are excluded from the obligations table.
|
(5)
|
Other long-term liabilities primarily consist of obligations for uncertain tax positions, pension obligations, postretirement health and other benefits, insurance accruals and other accruals. Other than payments required with respect to the former Morton multiemployer pension plan and a pension plan in the UK (see Note (7) below), the Company is unable to determine the ultimate timing of these liabilities and, therefore, no payment amounts were included in the contractual obligations table.
|
(6)
|
Represent contributions required with respect to the former Morton multiemployer pension plan as a result of the withdrawal from the plan and required contributions to the pension plan in the UK.
|
Intangible Assets
|
|
|
Goodwill
|
|
No amortization
|
Patents
|
|
Amortized over 7 years
|
Customer relationships
|
|
Amortized over 10 to 15 years
|
Trademarks and other intangible assets
|
|
Amortized over 5 to 18 years
|
|
|
|
Tangible Assets
|
|
|
Land
|
|
No depreciation
|
Land improvements
|
|
Depreciated over 20 years
|
Buildings and improvements
|
|
Depreciated over 2 to 40 years
|
Machinery and equipment
|
|
Depreciated over 2 to 10 years
|
•
|
Discount Rate:
The Company’s discount rate assumptions are based on the interest rate of high-quality corporate bonds, with appropriate consideration of our plans’ participants’ demographics and benefit payment terms.
|
•
|
Expected Return on Plan Assets:
The Company’s expected return on plan assets assumptions are based on our expectation of the long-term average rate of return on assets in the pension funds, which is reflective of the current and projected asset mix of the funds and considers the historical returns earned on the funds.
|
•
|
Compensation Increase:
The Company’s compensation increase assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation.
|
•
|
Retirement and Mortality Rates:
The Company’s retirement and mortality rate assumptions are based primarily on actual plan experience and mortality tables.
|
•
|
Health Care Cost Trend Rates:
The Company’s health care cost trend rate assumptions are based primarily on actual plan experience and mortality inflation.
|
Index to Consolidated Financial Statements
|
|
|
As of December 31, 2015 (Successor) and 2014 (Successor) and for the year ended December 31, 2015, and for the periods June 30, 2014 through December 31, 2014 (Successor), and January 1, 2014 through June 29, 2014 (Predecessor), and the year ended December 31, 2013 (Predecessor)
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Index to Financial Statement Schedules
|
|
|
|
Jason Industries, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net sales
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
Cost of goods sold
|
561,076
|
|
|
270,676
|
|
|
|
294,175
|
|
|
527,371
|
|
||||
Gross profit
|
147,290
|
|
|
54,659
|
|
|
|
82,976
|
|
|
153,474
|
|
||||
Selling and administrative expenses
|
129,371
|
|
|
57,183
|
|
|
|
54,974
|
|
|
108,889
|
|
||||
Newcomerstown fire gain - net
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(12,483
|
)
|
||||
Impairment charges
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Loss on disposals of property, plant and equipment - net
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
||||
Restructuring
|
3,800
|
|
|
1,131
|
|
|
|
2,554
|
|
|
2,950
|
|
||||
Transaction-related expenses
|
886
|
|
|
2,533
|
|
|
|
27,783
|
|
|
1,073
|
|
||||
Multiemployer pension plan withdrawal gain
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(696
|
)
|
||||
Operating (loss) income
|
(81,002
|
)
|
|
(6,245
|
)
|
|
|
(2,673
|
)
|
|
53,719
|
|
||||
Interest expense
|
(31,835
|
)
|
|
(16,172
|
)
|
|
|
(7,301
|
)
|
|
(20,716
|
)
|
||||
Equity income
|
884
|
|
|
381
|
|
|
|
831
|
|
|
2,345
|
|
||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
3,508
|
|
|
—
|
|
||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,351
|
|
||||
Other income - net
|
97
|
|
|
167
|
|
|
|
107
|
|
|
636
|
|
||||
(Loss) income before income taxes
|
(111,856
|
)
|
|
(21,869
|
)
|
|
|
(5,528
|
)
|
|
42,335
|
|
||||
Tax (benefit) provision
|
(22,255
|
)
|
|
(7,889
|
)
|
|
|
(573
|
)
|
|
18,247
|
|
||||
Net (loss) income
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Less net loss attributable to noncontrolling interests
|
(15,143
|
)
|
|
(2,362
|
)
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income attributable to Jason Industries
|
$
|
(74,458
|
)
|
|
$
|
(11,618
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Accretion of preferred stock dividends and redemption premium
|
3,600
|
|
|
1,810
|
|
|
|
—
|
|
|
2,405
|
|
||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(78,058
|
)
|
|
$
|
(13,428
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(3.53
|
)
|
|
$
|
(0.61
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
22,145
|
|
|
21,991
|
|
|
|
1
|
|
|
1
|
|
||||
Cash dividends paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
43,055
|
|
Jason Industries, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net (loss) income
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Employee retirement plan adjustments, net of tax $18, ($706), ($105), and $643, respectively
|
461
|
|
|
(1,726
|
)
|
|
|
(687
|
)
|
|
1,002
|
|
||||
Cumulative foreign currency translation adjustments associated with joint ventures sold
|
—
|
|
|
—
|
|
|
|
(591
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(11,560
|
)
|
|
(12,792
|
)
|
|
|
(465
|
)
|
|
1,731
|
|
||||
Net change in unrealized gains on cash flow hedges, net of tax expense of ($126)
|
(202
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total other comprehensive (loss) income
|
(11,301
|
)
|
|
(14,518
|
)
|
|
|
(1,743
|
)
|
|
2,733
|
|
||||
Comprehensive (loss) income
|
(100,902
|
)
|
|
(28,498
|
)
|
|
|
(6,698
|
)
|
|
26,821
|
|
||||
Less: Comprehensive loss attributable to noncontrolling interests
|
(17,053
|
)
|
|
(4,815
|
)
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive (loss) income attributable to Jason Industries
|
$
|
(83,849
|
)
|
|
$
|
(23,683
|
)
|
|
|
$
|
(6,698
|
)
|
|
$
|
26,821
|
|
Jason Industries, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
|
|||||||
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,944
|
|
|
$
|
62,279
|
|
Accounts receivable - net of allowances for doubtful accounts of $2,524 and $2,415 at 2015 and 2014, respectively
|
79,088
|
|
|
80,080
|
|
||
Inventories - net
|
80,432
|
|
|
80,546
|
|
||
Other current assets
|
30,903
|
|
|
23,087
|
|
||
Total current assets
|
226,367
|
|
|
245,992
|
|
||
Property, plant and equipment - net
|
196,150
|
|
|
176,478
|
|
||
Goodwill
|
106,170
|
|
|
156,798
|
|
||
Other intangible assets - net
|
157,915
|
|
|
198,683
|
|
||
Other assets - net
|
19,577
|
|
|
21,453
|
|
||
Total assets
|
$
|
706,179
|
|
|
$
|
799,404
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
6,186
|
|
|
$
|
5,375
|
|
Accounts payable
|
56,838
|
|
|
58,176
|
|
||
Accrued compensation and employee benefits
|
18,750
|
|
|
14,035
|
|
||
Accrued interest
|
75
|
|
|
199
|
|
||
Other current liabilities
|
28,733
|
|
|
21,471
|
|
||
Total current liabilities
|
110,582
|
|
|
99,256
|
|
||
Long-term debt
|
435,237
|
|
|
415,306
|
|
||
Deferred income taxes
|
57,247
|
|
|
81,021
|
|
||
Other long-term liabilities
|
18,119
|
|
|
21,146
|
|
||
Total liabilities
|
621,185
|
|
|
616,729
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
||||
Equity
|
|
|
|
||||
Preferred stock, $0.0001 par value
(5,000,000 shares authorized, 45,000 shares issued and outstanding at December 31, 2015 and December 31, 2014) |
$
|
45,000
|
|
|
$
|
45,000
|
|
Jason Industries (Successor) common stock, $0.0001 par value
(120,000,000 shares authorized, 22,295,003 shares issued and outstanding at December 31, 2015 and 21,990,666 shares issued and outstanding at December 31, 2014) |
2
|
|
|
2
|
|
||
Additional paid-in capital
|
143,533
|
|
|
140,312
|
|
||
Retained deficit
|
(95,997
|
)
|
|
(21,539
|
)
|
||
Accumulated other comprehensive loss
|
(21,456
|
)
|
|
(12,065
|
)
|
||
Shareholders' equity attributable to Jason Industries
|
71,082
|
|
|
151,710
|
|
||
Noncontrolling interests
|
13,912
|
|
|
30,965
|
|
||
Total equity
|
84,994
|
|
|
182,675
|
|
||
Total liabilities and equity
|
$
|
706,179
|
|
|
$
|
799,404
|
|
Jason Industries, Inc.
Consolidated Statements of Cash Flows
(In thousands)
|
||||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
31,160
|
|
|
13,180
|
|
|
|
10,125
|
|
|
21,581
|
|
||||
Amortization of intangible assets
|
14,088
|
|
|
7,195
|
|
|
|
2,727
|
|
|
5,424
|
|
||||
Amortization of deferred financing costs and debt discount
|
3,008
|
|
|
1,508
|
|
|
|
426
|
|
|
935
|
|
||||
Write-off of deferred financing costs due to debt extinguishment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,423
|
|
||||
Multiemployer pension plan withdrawal gain
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(696
|
)
|
||||
Impairment charges
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Equity income, net of dividends
|
(884
|
)
|
|
(381
|
)
|
|
|
(831
|
)
|
|
(1,345
|
)
|
||||
Deferred income taxes
|
(28,223
|
)
|
|
(9,784
|
)
|
|
|
(5,156
|
)
|
|
4,597
|
|
||||
Loss on disposals of property, plant and equipment - net
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
(3,508
|
)
|
|
—
|
|
||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(6,351
|
)
|
||||
Non-cash stock compensation
|
7,969
|
|
|
4,129
|
|
|
|
7,661
|
|
|
195
|
|
||||
Net increase (decrease) in cash due to changes in:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
1,954
|
|
|
15,015
|
|
|
|
(20,632
|
)
|
|
(6,628
|
)
|
||||
Inventories
|
5,034
|
|
|
556
|
|
|
|
(5,602
|
)
|
|
333
|
|
||||
Insurance receivable
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2,634
|
|
||||
Other current assets
|
(3,820
|
)
|
|
(5,067
|
)
|
|
|
(1,860
|
)
|
|
504
|
|
||||
Accounts payable
|
(1,473
|
)
|
|
(7,332
|
)
|
|
|
7,266
|
|
|
2,499
|
|
||||
Accrued compensation and employee benefits
|
4,169
|
|
|
(6,428
|
)
|
|
|
5,535
|
|
|
451
|
|
||||
Accrued interest
|
(121
|
)
|
|
127
|
|
|
|
(2,634
|
)
|
|
2,849
|
|
||||
Accrued transaction costs
|
—
|
|
|
(9,821
|
)
|
|
|
16,807
|
|
|
—
|
|
||||
Other - net
|
391
|
|
|
3,420
|
|
|
|
(1,466
|
)
|
|
5,563
|
|
||||
Total adjustments
|
127,487
|
|
|
6,374
|
|
|
|
9,196
|
|
|
33,990
|
|
||||
Net cash provided by (used in) operating activities
|
37,886
|
|
|
(7,606
|
)
|
|
|
4,241
|
|
|
58,078
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of Jason, net of cash acquired
|
—
|
|
|
(489,169
|
)
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from disposals of property, plant and equipment
|
232
|
|
|
89
|
|
|
|
159
|
|
|
1,035
|
|
||||
Proceeds from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
11,500
|
|
|
—
|
|
||||
Insurance proceeds related to property, plant and equipment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,512
|
|
||||
Payments for property, plant and equipment
|
(32,786
|
)
|
|
(15,359
|
)
|
|
|
(10,998
|
)
|
|
(25,609
|
)
|
||||
Acquisitions of business, net of cash acquired
|
(34,763
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Acquisitions of patents
|
(247
|
)
|
|
(121
|
)
|
|
|
(33
|
)
|
|
(161
|
)
|
||||
Other investing activities
|
—
|
|
|
(444
|
)
|
|
|
(490
|
)
|
|
—
|
|
||||
Net cash (used in) provided by investing activities
|
(67,564
|
)
|
|
(505,004
|
)
|
|
|
138
|
|
|
(18,223
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
||||||||
Payment of capitalized debt issuance costs
|
—
|
|
|
$
|
(13,104
|
)
|
|
|
$
|
(444
|
)
|
|
$
|
(3,995
|
)
|
|
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
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(178,534
|
)
|
||||
Proceeds from 2013 U.S. term loan
|
—
|
|
|
—
|
|
|
|
—
|
|
|
235,000
|
|
||||
Payments of 2013 U.S. term loan
|
—
|
|
|
—
|
|
|
|
(1,175
|
)
|
|
(5,563
|
)
|
||||
Proceeds from First Lien and Second Lien term loans
|
—
|
|
|
412,477
|
|
|
|
—
|
|
|
—
|
|
||||
Payments of First Lien term loan
|
(3,100
|
)
|
|
(775
|
)
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from U.S. revolving loans
|
—
|
|
|
—
|
|
|
|
64,725
|
|
|
27,690
|
|
||||
Payments of U.S. revolving loans
|
—
|
|
|
—
|
|
|
|
(53,725
|
)
|
|
(27,690
|
)
|
||||
Proceeds from other long-term debt
|
19,282
|
|
|
3,043
|
|
|
|
1,383
|
|
|
3,202
|
|
||||
Payments of other long-term debt
|
(6,228
|
)
|
|
(4,644
|
)
|
|
|
(3,868
|
)
|
|
(11,882
|
)
|
||||
Payments of preferred stock redemptions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(48,415
|
)
|
||||
Payments of preferred stock dividends
|
(3,600
|
)
|
|
(910
|
)
|
|
|
—
|
|
|
—
|
|
||||
Payments of common stock dividends
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(43,055
|
)
|
||||
Net cash provided by (used in) financing activities
|
6,354
|
|
|
400,702
|
|
|
|
6,896
|
|
|
(53,242
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(3,011
|
)
|
|
(2,890
|
)
|
|
|
(122
|
)
|
|
148
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(26,335
|
)
|
|
(114,798
|
)
|
|
|
11,153
|
|
|
(13,239
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents, beginning of period
|
62,279
|
|
|
177,077
|
|
|
|
16,318
|
|
|
29,557
|
|
||||
Cash and cash equivalents, end of period
|
$
|
35,944
|
|
|
$
|
62,279
|
|
|
|
$
|
27,471
|
|
|
$
|
16,318
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
||||||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
||||||||
Interest
|
$
|
28,969
|
|
|
$
|
15,399
|
|
|
|
$
|
9,994
|
|
|
$
|
10,681
|
|
Income taxes, net of refunds
|
$
|
4,349
|
|
|
$
|
2,682
|
|
|
|
$
|
5,038
|
|
|
$
|
10,056
|
|
Non-cash investing activities
|
|
|
|
|
|
|
|
|
||||||||
Accrued purchases of property, plant and equipment
|
$
|
1,765
|
|
|
$
|
1,750
|
|
|
|
$
|
810
|
|
|
$
|
886
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Accretion of preferred stock dividends and redemption premium
|
$
|
900
|
|
|
$
|
900
|
|
|
|
$
|
—
|
|
|
$
|
2,405
|
|
Noncontrolling interest contribution of Jason Partners Holdings, Inc. to JPHI Holdings, Inc.
|
$
|
—
|
|
|
$
|
35,780
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
Summary of Significant Accounting Policies
|
•
|
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.
|
2.
|
Consummation of Business Combination
|
|
Calculation of
Purchase Price |
||
Cash consideration
|
$
|
500,218
|
|
Management rollover equity
|
35,780
|
|
|
Total purchase price
|
$
|
535,998
|
|
|
Purchase
Price Allocation
(1)
|
||
Cash and cash equivalents
|
$
|
11,049
|
|
Accounts receivable
|
97,693
|
|
|
Inventories
|
83,538
|
|
|
Deferred income taxes - current (net)
|
8,095
|
|
|
Other current assets
|
18,973
|
|
|
Property, plant and equipment
|
179,871
|
|
|
Goodwill
|
158,955
|
|
|
Other intangible assets - net
|
208,450
|
|
|
Other assets - net
|
8,469
|
|
|
Current liabilities
|
(111,623
|
)
|
|
Deferred income taxes (net)
|
(97,266
|
)
|
|
Debt
|
(11,277
|
)
|
|
Other long-term liabilities
|
(18,929
|
)
|
|
Total purchase price
|
$
|
535,998
|
|
|
Gross Carrying Amount
|
|
Weighted Average Useful Life (years)
|
||
Patents
|
$
|
2,720
|
|
|
7.0
|
Customer relationships
|
140,450
|
|
|
14.4
|
|
Trademarks and other intangibles
|
65,280
|
|
|
15.0
|
|
Total amortized other intangible assets
|
$
|
208,450
|
|
|
|
3.
|
Acquisitions
|
|
Preliminary Purchase Price Allocation
|
||
Cash and cash equivalents
|
$
|
524
|
|
Accounts receivable
|
3,430
|
|
|
Inventories - net
|
7,156
|
|
|
Other current assets
|
1,495
|
|
|
Property, plant and equipment
|
23,931
|
|
|
Goodwill
|
10,458
|
|
|
Other intangible assets - net
|
9,285
|
|
|
Other assets - net
|
42
|
|
|
Current liabilities
|
(4,435
|
)
|
|
Deferred income taxes (net)
|
(5,765
|
)
|
|
Other long-term liabilities
|
(152
|
)
|
|
Total purchase price
|
$
|
45,969
|
|
|
Gross Carrying Amount
|
|
Weighted Average Useful Life (years)
|
||
Customer relationships
|
$
|
6,130
|
|
|
15
|
Tradenames
|
3,155
|
|
|
15
|
|
|
$
|
9,285
|
|
|
|
4.
|
Sale of Joint Ventures
|
5.
|
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
|
829
|
|
|
—
|
|
|
302
|
|
|
1,131
|
|
||||
Cash payments
|
(1,394
|
)
|
|
(289
|
)
|
|
(665
|
)
|
|
(2,348
|
)
|
||||
Balance - December 31, 2014, Successor
|
88
|
|
|
1,056
|
|
|
97
|
|
|
1,241
|
|
||||
Current period restructuring charges
|
1,570
|
|
|
1,173
|
|
|
1,057
|
|
|
3,800
|
|
||||
Cash payments
|
(1,064
|
)
|
|
(1,191
|
)
|
|
(961
|
)
|
|
(3,216
|
)
|
||||
Non-cash charges and other
|
—
|
|
|
—
|
|
|
(193
|
)
|
|
(193
|
)
|
||||
Balance - December 31, 2015, Successor
|
$
|
594
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
6.
|
Inventories
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Raw material
|
$
|
40,310
|
|
|
$
|
42,803
|
|
Work-in-process
|
4,809
|
|
|
5,572
|
|
||
Finished goods
|
35,313
|
|
|
32,171
|
|
||
Total Inventories
|
$
|
80,432
|
|
|
$
|
80,546
|
|
7.
|
Property, Plant and Equipment
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Land and improvements
|
$
|
10,908
|
|
|
$
|
10,645
|
|
Buildings and improvements
|
41,082
|
|
|
37,411
|
|
||
Machinery and equipment
|
164,843
|
|
|
129,054
|
|
||
Construction-in-progress
|
23,571
|
|
|
12,288
|
|
||
|
240,404
|
|
|
189,398
|
|
||
Less: Accumulated depreciation
|
(44,254
|
)
|
|
(12,920
|
)
|
||
Property, Plant and Equipment, net
|
$
|
196,150
|
|
|
$
|
176,478
|
|
8.
|
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
(1)
|
58,831
|
|
|
36,613
|
|
|
30,667
|
|
|
33,183
|
|
|
159,294
|
|
|||||
Foreign currency impact
|
—
|
|
|
(2,005
|
)
|
|
(491
|
)
|
|
—
|
|
|
(2,496
|
)
|
|||||
Balance as of December 31, 2014 (Successor)
|
$
|
58,831
|
|
|
$
|
34,608
|
|
|
$
|
30,176
|
|
|
$
|
33,183
|
|
|
$
|
156,798
|
|
Acquisition of businesses
|
—
|
|
|
10,506
|
|
|
—
|
|
|
—
|
|
|
10,506
|
|
|||||
Goodwill impairment
|
(58,831
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58,831
|
)
|
|||||
Foreign currency impact
|
—
|
|
|
(1,885
|
)
|
|
(418
|
)
|
|
—
|
|
|
(2,303
|
)
|
|||||
Balance as of December 31, 2015 (Successor)
|
$
|
—
|
|
|
$
|
43,229
|
|
|
$
|
29,758
|
|
|
$
|
33,183
|
|
|
$
|
106,170
|
|
|
Successor
|
||||||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Patents
|
$
|
1,800
|
|
|
$
|
(62
|
)
|
|
$
|
1,738
|
|
|
$
|
2,841
|
|
|
$
|
(200
|
)
|
|
$
|
2,641
|
|
Customer relationships
|
110,722
|
|
|
(8,745
|
)
|
|
101,977
|
|
|
138,864
|
|
|
(4,846
|
)
|
|
134,018
|
|
||||||
Trademarks and other intangibles
|
58,962
|
|
|
(4,762
|
)
|
|
54,200
|
|
|
64,162
|
|
|
(2,138
|
)
|
|
62,024
|
|
||||||
Total amortized other intangible assets
|
$
|
171,484
|
|
|
$
|
(13,569
|
)
|
|
$
|
157,915
|
|
|
$
|
205,867
|
|
|
$
|
(7,184
|
)
|
|
$
|
198,683
|
|
2016
|
$
|
12,556
|
|
2017
|
12,435
|
|
|
2018
|
12,408
|
|
|
2019
|
12,328
|
|
|
2020
|
12,248
|
|
|
Thereafter
|
95,940
|
|
|
|
$
|
157,915
|
|
9.
|
Debt and Hedging Instruments
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
First Lien Term Loans
|
$
|
306,125
|
|
|
$
|
309,225
|
|
Debt discount on First Lien Term Loans
|
(2,994
|
)
|
|
(3,538
|
)
|
||
Second Lien Term Loans
|
110,000
|
|
|
110,000
|
|
||
Debt discount on Second Lien Term Loans
|
(3,016
|
)
|
|
(3,480
|
)
|
||
Foreign debt
|
29,731
|
|
|
6,515
|
|
||
Capital lease obligations
|
1,577
|
|
|
1,959
|
|
||
Total outstanding indebtedness
|
441,423
|
|
|
420,681
|
|
||
Less: Current portion
|
(6,186
|
)
|
|
(5,375
|
)
|
||
Total long-term debt
|
$
|
435,237
|
|
|
$
|
415,306
|
|
2016
|
|
$
|
6,186
|
|
2017
|
|
5,858
|
|
|
2018
|
|
6,156
|
|
|
2019
|
|
11,584
|
|
|
2020
|
|
5,714
|
|
|
Thereafter
|
|
411,935
|
|
|
Total future annual maturities of long term debt outstanding
|
|
447,433
|
|
|
Less: Debt discounts
|
|
(6,010
|
)
|
|
Total long-term debt
|
|
$
|
441,423
|
|
10.
|
Lease Obligations
|
2016
|
|
$
|
7,971
|
|
2017
|
|
6,059
|
|
|
2018
|
|
5,374
|
|
|
2019
|
|
5,174
|
|
|
2020
|
|
5,059
|
|
|
Thereafter
|
|
21,071
|
|
|
|
|
$
|
50,708
|
|
11.
|
Shareholders' Equity
|
|
Employee
retirement plan
adjustments
|
|
Foreign currency
translation
adjustments
|
|
Net unrealized gains (losses)on cash flow hedges
|
|
Total
|
||||||||
Balance at December 31, 2013, Predecessor
|
$
|
(156
|
)
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
474
|
|
Other comprehensive loss before reclassifications
|
(792
|
)
|
|
(465
|
)
|
|
—
|
|
|
(1,257
|
)
|
||||
Amount reclassified from accumulated other comprehensive income
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
||||
Cumulative foreign currency translation adjustments associated with joint ventures sold
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
(591
|
)
|
||||
Balance at June 29, 2014, Predecessor
|
(843
|
)
|
|
(426
|
)
|
|
—
|
|
|
(1,269
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Elimination of predecessor accumulated other comprehensive income
|
843
|
|
|
426
|
|
|
—
|
|
|
1,269
|
|
||||
Other comprehensive loss before reclassifications
|
(1,434
|
)
|
|
(10,631
|
)
|
|
—
|
|
|
(12,065
|
)
|
||||
Balance at December 31, 2014, Successor
|
(1,434
|
)
|
|
(10,631
|
)
|
|
—
|
|
|
(12,065
|
)
|
||||
Other comprehensive loss before reclassifications
|
398
|
|
|
(9,606
|
)
|
|
(273
|
)
|
|
(9,481
|
)
|
||||
Amount reclassified from accumulated other comprehensive income
|
(15
|
)
|
|
—
|
|
|
105
|
|
|
90
|
|
||||
Balance at December 31, 2015, Successor
|
$
|
(1,051
|
)
|
|
$
|
(20,237
|
)
|
|
$
|
(168
|
)
|
|
$
|
(21,456
|
)
|
12.
|
Share Based Compensation
|
|
Successor
|
||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
||||
|
|
||||||
Compensation Expense:
|
|
|
|
||||
Restricted Stock Units
|
$
|
2,689
|
|
|
$
|
1,570
|
|
Adjusted EBITDA Vesting Awards
|
899
|
|
|
1,416
|
|
||
Stock Price Vesting Awards
|
1,319
|
|
|
1,140
|
|
||
|
4,907
|
|
|
4,126
|
|
||
Impact of accelerated vesting
(1)
|
3,062
|
|
|
—
|
|
||
Total share-based compensation expense
|
$
|
7,969
|
|
|
$
|
4,126
|
|
|
|
|
|
||||
Total income tax benefit recognized
|
$
|
3,041
|
|
|
$
|
1,348
|
|
|
Successor
|
||||||||||||
|
For the Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Nonvested balance - beginning
|
762
|
|
|
$
|
10.50
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
216
|
|
|
6.39
|
|
|
762
|
|
|
10.50
|
|
||
Vested
|
(515
|
)
|
|
10.49
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(62
|
)
|
|
7.84
|
|
|
—
|
|
|
—
|
|
||
Nonvested balance - end
|
401
|
|
|
$
|
8.70
|
|
|
762
|
|
|
$
|
10.50
|
|
|
Successor
|
||||||||||||
|
For the Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Nonvested balance - beginning
|
1,216
|
|
|
$
|
10.49
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
142
|
|
|
6.33
|
|
|
1,216
|
|
|
10.49
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(487
|
)
|
|
10.49
|
|
|
—
|
|
|
—
|
|
||
Nonvested balance - end
|
871
|
|
|
$
|
9.81
|
|
|
1,216
|
|
|
$
|
10.49
|
|
|
Successor
|
||||||||||||
|
For the Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Nonvested balance - beginning
|
810
|
|
|
$
|
3.54
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
95
|
|
|
1.08
|
|
|
810
|
|
|
3.54
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(27
|
)
|
|
3.54
|
|
|
—
|
|
|
—
|
|
||
Nonvested balance - end
|
878
|
|
|
$
|
3.27
|
|
|
810
|
|
|
$
|
3.54
|
|
|
Successor
|
||||
|
For the Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
||
Risk-free interest rate
|
0.24% - 1.33%
|
|
|
0.88%
|
|
Weighted average volatility
|
27
|
%
|
|
17
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
13.
|
Earnings per Share
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net (loss) income per share available to Jason Industries common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted income (loss) per share
|
$
|
(3.53
|
)
|
|
$
|
(0.61
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(78,058
|
)
|
|
$
|
(13,428
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted-average shares outstanding
|
22,145
|
|
|
21,991
|
|
|
|
1
|
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of anti-dilutive shares excluded from denominator:
|
|
|
|
|
|
|
|
|
||||||||
Warrants to purchase Jason Industries common stock
|
13,994
|
|
|
13,994
|
|
|
|
—
|
|
|
—
|
|
||||
Conversion of Series A 8% Perpetual Convertible Preferred
|
3,653
|
|
|
3,653
|
|
|
|
—
|
|
|
—
|
|
||||
Conversion of JPHI Rollover Shares convertible to Jason Industries common stock
|
3,486
|
|
|
3,486
|
|
|
|
—
|
|
|
—
|
|
||||
Restricted stock units
|
589
|
|
|
762
|
|
|
|
—
|
|
|
—
|
|
||||
Performance share units
|
1,540
|
|
|
2,026
|
|
|
|
—
|
|
|
—
|
|
||||
Total
|
23,262
|
|
|
23,921
|
|
|
|
—
|
|
|
—
|
|
14.
|
Income Taxes
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Domestic
|
$
|
(126,334
|
)
|
|
$
|
(26,273
|
)
|
|
|
$
|
(19,647
|
)
|
|
$
|
32,404
|
|
Foreign
|
14,478
|
|
|
4,404
|
|
|
|
14,119
|
|
|
9,931
|
|
||||
(Loss) income before income taxes
|
$
|
(111,856
|
)
|
|
$
|
(21,869
|
)
|
|
|
$
|
(5,528
|
)
|
|
$
|
42,335
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Current
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
161
|
|
|
$
|
(469
|
)
|
|
|
$
|
1,157
|
|
|
$
|
9,541
|
|
State
|
104
|
|
|
103
|
|
|
|
102
|
|
|
936
|
|
||||
Foreign
|
5,703
|
|
|
2,261
|
|
|
|
3,278
|
|
|
3,173
|
|
||||
Total current income tax provision
|
5,968
|
|
|
1,895
|
|
|
|
4,537
|
|
|
13,650
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Deferred
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
(24,548
|
)
|
|
(8,023
|
)
|
|
|
(4,618
|
)
|
|
2,963
|
|
||||
State
|
(3,196
|
)
|
|
(1,584
|
)
|
|
|
(598
|
)
|
|
487
|
|
||||
Foreign
|
(479
|
)
|
|
(177
|
)
|
|
|
106
|
|
|
1,147
|
|
||||
Total deferred income tax (benefit) provision
|
(28,223
|
)
|
|
(9,784
|
)
|
|
|
(5,110
|
)
|
|
4,597
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total income tax (benefit) provision
|
$
|
(22,255
|
)
|
|
$
|
(7,889
|
)
|
|
|
$
|
(573
|
)
|
|
$
|
18,247
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||
|
|
|
|
|
||||||||
Tax at Federal statutory rate of 35%
|
35.0
|
%
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes - net of Federal benefit
|
2.7
|
|
|
3.9
|
|
|
|
8.0
|
|
|
2.3
|
|
Research and development incentives
|
0.4
|
|
|
1.5
|
|
|
|
2.1
|
|
|
(2.4
|
)
|
Manufacturer's deduction
|
—
|
|
|
—
|
|
|
|
(0.8
|
)
|
|
(1.8
|
)
|
Foreign rate differential
|
0.8
|
|
|
1.2
|
|
|
|
23.3
|
|
|
(0.9
|
)
|
Non-deductible transaction costs
|
—
|
|
|
—
|
|
|
|
(45.3
|
)
|
|
—
|
|
Valuation allowances
|
0.2
|
|
|
0.8
|
|
|
|
(8.5
|
)
|
|
(1.2
|
)
|
Tax rate change
|
(1.0
|
)
|
|
0.4
|
|
|
|
(1.5
|
)
|
|
1.6
|
|
Decrease (increase) in tax reserves
|
(0.2
|
)
|
|
(2.0
|
)
|
|
|
19.0
|
|
|
2.8
|
|
Stock compensation expense
|
(0.7
|
)
|
|
(0.9
|
)
|
|
|
(7.6
|
)
|
|
0.2
|
|
U.S. taxation of foreign earnings (1)
|
(0.5
|
)
|
|
—
|
|
|
|
(11.9
|
)
|
|
5.2
|
|
Non-deductible meals and entertainment
|
(0.1
|
)
|
|
(0.4
|
)
|
|
|
(0.7
|
)
|
|
0.3
|
|
Non-deductible impairment charges (2)
|
(16.2
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Other
|
(0.5
|
)
|
|
(3.4
|
)
|
|
|
(0.7
|
)
|
|
2.0
|
|
Effective tax rate
|
19.9
|
%
|
|
36.1
|
%
|
|
|
10.4
|
%
|
|
43.1
|
%
|
(1)
|
During the year ended December 31, 2013, the U.S. taxation of foreign earnings includes the recognition of a deferred tax liability for foreign earnings that are no longer considered permanently reinvested.
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
2,692
|
|
|
$
|
3,186
|
|
Postretirement and postemployment benefits
|
3,031
|
|
|
3,498
|
|
||
Employee benefits
|
7,373
|
|
|
5,076
|
|
||
Inventories
|
2,826
|
|
|
2,644
|
|
||
Other assets (1)
|
2,647
|
|
|
2,027
|
|
||
Operating loss and credit carryforwards
|
12,219
|
|
|
10,121
|
|
||
Gross deferred tax assets
|
30,788
|
|
|
26,552
|
|
||
Less valuation allowance
|
(3,703
|
)
|
|
(3,898
|
)
|
||
Deferred tax assets
|
27,085
|
|
|
22,654
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(32,551
|
)
|
|
(33,978
|
)
|
||
Intangible assets and other liabilities
|
(51,374
|
)
|
|
(68,937
|
)
|
||
Foreign investments
|
(259
|
)
|
|
(229
|
)
|
||
Deferred tax liabilities
|
(84,184
|
)
|
|
(103,144
|
)
|
||
Net deferred tax liability
|
$
|
(57,099
|
)
|
|
$
|
(80,490
|
)
|
|
|
|
|
||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
||||
Other assets - net
|
$
|
430
|
|
|
$
|
531
|
|
Deferred income taxes
|
(57,529
|
)
|
|
(81,021
|
)
|
||
Net amount recognized
|
$
|
(57,099
|
)
|
|
$
|
(80,490
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Balance at beginning of period
|
$
|
2,743
|
|
|
$
|
2,020
|
|
|
|
$
|
3,691
|
|
|
$
|
2,556
|
|
(Reductions) additions based on tax positions related to current year
|
(28
|
)
|
|
357
|
|
|
|
204
|
|
|
1,230
|
|
||||
Additions based on tax positions related to prior years
|
55
|
|
|
—
|
|
|
|
271
|
|
|
29
|
|
||||
Additions recognized in acquisition accounting
|
323
|
|
|
508
|
|
|
|
—
|
|
|
—
|
|
||||
Reductions in tax positions - settlements
|
(111
|
)
|
|
(106
|
)
|
|
|
(1,684
|
)
|
|
—
|
|
||||
Reductions related to lapses of statute of limitations
|
(54
|
)
|
|
(36
|
)
|
|
|
(462
|
)
|
|
(124
|
)
|
||||
Balance at end of period
|
$
|
2,928
|
|
|
$
|
2,743
|
|
|
|
$
|
2,020
|
|
|
$
|
3,691
|
|
Tax Jurisdiction
|
|
Open Tax Years
|
Brazil
|
|
2011 - 2015
|
France
|
|
2011 - 2015
|
Germany
|
|
2012 - 2015
|
Mexico
|
|
2010 - 2015
|
Sweden
|
|
2011 - 2015
|
United Kingdom
|
|
2013 - 2015
|
United States (federal)
|
|
2012 - 2015
|
United States (state and local)
|
|
2011 - 2015
|
15.
|
Employee Benefit Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014 Through June 29, 2014
|
||||||||||||
Accumulated benefit obligation
|
$
|
10,824
|
|
|
$
|
11,508
|
|
|
|
$
|
10,814
|
|
|
$
|
12,988
|
|
|
$
|
14,548
|
|
|
|
$
|
14,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at beginning of year
|
$
|
11,508
|
|
|
$
|
10,814
|
|
|
|
$
|
10,324
|
|
|
$
|
14,548
|
|
|
$
|
14,710
|
|
|
|
$
|
13,662
|
|
Service cost
|
—
|
|
|
—
|
|
|
|
—
|
|
|
125
|
|
|
93
|
|
|
|
85
|
|
||||||
Interest cost
|
410
|
|
|
207
|
|
|
|
226
|
|
|
384
|
|
|
243
|
|
|
|
285
|
|
||||||
Actuarial (gain) loss
|
(419
|
)
|
|
818
|
|
|
|
567
|
|
|
(430
|
)
|
|
1,294
|
|
|
|
938
|
|
||||||
Benefits paid
|
(675
|
)
|
|
(331
|
)
|
|
|
(301
|
)
|
|
(596
|
)
|
|
(290
|
)
|
|
|
(413
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
|
15
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1,043
|
)
|
|
(1,502
|
)
|
|
|
138
|
|
||||||
Projected benefit obligation at end of year
|
$
|
10,824
|
|
|
$
|
11,508
|
|
|
|
$
|
10,814
|
|
|
$
|
12,988
|
|
|
$
|
14,548
|
|
|
|
$
|
14,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
10,019
|
|
|
10,369
|
|
|
|
10,121
|
|
|
6,691
|
|
|
6,817
|
|
|
|
6,358
|
|
||||||
Actual return on plan assets
|
(319
|
)
|
|
15
|
|
|
|
549
|
|
|
94
|
|
|
489
|
|
|
|
299
|
|
||||||
Employer and employee contributions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
517
|
|
|
278
|
|
|
|
292
|
|
||||||
Benefits paid
|
(675
|
)
|
|
(331
|
)
|
|
|
(301
|
)
|
|
(581
|
)
|
|
(275
|
)
|
|
|
(324
|
)
|
||||||
Other
|
(40
|
)
|
|
(34
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(328
|
)
|
|
(618
|
)
|
|
|
192
|
|
||||||
Fair value of plan assets at end of year
|
$
|
8,985
|
|
|
$
|
10,019
|
|
|
|
$
|
10,369
|
|
|
$
|
6,393
|
|
|
$
|
6,691
|
|
|
|
$
|
6,817
|
|
Funded Status
|
$
|
(1,839
|
)
|
|
$
|
(1,489
|
)
|
|
|
$
|
(445
|
)
|
|
$
|
(6,595
|
)
|
|
$
|
(7,857
|
)
|
|
|
$
|
(7,893
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rates
|
3.87%-4.15%
|
|
3.52%-3.75%
|
|
|
3.73%-4.00%
|
|
2.20%-3.70%
|
|
2.10%-3.50%
|
|
|
2.80%-4.30%
|
||||||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
|
N/A
|
|
2.00%-3.60%
|
|
2.00%-3.70%
|
|
|
2.00%-3.90%
|
||||||||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current assets
|
837
|
|
|
1,111
|
|
|
|
1,431
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Other current liabilities
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(68
|
)
|
|
(75
|
)
|
|
|
(42
|
)
|
||||||
Other long-term liabilities
|
(2,676
|
)
|
|
(2,600
|
)
|
|
|
(1,876
|
)
|
|
(6,527
|
)
|
|
(7,782
|
)
|
|
|
(7,851
|
)
|
||||||
Net amount recognized
|
$
|
(1,839
|
)
|
|
$
|
(1,489
|
)
|
|
|
$
|
(445
|
)
|
|
$
|
(6,595
|
)
|
|
$
|
(7,857
|
)
|
|
|
$
|
(7,893
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
$
|
93
|
|
|
|
$
|
85
|
|
|
$
|
161
|
|
Interest cost
|
410
|
|
|
207
|
|
|
|
226
|
|
|
425
|
|
|
384
|
|
|
243
|
|
|
|
285
|
|
|
500
|
|
||||||||
Expected return on plan assets
|
(580
|
)
|
|
(311
|
)
|
|
|
(319
|
)
|
|
(592
|
)
|
|
(255
|
)
|
|
(6
|
)
|
|
|
(166
|
)
|
|
(257
|
)
|
||||||||
Amortization of actuarial gain/loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
130
|
|
|
253
|
|
||||||||
Recognized net actuarial loss/ settlements/curtailments
|
—
|
|
|
—
|
|
|
|
(2
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
|
(20
|
)
|
|
—
|
|
||||||||
Net periodic (benefit) cost
|
$
|
(170
|
)
|
|
$
|
(104
|
)
|
|
|
$
|
(95
|
)
|
|
$
|
(156
|
)
|
|
$
|
254
|
|
|
$
|
330
|
|
|
|
$
|
314
|
|
|
$
|
657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discount rates
|
3.52%-3.75%
|
|
3.73%-4.00%
|
|
|
4.50%
|
|
3.75%-4.00%
|
|
2.10%-3.50%
|
|
2.80%-4.30%
|
|
|
3.50%-4.60%
|
|
3.40%-4.40%
|
||||||||||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
|
N/A
|
|
N/A
|
|
2.00%-3.70%
|
|
2.00%-3.90%
|
|
|
2.00%-4.00%
|
|
2.00%-3.10%
|
||||||||||||||||
Expected long-term rates or return
|
5.00%-8.00%
|
|
5.25%-8.00%
|
|
|
5.25%-8.00%
|
|
5.25%-8.00%
|
|
3.90%-4.50%
|
|
4.50%-4.90%
|
|
|
4.50%-5.20%
|
|
4.50%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014
Through June 29, 2014 |
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Unrecognized loss (gain)
|
$
|
1,364
|
|
|
$
|
1,441
|
|
|
|
$
|
606
|
|
|
$
|
(55
|
)
|
|
Successor
|
||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Equity securities
|
52.2
|
%
|
|
49.5
|
%
|
|
45.9
|
%
|
|
44.4
|
%
|
Debt securities
|
40.9
|
%
|
|
43.2
|
%
|
|
50.2
|
%
|
|
51.1
|
%
|
Other
|
6.9
|
%
|
|
7.3
|
%
|
|
3.9
|
%
|
|
4.5
|
%
|
|
Total as of
December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
635
|
|
|
$
|
635
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued dividends
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Global equities
|
7,626
|
|
|
7,626
|
|
|
—
|
|
|
—
|
|
||||
Government bonds
|
804
|
|
|
—
|
|
|
804
|
|
|
—
|
|
||||
Corporate bonds
|
6,075
|
|
|
—
|
|
|
6,075
|
|
|
—
|
|
||||
Group annuity/insurance contracts
|
235
|
|
|
—
|
|
|
—
|
|
|
235
|
|
||||
Total
|
$
|
15,378
|
|
|
$
|
8,264
|
|
|
$
|
6,879
|
|
|
$
|
235
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total as of
December 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
757
|
|
|
$
|
757
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued dividends
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Global equities
|
7,931
|
|
|
7,931
|
|
|
—
|
|
|
—
|
|
||||
Government bonds
|
876
|
|
|
—
|
|
|
876
|
|
|
—
|
|
||||
Corporate bonds
|
6,874
|
|
|
—
|
|
|
6,874
|
|
|
—
|
|
||||
Group annuity/insurance contracts
|
269
|
|
|
—
|
|
|
—
|
|
|
269
|
|
||||
Total
|
$
|
16,710
|
|
|
$
|
8,691
|
|
|
$
|
7,750
|
|
|
$
|
269
|
|
Beginning balance, December 31, 2014
|
$
|
269
|
|
Actual return on assets related to assets still held
|
7
|
|
|
Purchases, sales and settlements
|
(41
|
)
|
|
Ending balance, December 31, 2015
|
$
|
235
|
|
2016
|
$
|
1,181
|
|
2017
|
1,556
|
|
|
2018
|
1,193
|
|
|
2019
|
1,183
|
|
|
2020
|
1,343
|
|
|
2021-2025
|
6,549
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
||||||
Accumulated benefit obligation
|
$
|
2,094
|
|
|
$
|
2,808
|
|
|
|
$
|
2,627
|
|
|
|
|
|
|
|
|
||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
||||||
Projected benefit obligation at beginning of year
|
$
|
2,808
|
|
|
$
|
2,627
|
|
|
|
$
|
2,614
|
|
Interest cost
|
92
|
|
|
44
|
|
|
|
54
|
|
|||
Actuarial (gain) loss
|
(634
|
)
|
|
284
|
|
|
|
52
|
|
|||
Benefits paid
|
(172
|
)
|
|
(90
|
)
|
|
|
(93
|
)
|
|||
Curtailment
|
—
|
|
|
(57
|
)
|
|
|
—
|
|
|||
Projected benefit obligation at end of year
|
$
|
2,094
|
|
|
$
|
2,808
|
|
|
|
$
|
2,627
|
|
|
|
|
|
|
|
|
||||||
Change in plan assets
|
|
|
|
|
|
|
||||||
Employer contributions
|
$
|
172
|
|
|
$
|
90
|
|
|
|
$
|
93
|
|
Benefits paid
|
(172
|
)
|
|
(90
|
)
|
|
|
(93
|
)
|
|||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Funded Status
|
$
|
(2,094
|
)
|
|
$
|
(2,808
|
)
|
|
|
$
|
(2,627
|
)
|
|
|
|
|
|
|
|
||||||
Weighted-average assumptions
|
|
|
|
|
|
|
||||||
Discount rates
|
3.82
|
%
|
|
3.44
|
%
|
|
|
4.25
|
%
|
|||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
||||||
Other current liabilities
|
$
|
(211
|
)
|
|
$
|
(234
|
)
|
|
|
$
|
(249
|
)
|
Other long-term liabilities
|
(1,883
|
)
|
|
(2,574
|
)
|
|
|
(2,378
|
)
|
|||
Net amount recognized
|
$
|
(2,094
|
)
|
|
$
|
(2,808
|
)
|
|
|
$
|
(2,627
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
92
|
|
|
$
|
44
|
|
|
|
$
|
54
|
|
|
$
|
108
|
|
Amortization of the net loss from earlier periods
|
1
|
|
|
—
|
|
|
|
5
|
|
|
66
|
|
||||
Net periodic benefit cost
|
$
|
93
|
|
|
$
|
44
|
|
|
|
$
|
59
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
||||||||
Discount rates
|
3.82
|
%
|
|
3.44
|
%
|
|
|
4.25
|
%
|
|
4.25
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year ended December 31, 2015
|
|
June 30, 2014
Through December 31, 2014 |
|
|
January 1, 2014
Through June 29, 2014 |
|
Year ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Unrecognized (gain) loss
|
$
|
(214
|
)
|
|
$
|
174
|
|
|
|
$
|
240
|
|
|
$
|
210
|
|
2016
|
$
|
215
|
|
2017
|
205
|
|
|
2018
|
194
|
|
|
2019
|
183
|
|
|
2020
|
173
|
|
|
2021-2025
|
719
|
|
16.
|
Business Segments, Geographic and Customer Information
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net sales
|
|
|
|
|
|
|
|
|
||||||||
Seating
|
$
|
176,792
|
|
|
$
|
67,033
|
|
|
|
$
|
104,878
|
|
|
$
|
165,245
|
|
Finishing
|
191,394
|
|
|
90,895
|
|
|
|
96,692
|
|
|
180,406
|
|
||||
Acoustics
|
218,047
|
|
|
108,807
|
|
|
|
109,930
|
|
|
204,494
|
|
||||
Components
|
122,133
|
|
|
58,600
|
|
|
|
65,651
|
|
|
130,700
|
|
||||
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Segment Adjusted EBITDA
|
|
|
|
|
|
|
|
|
||||||||
Seating
|
$
|
19,766
|
|
|
$
|
8,337
|
|
|
|
$
|
17,668
|
|
|
$
|
25,601
|
|
Finishing
|
25,799
|
|
|
12,542
|
|
|
|
13,732
|
|
|
17,619
|
|
||||
Acoustics
|
27,515
|
|
|
8,912
|
|
|
|
9,676
|
|
|
23,426
|
|
||||
Components
|
20,943
|
|
|
6,921
|
|
|
|
10,324
|
|
|
22,898
|
|
||||
|
$
|
94,023
|
|
|
$
|
36,712
|
|
|
|
$
|
51,400
|
|
|
$
|
89,544
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, including intercompany
|
(1,870
|
)
|
|
(1,022
|
)
|
|
|
(1,269
|
)
|
|
(2,696
|
)
|
||||
Depreciation and amortization
|
(44,938
|
)
|
|
(20,291
|
)
|
|
|
(12,796
|
)
|
|
(26,882
|
)
|
||||
Impairment charges
|
(94,126
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
(Loss) gain on disposal of property, plant and equipment - net
|
(109
|
)
|
|
(57
|
)
|
|
|
(336
|
)
|
|
18
|
|
||||
Restructuring
|
(3,800
|
)
|
|
(1,131
|
)
|
|
|
(2,554
|
)
|
|
(2,950
|
)
|
||||
Transaction-related expenses
|
(789
|
)
|
|
(27
|
)
|
|
|
(242
|
)
|
|
—
|
|
||||
Integration and other restructuring costs
|
(2,713
|
)
|
|
(9,921
|
)
|
|
|
(2,575
|
)
|
|
(1,039
|
)
|
||||
Newcomerstown fire gain
|
—
|
|
|
—
|
|
|
|
—
|
|
|
18,834
|
|
||||
Adjustment for non-discrete fire costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,419
|
|
||||
Multiemployer pension plan withdrawal (loss) gain
|
—
|
|
|
—
|
|
|
|
—
|
|
|
696
|
|
||||
Gain on claim settlement
|
—
|
|
|
—
|
|
|
|
—
|
|
|
455
|
|
||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
|
3,508
|
|
|
—
|
|
||||
Total segment income before income taxes
|
(54,322
|
)
|
|
4,263
|
|
|
|
35,136
|
|
|
77,399
|
|
||||
Corporate general and administrative expenses
|
(12,860
|
)
|
|
(4,263
|
)
|
|
|
(7,032
|
)
|
|
(15,808
|
)
|
||||
Corporate interest expense, including intercompany
|
(29,965
|
)
|
|
(15,150
|
)
|
|
|
(6,032
|
)
|
|
(18,020
|
)
|
||||
Corporate depreciation
|
(310
|
)
|
|
(84
|
)
|
|
|
(57
|
)
|
|
(123
|
)
|
||||
Corporate transaction-related expenses
|
(97
|
)
|
|
(2,506
|
)
|
|
|
(27,541
|
)
|
|
(1,073
|
)
|
||||
Corporate integration and other restructuring
|
(6,333
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Corporate loss on disposal of property, plant and equipment
|
—
|
|
|
—
|
|
|
|
(2
|
)
|
|
(40
|
)
|
||||
Corporate share based compensation
|
(7,969
|
)
|
|
(4,129
|
)
|
|
|
—
|
|
|
—
|
|
||||
(Loss) income before income taxes
|
$
|
(111,856
|
)
|
|
$
|
(21,869
|
)
|
|
|
$
|
(5,528
|
)
|
|
$
|
42,335
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
||||||||
Seating
|
$
|
13,693
|
|
|
$
|
6,900
|
|
|
|
$
|
3,571
|
|
|
$
|
9,228
|
|
Finishing
|
11,407
|
|
|
4,711
|
|
|
|
2,824
|
|
|
5,631
|
|
||||
Acoustics
|
11,251
|
|
|
4,859
|
|
|
|
2,838
|
|
|
4,950
|
|
||||
Components
|
8,587
|
|
|
3,821
|
|
|
|
3,562
|
|
|
7,073
|
|
||||
General Corporate
|
310
|
|
|
84
|
|
|
|
57
|
|
|
123
|
|
||||
|
$
|
45,248
|
|
|
$
|
20,375
|
|
|
|
$
|
12,852
|
|
|
$
|
27,005
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
||||||||
Seating
|
$
|
3,804
|
|
|
$
|
2,115
|
|
|
|
$
|
1,060
|
|
|
$
|
2,066
|
|
Finishing
|
9,090
|
|
|
3,990
|
|
|
|
3,151
|
|
|
5,824
|
|
||||
Acoustics
|
14,881
|
|
|
6,063
|
|
|
|
4,098
|
|
|
14,855
|
|
||||
Components
|
4,875
|
|
|
3,037
|
|
|
|
2,671
|
|
|
2,794
|
|
||||
General Corporate
|
136
|
|
|
154
|
|
|
|
18
|
|
|
70
|
|
||||
|
$
|
32,786
|
|
|
$
|
15,359
|
|
|
|
$
|
10,998
|
|
|
$
|
25,609
|
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Seating
|
$
|
119,019
|
|
|
$
|
219,907
|
|
Finishing
|
248,210
|
|
|
221,074
|
|
||
Acoustics
|
206,117
|
|
|
195,031
|
|
||
Components
|
124,480
|
|
|
137,354
|
|
||
Total segments
|
697,826
|
|
|
773,366
|
|
||
Corporate and eliminations
|
8,353
|
|
|
26,038
|
|
||
Consolidated
|
$
|
706,179
|
|
|
$
|
799,404
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2015
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||
|
|
|
|
|
||||||||||||
Net sales by region
|
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
510,526
|
|
|
$
|
231,920
|
|
|
|
$
|
273,868
|
|
|
$
|
489,714
|
|
Europe
|
138,578
|
|
|
62,263
|
|
|
|
70,813
|
|
|
126,261
|
|
||||
Mexico
|
48,242
|
|
|
23,728
|
|
|
|
25,258
|
|
|
51,542
|
|
||||
Other
|
11,020
|
|
|
7,424
|
|
|
|
7,212
|
|
|
13,328
|
|
||||
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
|
Successor
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
245,307
|
|
|
$
|
292,068
|
|
Europe
|
94,804
|
|
|
70,024
|
|
||
Mexico
|
10,434
|
|
|
9,792
|
|
||
Other
|
3,520
|
|
|
3,277
|
|
||
|
$
|
354,065
|
|
|
$
|
375,161
|
|
17.
|
Commitments and Contingencies
|
18.
|
Newcomerstown Fire
|
|
2013
|
||
Insurance deductibles
|
$
|
(100
|
)
|
Non-cash asset impairments
|
|
||
Inventories, tooling and supplies
|
—
|
|
|
Property, plant and equipment - net
|
—
|
|
|
Losses of third-party property
|
—
|
|
|
Subtotal asset impairments and third-party property
|
—
|
|
|
Business interruption expenses
|
12,200
|
|
|
Subtotal prior to insurance recoveries
|
12,100
|
|
|
Less insurance recoveries
|
|
||
Property
|
(6,351
|
)
|
|
Business interruption
|
(24,583
|
)
|
|
Subtotal insurance recoveries
|
(30,934
|
)
|
|
Net fire loss (gain)
|
$
|
(18,834
|
)
|
19.
|
Related Party Transactions
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
2,666,157
|
|
|
$
|
—
|
|
|
807,278
|
|
(2)
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
2,666,157
|
|
|
—
|
|
|
807,278
|
|
|
Index to Consolidated Financial Statements
|
|
|
For the year ended December 31, 2015, the Period From June 30, 2014 through December 31, 2014 and the Period from January 1, 2014 through June 29, 2014, and the year ended December 31, 2013, and as of December 31, 2015 and 2014
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Index to Financial Statement schedules
|
|
|
For the years ended December 31, 2015, 2014 and 2013
|
|
Page
|
|
|
|
Balance at beginning of year
|
|
Charge to Costs and Expenses
|
|
Utilization of Reserves
|
|
Other
(1) (2)
|
|
Balance at end of year
|
||||||||||
Year Ended December 31, 2015 (Successor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,415
|
|
|
$
|
590
|
|
|
$
|
(374
|
)
|
|
$
|
(107
|
)
|
|
$
|
2,524
|
|
Deferred tax valuation allowances
|
|
$
|
3,898
|
|
|
$
|
(243
|
)
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
3,703
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
June 30, 2014 through December 31, 2014 (Successor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,459
|
|
|
$
|
123
|
|
|
$
|
(152
|
)
|
|
$
|
(15
|
)
|
|
$
|
2,415
|
|
Deferred tax valuation allowances
|
|
$
|
4,958
|
|
|
$
|
(173
|
)
|
|
$
|
—
|
|
|
$
|
(887
|
)
|
|
$
|
3,898
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
January 1, 2014 through June 29, 2014 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,227
|
|
|
$
|
112
|
|
|
$
|
19
|
|
|
$
|
101
|
|
|
$
|
2,459
|
|
Deferred tax valuation allowances
|
|
$
|
4,347
|
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
4,958
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2013 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,255
|
|
|
$
|
341
|
|
|
$
|
(304
|
)
|
|
$
|
(65
|
)
|
|
$
|
2,227
|
|
Deferred tax valuation allowances
|
|
$
|
4,962
|
|
|
$
|
(504
|
)
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
4,347
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2012 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,803
|
|
|
$
|
155
|
|
|
$
|
(739
|
)
|
|
$
|
36
|
|
|
$
|
2,255
|
|
Deferred tax valuation allowances
|
|
$
|
6,253
|
|
|
$
|
(1,333
|
)
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
4,962
|
|
|
JASON INDUSTRIES, INC.
|
|
|
Dated: March 8, 2016
|
/s/ Jeffry N. Quinn
|
|
Jeffry N. Quinn
Chief Executive Officer
(Principal Executive Officer)
|
Dated: March 8, 2016
|
/s/ Sarah C. Sutton
|
|
|
Sarah C. Sutton
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jeffry N. Quinn
|
|
Chief Executive Officer, Chairman and Director
|
|
Dated: March 8, 2016
|
Jeffry N. Quinn
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Sarah C. Sutton
|
|
Senior Vice President and Chief Financial Officer
|
|
Dated: March 8, 2016
|
Sarah C. Sutton
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ James P. Heffernan
|
|
Director
|
|
Dated: March 8, 2016
|
James P. Heffernan
|
|
|
|
|
|
|
|
|
|
/s/ Edgar G. Hotard
|
|
Director
|
|
Dated: March 8, 2016
|
Edgar G. Hotard
|
|
|
|
|
|
|
|
|
|
/s/ James E. Hyman
|
|
Director
|
|
Dated: March 8, 2016
|
James E. Hyman
|
|
|
|
|
|
|
|
|
|
/s/ Mitchell I. Quain
|
|
Director
|
|
Dated: March 8, 2016
|
Mitchell I. Quain
|
|
|
|
|
|
|
|
|
|
/s/ Dr. John Rutledge
|
|
Director
|
|
Dated: March 8, 2016
|
Dr. John Rutledge
|
|
|
|
|
|
|
|
|
|
/s/ James M. Sullivan
|
|
Director
|
|
Dated: March 8, 2016
|
James M. Sullivan
|
|
|
|
|
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 Securities and Exchange Commission (the “Commission”) on March 18, 2014 (File No. 1-36051)).*
|
|
|
|
2.2
|
|
Notarial Deed, dated as of May 29, 2015, by and among Jason GmbH, CMP German Opportunity Fund II (SCA) SICAR and Dr. Markus Lieck, as notary (incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed with the Commission on June 1, 2015 (File No. 1-36051)).
|
|
|
|
2.3
|
|
Share Purchase Agreement, dated as of May 29, 2015, by and between Jason GmbH and CMP German Opportunity Fund II (SCA) SICAR (incorporated herein by reference to Exhibit 2.2 to the Registrant’s Form 8-K, filed with the Commission on June 1, 2015 (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
|
|
Interim Services Agreement dated as of November 8, 2015 between Jason Industries, Inc. and Jeffry N. Quinn (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 10, 2015 (File No. 1-36051)).**
|
|
|
|
10.4
|
|
Amendment, dated as of January 20, 2016, to Interim Services Agreement dated as of November 8, 2015 between Jason Industries, Inc. and Jeffry N. Quinn (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 25, 2016 (File No. 1-36051)).**
|
|
|
|
10.5
|
|
Business Services Consulting Agreement, dated as of December 1, 2015, between Jason Industries, Inc. and A. Craig Ivey (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 25, 2016 (File No. 1-36051)).**
|
Exhibit Number
|
|
Description
|
|
|
|
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
|
|
Letter Regarding Terms of Retirement of Stephen L. Cripe, dated April 6, 2015 (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 8-K, filed with the Commission on April 7, 2015 (File No. 1-36051)).**
|
|
|
|
10.11
|
|
Employment Agreement between the Company and Sarah Sutton, dated as of April 6, 2015 (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed with the Commission on April 7, 2015 (File No. 1-36051)).**
|
|
|
|
10.12
|
|
Employment Agreement between the Company and Thomas Doerr, dated as of November 9, 2015**
|
|
|
|
10.13
|
|
General Release of David Westgate, dated November 10, 2015 (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K, filed with the Commission on November 10, 2015 (File No. 1-36051)).**
|
|
|
|
10.14
|
|
Amended and Restated Employment Agreement between Jason Industries, Inc. 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)).**
|
|
|
|
10.15
|
|
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)).
|
|
|
|
10.16
|
|
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)).
|
|
|
|
10.17
|
|
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)).
|
|
|
|
10.18
|
|
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)).
|
|
|
|
10.19
|
|
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)).
|
|
|
|
10.20
|
|
Form of Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (Incorporated herein by reference to Exhibit 10.15 to the Registrant’s Form 10-Q, filed with the Commission on November 7, 2014 (File No. 1-36051)).*
|
|
|
|
10.21
|
|
Form of Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (ROIC-Vesting) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 3, 2016 (File No. 1-36051)).**
|
|
|
|
10.22
|
|
Form of Non-Employee Director Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (Incorporated herein by reference to Exhibit 10.16 to the Registrant’s Form 10-Q, filed with the Commission on November 7, 2014 (File No. 1-36051)).*
|
|
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges and to Fixed Charges and Preference Dividends.
|
|
|
|
Exhibit Number
|
|
Description
|
21
|
|
Subsidiaries of Registrant.
|
|
|
|
23
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
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
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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The disclosure schedules and exhibits to this agreement are not being filed herewith. Jason Industries, Inc. agrees to furnish supplementally a copy of any such schedules and exhibits to the Securities and Exchange Commission upon request.
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**
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Represents a management contract or compensatory plan, contract or arrangement.
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1.
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I understand that any payments or benefits paid or granted to me under
paragraph 4
of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in
paragraph
4 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release.
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2.
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Except as provided in
paragraph 3
below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross claims, counter‑claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company and/or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, ever had, now have, or hereafter may have, by reason of any matter, cause, or thing whatsoever, from the beginning of my initial dealings with the Company to the date of this General Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship with Company, the terms and conditions of that employment relationship, and the termination of that employment relationship (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Civil Rights Act of 1866, as amended, the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “
Claims
”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this General Release. Notwithstanding anything contained in this General Release to the contrary, Claims shall not include (a) any claims I may have against the Released Parties for a failure to comply with, or a breach of, any provision of the Agreement, (b) any rights I may have to indemnification (i) as an officer, director or employee under the Articles of Incorporation or By-Laws of any of the Released Parties or (ii) pursuant to any insurance policies or contracts of any of the Released Parties, (c) any claims I may have against the Released Parties for vested benefits as of the date of the termination of my employment under any agreement, plan or program of any of the Released Parties, or (d) any right to continuation coverage under COBRA.
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3.
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I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).
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4.
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In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I
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5.
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I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release. However, I understand that nothing in this Agreement prohibits or limits my right to challenge the validity of this Agreement under the Older Worker’s Benefit Protection Act (“OWBPA”).
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6.
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I agree to reasonably cooperate with the Company in any internal investigation or administrative, regulatory, or judicial proceeding. I understand and agree that my cooperation may include, but not be limited to, making myself available to the Company upon reasonable notice for interviews and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over to the Company all relevant documents which are in or may come into my possession all at times and on schedules that are reasonably consistent with my other permitted activities and commitments. I understand that in the event the Company asks for my cooperation in accordance with this provision, the Company will reimburse me solely for reasonable travel expenses, including transportation, lodging and meals, upon my submission of receipts.
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7.
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I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
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8.
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I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel that I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.
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9.
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Any non‑disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), or any other self‑regulatory organization or governmental entity.
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10.
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Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. This General Release constitutes the complete and entire agreement and understanding among the parties, and supersedes any and all prior or contemporaneous agreements, commitments, understandings or arrangements, whether written or oral, between or among any of the parties, in each case concerning the subject matter hereof.
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1.
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I HAVE READ IT CAREFULLY;
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2.
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I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
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3.
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I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
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4.
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I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
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5.
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I HAVE HAD AT LEAST
[
21
][
45
]
DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT AND THE CHANGES MADE SINCE MY FIRST RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED
[
21
][
45
]
‑DAY PERIOD;
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6.
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I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
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7.
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I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
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8.
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I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
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(Unaudited)
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|||||||||||||||||||||||
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Successor
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Predecessor
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Year Ended December 31, 2015
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June 30, 2014
Through
December 31, 2014
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January 1, 2014 Through June 29, 2014
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Year Ended December 31,
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2013
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2012
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2011
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|||||||||||||||
Earnings (loss):
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(Loss) income before income taxes
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$
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(111,856
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)
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$
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(21,869
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)
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$
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(5,528
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)
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$
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42,335
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19,493
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$
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13,425
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Adjustments:
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||||||||||||
Less: Equity income from equity investees
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(884
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)
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(381
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)
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(831
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)
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(2,345
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)
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(1,510
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)
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(865
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)
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(Loss) income before income taxes and equity income from equity investees
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(112,740
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)
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(22,250
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)
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(6,359
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)
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39,990
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17,983
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12,560
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Add:
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Fixed charges
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35,069
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17,805
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8,889
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18,416
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21,645
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19,878
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||||||
Distributed income of equity investees
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—
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—
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—
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1,000
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850
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|
|
250
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||||||
Total earnings (loss)
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$
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(77,671
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)
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$
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(4,445
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)
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$
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2,530
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$
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59,406
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$
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40,478
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$
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32,688
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|
|
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||||||||||||
Fixed charges:
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Interest expensed, including amortization of deferred financing costs and accretion of debt discount, excluding loss on early extinguishment of debt
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$
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31,835
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$
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16,172
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$
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7,301
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$
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15,316
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$
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18,612
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$
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17,011
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Estimated interest component of rent expense
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3,234
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1,633
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1,588
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3,100
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3,033
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2,867
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||||||
Total fixed charges
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$
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35,069
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$
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17,805
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$
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8,889
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$
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18,416
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|
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$
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21,645
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|
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$
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19,878
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|
|
|
|
|
|
|
|
|
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||||||||||||
Pre-tax preferred dividend requirements
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$
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4,494
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$
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2,831
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$
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—
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$
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4,227
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|
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$
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8,390
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$
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5,384
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Total fixed charges plus preference dividends
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$
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39,563
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$
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20,636
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|
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$
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8,889
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|
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$
|
22,643
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|
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$
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30,035
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|
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$
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25,262
|
|
|
|
|
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||||||||||||
Ratio of earnings to fixed charges (1)
|
— (2)
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|
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— (2)
|
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— (2)
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3.2
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|
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1.9
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1.6
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||||||
Ratio of earnings to fixed charges and preference dividends (1)
|
— (2)
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|
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— (2)
|
|
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— (2)
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2.6
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|
|
1.3
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|
|
1.3
|
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||||||
Amount of deficiency in earnings to fixed charges
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$
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(112,740
|
)
|
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$
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(22,250
|
)
|
|
|
$
|
(6,359
|
)
|
|
—
|
|
|
—
|
|
|
—
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|
|||
Amount of deficiency in earnings to fixed charges and preference dividends
|
$
|
(117,234
|
)
|
|
$
|
(25,081
|
)
|
|
|
$
|
(6,359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
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1.
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For purposes of calculating the ratios of consolidated earnings to fixed charges and to fixed charges and preference dividends:
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•
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“earnings” consist of income (loss) before income taxes and equity income (loss) of investees, plus fixed charges and distributed income of equity investees;
|
•
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“fixed charges” represent interest expensed and capitalized, and amortization of deferred financing costs and accretion of debt discount; and
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•
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“preference dividends” refers to the amount of pre-tax earnings that is required to pay the cash dividends on outstanding preference securities and is computed as the amount of (a) the dividend divided by (b) the result of 1 minus the effective income tax rate applicable to continuing operations.
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2.
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The ratio of earnings to fixed charges and to fixed charges and preference dividends for this period was less than 1.0x.
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Name of Subsidiary
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Jurisdiction of Incorporation
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Osborn-International LTDA
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Brazil
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JPHI Holdings Inc.
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Delaware
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Jason Partners Holdings Inc.
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Delaware
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Jason Holdings, Inc. I
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Delaware
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Osborn-Unipol S.A.S.
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France
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Dronco France SARL
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France
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Jason Holding GmbH
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Germany
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Jason GmbH
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Germany
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Dronco GmbH
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Germany
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Leurop.de Dramanttechnologie
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Germany
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Lea (Hong Kong) Int'l Ltd.
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Hong Kong
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Advance Wire Products, Inc.
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Illinois
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Assembled Products, Inc.
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Illinois
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Metalex Corporation
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Illinois
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Osborn Lippert Pvt. Ltd.
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India
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Promek Seating Systems Ltd.
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Ireland
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Agri Autoparts International Limited
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Ireland
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Janesville de Mexico S.A. de C.V.
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Mexico
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JacksonLea de Mexico S.A. de R.L. de C.V.
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Mexico
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Milsco de Mexico S. de R.L. de C.V.
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Mexico
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Servicios Administrativos JDM, S. de R.L. de C.V.
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Mexico
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JHPM S. de R.L. de C.V.
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Mexico
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Jason DM S. de R.L. de C.V.
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Mexico
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Jason Nevada, Inc.
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Nevada
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Jason International Holdings, Inc.
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Nevada
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Chase Roberts, Inc.
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Ohio
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Jason Ohio Corporation
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Ohio
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Jason Precision Components Co., Ltd
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People's Republic of China
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Shanghai JacksonLea Polishing Materials Co., Ltd.
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People's Republic of China
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JacksonLea Polishing Materials Co. Ltd.
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People's Republic of China
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Osborn-Unipol Lda
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Portugal
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Osborn International Srl
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Romania
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Jason Asia Holdings Pte. Ltd.
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Singapore
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Osborn Singapore Pte. Ltd.
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Singapore
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Osborn-Unipol S.L.
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Spain
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Osborn International AB
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Sweden
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Dronco Scandinavia AB
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Sweden
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Hsin Feng Chemical
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Taiwan
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Jason Holdings UK Ltd.
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United Kingdom
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Milsco Manufacturing UK Ltd.
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United Kingdom
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Jason UK Ltd.
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United Kingdom
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Janesville Acoustics Ltd.
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United Kingdom
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Webb Jarratt & Co. Ltd.
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United Kingdom
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Osborn-Unipol Ltd.
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United Kingdom
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Dronco Abrasives UK Ltd.
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United Kingdom
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Osborn de Venezuela
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Venezuela
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Jason Incorporated
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Wisconsin
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1.
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I have reviewed this annual report on Form 10-K of Jason Industries, Inc.;
|
2.
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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;
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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;
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4.
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The registrant’s other certifying officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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/ Jeffry N. Quinn
|
|
|
Jeffry N. Quinn
Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Jason Industries, Inc.;
|
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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our 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.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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/ Sarah C. Sutton
|
|
|
Sarah C. Sutton
Senior Vice President and 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/ Jeffry N. Quinn
|
|
|
Jeffry N. Quinn
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/ Sarah C. Sutton
|
|
|
Sarah C. Sutton
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|