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Delaware
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46-2888322
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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411 East Wisconsin Avenue
Suite 2100
Milwaukee, Wisconsin
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53202
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
¨
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Accelerated filer
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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Three Months Ended
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||||||
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April 1, 2016
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March 27, 2015
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||||
Net sales
|
$
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190,974
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$
|
175,836
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Cost of goods sold
|
153,083
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136,889
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Gross profit
|
37,891
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38,947
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||
Selling and administrative expenses
|
32,301
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31,493
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Loss on disposals of property, plant and equipment - net
|
703
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26
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|
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Restructuring
|
2,717
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1,704
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Transaction-related expenses
|
—
|
|
|
176
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|
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Operating income
|
2,170
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5,548
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|
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Interest expense
|
(8,024
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)
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(7,506
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)
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Equity income
|
169
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|
|
282
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Other income - net
|
118
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35
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|
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Loss before income taxes
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(5,567
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)
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(1,641
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)
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Tax benefit
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(2,551
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)
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(747
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)
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Net loss
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$
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(3,016
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)
|
|
$
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(894
|
)
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Less net loss attributable to noncontrolling interests
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(510
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)
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(151
|
)
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Net loss attributable to Jason Industries
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$
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(2,506
|
)
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$
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(743
|
)
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Accretion of preferred stock dividends
|
900
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|
|
900
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Net loss available to common shareholders of Jason Industries
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$
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(3,406
|
)
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$
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(1,643
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)
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||||
Net loss per share available to common shareholders of Jason Industries:
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Basic and diluted
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$
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(0.15
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)
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$
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(0.07
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)
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Weighted average number of common shares outstanding:
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Basic and diluted
|
22,388
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21,991
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Three Months Ended
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||||||
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April 1, 2016
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|
March 27, 2015
|
||||
Net loss
|
$
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(3,016
|
)
|
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$
|
(894
|
)
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Other comprehensive income (loss):
|
|
|
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||||
Foreign currency translation adjustments
|
3,276
|
|
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(9,894
|
)
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||
Net change in unrealized losses on cash flow hedges, net of tax expense of ($1,284) for 2016 and $0 for 2015
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(2,099
|
)
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—
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Total other comprehensive income (loss)
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1,177
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(9,894
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)
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Comprehensive loss
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(1,839
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)
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(10,788
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)
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Less: Comprehensive loss attributable to noncontrolling interests
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(311
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)
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(1,823
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)
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Comprehensive loss attributable to Jason Industries
|
$
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(1,528
|
)
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$
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(8,965
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)
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April 1, 2016
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December 31, 2015
|
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Assets
|
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Current assets
|
|
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|
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Cash and cash equivalents
|
$
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37,382
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$
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35,944
|
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Accounts receivable - net of allowances for doubtful accounts of $2,673 at April 1, 2016 and $2,524 at December 31, 2015
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98,052
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79,088
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|
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Inventories - net
|
79,220
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80,432
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|
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Other current assets
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27,926
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30,903
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Total current assets
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242,580
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226,367
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Property, plant and equipment - net of accumulated depreciation of $51,632 at April 1, 2016 and $44,254 at December 31, 2015
|
193,399
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196,150
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|
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Goodwill
|
107,442
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|
106,170
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|
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Other intangible assets - net
|
156,049
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157,915
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|
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Other assets - net
|
10,072
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|
|
10,490
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|
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Total assets
|
$
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709,542
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$
|
697,092
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||||
Liabilities and Equity
|
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|
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Current liabilities
|
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|
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Current portion of long-term debt
|
$
|
6,202
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$
|
6,186
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Accounts payable
|
66,914
|
|
|
56,838
|
|
||
Accrued compensation and employee benefits
|
25,683
|
|
|
18,750
|
|
||
Accrued interest
|
150
|
|
|
75
|
|
||
Other current liabilities
|
27,520
|
|
|
28,733
|
|
||
Total current liabilities
|
126,469
|
|
|
110,582
|
|
||
Long-term debt
|
427,367
|
|
|
426,150
|
|
||
Deferred income taxes
|
54,817
|
|
|
57,247
|
|
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Other long-term liabilities
|
18,093
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|
|
18,119
|
|
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Total liabilities
|
626,746
|
|
|
612,098
|
|
||
|
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|
||||
Commitments and contingencies (Note 13)
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||||
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||||
Equity
|
|
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|
||||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 45,000 shares issued and outstanding at April 1, 2016 and December 31, 2015)
|
45,000
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|
45,000
|
|
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Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized; issued and outstanding: 22,326,982 shares at April 1, 2016 and 22,295,003 shares at December 31, 2015)
|
2
|
|
|
2
|
|
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Additional paid-in capital
|
143,174
|
|
|
143,533
|
|
||
Retained deficit
|
(98,503
|
)
|
|
(95,997
|
)
|
||
Accumulated other comprehensive loss
|
(20,478
|
)
|
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(21,456
|
)
|
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Shareholders’ equity attributable to Jason Industries
|
69,195
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|
71,082
|
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Noncontrolling interests
|
13,601
|
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|
13,912
|
|
||
Total equity
|
82,796
|
|
|
84,994
|
|
||
Total liabilities and equity
|
$
|
709,542
|
|
|
$
|
697,092
|
|
Jason Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
|
|||||||
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(3,016
|
)
|
|
$
|
(894
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
7,218
|
|
|
6,843
|
|
||
Amortization of intangible assets
|
3,079
|
|
|
3,568
|
|
||
Amortization of deferred financing costs and debt discount
|
752
|
|
|
753
|
|
||
Equity income
|
(169
|
)
|
|
(282
|
)
|
||
Deferred income taxes
|
(1,880
|
)
|
|
(2,713
|
)
|
||
Loss on disposals of property, plant and equipment - net
|
703
|
|
|
26
|
|
||
Non-cash stock compensation
|
576
|
|
|
2,063
|
|
||
Net increase (decrease) in cash due to changes in:
|
|
|
|
||||
Accounts receivable
|
(18,238
|
)
|
|
(24,186
|
)
|
||
Inventories
|
2,164
|
|
|
(1,153
|
)
|
||
Other current assets
|
2,202
|
|
|
(1,157
|
)
|
||
Accounts payable
|
10,755
|
|
|
8,818
|
|
||
Accrued compensation and employee benefits
|
6,729
|
|
|
2,829
|
|
||
Accrued interest
|
75
|
|
|
6,460
|
|
||
Accrued income taxes
|
(1,057
|
)
|
|
1,083
|
|
||
Other - net
|
376
|
|
|
1,154
|
|
||
Total adjustments
|
13,285
|
|
|
4,106
|
|
||
Net cash provided by operating activities
|
10,269
|
|
|
3,212
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Proceeds from disposals of property, plant and equipment and other assets
|
91
|
|
|
18
|
|
||
Payments for property, plant and equipment
|
(6,449
|
)
|
|
(7,235
|
)
|
||
Acquisitions of business, net of cash acquired
|
—
|
|
|
(350
|
)
|
||
Acquisitions of patents
|
(31
|
)
|
|
(69
|
)
|
||
Net cash used in investing activities
|
(6,389
|
)
|
|
(7,636
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Payments of First Lien term loan
|
(775
|
)
|
|
—
|
|
||
Proceeds from other long-term debt
|
2,874
|
|
|
228
|
|
||
Payments of other long-term debt
|
(2,630
|
)
|
|
(612
|
)
|
||
Payments of preferred stock dividends
|
(1,800
|
)
|
|
(900
|
)
|
||
Other financing activities - net
|
(35
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(2,366
|
)
|
|
(1,284
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(76
|
)
|
|
(1,643
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,438
|
|
|
(7,351
|
)
|
||
Cash and cash equivalents, beginning of period
|
35,944
|
|
|
62,279
|
|
||
Cash and cash equivalents, end of period
|
$
|
37,382
|
|
|
$
|
54,928
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
||||
Accrued purchases of property, plant and equipment
|
$
|
709
|
|
|
$
|
1,590
|
|
Non-cash financing activities:
|
|
|
|
||||
Accretion of preferred stock dividends
|
$
|
—
|
|
|
$
|
900
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Shareholders' Equity
Attributable to Jason Industries, Inc. |
|
Noncontrolling
Interests |
|
Total Equity
|
||||||||||||||||
Balance at December 31, 2015
|
$
|
45,000
|
|
|
$
|
2
|
|
|
$
|
143,533
|
|
|
$
|
(95,997
|
)
|
|
$
|
(21,456
|
)
|
|
$
|
71,082
|
|
|
$
|
13,912
|
|
|
$
|
84,994
|
|
Dividends declared
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
(900
|
)
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
—
|
|
|
576
|
|
|
—
|
|
|
576
|
|
||||||||
Tax withholding related to vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,506
|
)
|
|
—
|
|
|
(2,506
|
)
|
|
(510
|
)
|
|
(3,016
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,723
|
|
|
2,723
|
|
|
553
|
|
|
3,276
|
|
||||||||
Net changes in unrealized losses on cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,745
|
)
|
|
(1,745
|
)
|
|
(354
|
)
|
|
(2,099
|
)
|
||||||||
Balance at April 1, 2016
|
$
|
45,000
|
|
|
$
|
2
|
|
|
$
|
143,174
|
|
|
$
|
(98,503
|
)
|
|
$
|
(20,478
|
)
|
|
$
|
69,195
|
|
|
$
|
13,601
|
|
|
$
|
82,796
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Shareholders' Equity
Attributable to Jason Industries, Inc. |
|
Noncontrolling
Interests |
|
Total Equity
|
||||||||||||||||
Balance at December 31, 2014
|
$
|
45,000
|
|
|
$
|
2
|
|
|
$
|
140,312
|
|
|
$
|
(21,539
|
)
|
|
$
|
(12,065
|
)
|
|
$
|
151,710
|
|
|
$
|
30,965
|
|
|
$
|
182,675
|
|
Dividends declared
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
(900
|
)
|
||||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
2,063
|
|
|
—
|
|
|
—
|
|
|
2,063
|
|
|
—
|
|
|
2,063
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(743
|
)
|
|
—
|
|
|
(743
|
)
|
|
(151
|
)
|
|
(894
|
)
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,222
|
)
|
|
(8,222
|
)
|
|
(1,672
|
)
|
|
(9,894
|
)
|
||||||||
Balance at March 27, 2015
|
$
|
45,000
|
|
|
$
|
2
|
|
|
$
|
141,475
|
|
|
$
|
(22,282
|
)
|
|
$
|
(20,287
|
)
|
|
$
|
143,908
|
|
|
$
|
29,142
|
|
|
$
|
173,050
|
|
1.
|
Description of Business and Basis of Presentation
|
2.
|
Acquisitions
|
3.
|
Restructuring Costs
|
|
Severance
costs
|
|
Lease
termination
costs
|
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2015
|
$
|
594
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Current period restructuring charges
|
2,613
|
|
|
104
|
|
|
—
|
|
|
2,717
|
|
||||
Cash payments
|
(1,195
|
)
|
|
(344
|
)
|
|
—
|
|
|
(1,539
|
)
|
||||
Balance - April 1, 2016
|
$
|
2,012
|
|
|
$
|
798
|
|
|
$
|
—
|
|
|
$
|
2,810
|
|
|
|
|
|
|
|
|
|
||||||||
|
Severance
costs
|
|
Lease
termination
costs
|
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2014
|
$
|
88
|
|
|
$
|
1,056
|
|
|
$
|
97
|
|
|
$
|
1,241
|
|
Current period restructuring charges
|
141
|
|
|
905
|
|
|
658
|
|
|
1,704
|
|
||||
Cash payments
|
(7
|
)
|
|
(150
|
)
|
|
(755
|
)
|
|
(912
|
)
|
||||
Balance - March 27, 2015
|
$
|
222
|
|
|
$
|
1,811
|
|
|
$
|
—
|
|
|
$
|
2,033
|
|
4.
|
Inventories
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
Raw material
|
$
|
39,006
|
|
|
$
|
40,310
|
|
Work-in-process
|
6,259
|
|
|
4,809
|
|
||
Finished goods
|
33,955
|
|
|
35,313
|
|
||
Total Inventories
|
$
|
79,220
|
|
|
$
|
80,432
|
|
5.
|
Goodwill and Other Intangible Assets
|
|
Finishing
|
|
Acoustics
|
|
Components
|
|
Total
|
||||||||
Balance as of December 31, 2015
|
$
|
43,229
|
|
|
$
|
29,758
|
|
|
$
|
33,183
|
|
|
$
|
106,170
|
|
Foreign currency impact
|
1,112
|
|
|
160
|
|
|
—
|
|
|
1,272
|
|
||||
Balance as of April 1, 2016
|
$
|
44,341
|
|
|
$
|
29,918
|
|
|
$
|
33,183
|
|
|
$
|
107,442
|
|
|
|
||||||||||||||||||||||
|
April 1, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Patents
|
$
|
1,833
|
|
|
$
|
(147
|
)
|
|
$
|
1,686
|
|
|
$
|
1,800
|
|
|
$
|
(62
|
)
|
|
$
|
1,738
|
|
Customer relationships
|
111,512
|
|
|
(10,785
|
)
|
|
100,727
|
|
|
110,722
|
|
|
(8,745
|
)
|
|
101,977
|
|
||||||
Trademarks and other intangibles
|
59,479
|
|
|
(5,843
|
)
|
|
53,636
|
|
|
58,962
|
|
|
(4,762
|
)
|
|
54,200
|
|
||||||
Total amortized other intangible assets
|
$
|
172,824
|
|
|
$
|
(16,775
|
)
|
|
$
|
156,049
|
|
|
$
|
171,484
|
|
|
$
|
(13,569
|
)
|
|
$
|
157,915
|
|
6.
|
Debt and Hedging Instruments
|
|
April 1, 2016
|
|
December 31, 2015
|
||||
First Lien Term Loans
|
$
|
305,350
|
|
|
$
|
306,125
|
|
Second Lien Term Loans
|
110,000
|
|
|
110,000
|
|
||
Debt discount on Term Loans
|
(5,761
|
)
|
|
(6,010
|
)
|
||
Deferred financing costs on Term Loans
|
(8,691
|
)
|
|
(9,087
|
)
|
||
Foreign debt
|
31,061
|
|
|
29,731
|
|
||
Capital lease obligations
|
1,610
|
|
|
1,577
|
|
||
Total debt
|
433,569
|
|
|
432,336
|
|
||
Less: Current portion
|
(6,202
|
)
|
|
(6,186
|
)
|
||
Total long-term debt
|
$
|
427,367
|
|
|
$
|
426,150
|
|
7.
|
Share Based Compensation
|
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Compensation Expense:
|
|
|
|
||||
Restricted Stock Units
|
$
|
254
|
|
|
$
|
785
|
|
Adjusted EBITDA Vesting Awards
|
20
|
|
|
708
|
|
||
Stock Price Vesting Awards
|
29
|
|
|
570
|
|
||
ROIC Vesting Awards
|
45
|
|
|
—
|
|
||
|
348
|
|
|
2,063
|
|
||
Impact of accelerated vesting
|
228
|
|
|
—
|
|
||
Total share-based compensation expense
|
$
|
576
|
|
|
$
|
2,063
|
|
|
|
|
|
||||
Total income tax benefit recognized
|
$
|
214
|
|
|
$
|
774
|
|
|
Restricted Stock Units
|
|
Adjusted EBITDA Vesting Awards
|
|
Stock Price Vesting Awards
|
|
ROIC Vesting Awards
|
||||||||||||||||||||
|
Units
(thousands)
|
|
Weighted-Average Grant-Date Fair Value
|
|
Units
(thousands) |
|
Weighted-Average Grant-Date Fair Value
|
|
Units
(thousands) |
|
Weighted-Average Grant-Date Fair Value
|
|
Units
(thousands) |
|
Weighted-Average Grant-Date Fair Value
|
||||||||||||
Nonvested at December 31, 2015
|
401
|
|
|
$
|
8.70
|
|
|
871
|
|
|
$
|
9.81
|
|
|
878
|
|
|
$
|
3.27
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
74
|
|
|
3.46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
381
|
|
|
3.46
|
|
||||
Vested
|
(41
|
)
|
|
10.49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeited
|
(64
|
)
|
|
9.83
|
|
|
(122
|
)
|
|
10.49
|
|
|
(30
|
)
|
|
3.54
|
|
|
(29
|
)
|
|
3.46
|
|
||||
Nonvested at April 1, 2016
|
370
|
|
|
$
|
7.27
|
|
|
749
|
|
|
$
|
9.47
|
|
|
848
|
|
|
$
|
3.26
|
|
|
352
|
|
|
$
|
3.46
|
|
8.
|
Earnings per Share
|
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Net loss per share attributable to Jason Industries common shareholders
|
|
|
|
||||
Basic and diluted income (loss) per share
|
$
|
(0.15
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
||||
Numerator:
|
|
|
|
||||
Net loss available to common shareholders of Jason Industries
|
$
|
(3,406
|
)
|
|
$
|
(1,643
|
)
|
Denominator:
|
|
|
|
||||
Basic and diluted weighted-average shares outstanding
|
22,388
|
|
|
21,991
|
|
||
|
|
|
|
||||
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
|
302
|
|
|
762
|
|
||
Performance share units
|
1,185
|
|
|
2,026
|
|
||
Total
|
22,620
|
|
|
23,921
|
|
9.
|
Income Taxes
|
10.
|
Equity
|
|
Employee
retirement plan
adjustments
|
|
Foreign currency
translation
adjustments
|
|
Net unrealized gains (losses) on cash flow hedges
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(1,051
|
)
|
|
$
|
(20,237
|
)
|
|
$
|
(168
|
)
|
|
$
|
(21,456
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
2,723
|
|
|
(1,745
|
)
|
|
978
|
|
||||
Balance at April 1, 2016
|
$
|
(1,051
|
)
|
|
$
|
(17,514
|
)
|
|
$
|
(1,913
|
)
|
|
$
|
(20,478
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Employee
retirement plan adjustments |
|
Foreign currency
translation adjustments |
|
Net unrealized gains (losses) on cash flow hedges
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
(1,434
|
)
|
|
$
|
(10,631
|
)
|
|
$
|
—
|
|
|
$
|
(12,065
|
)
|
Other comprehensive (loss) before reclassifications
|
—
|
|
|
(8,222
|
)
|
|
—
|
|
|
(8,222
|
)
|
||||
Balance at March 27, 2015
|
$
|
(1,434
|
)
|
|
$
|
(18,853
|
)
|
|
$
|
—
|
|
|
$
|
(20,287
|
)
|
11.
|
Business Segments, Geographic and Customer Information
|
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Segment Adjusted EBITDA
|
|
|
|
||||
Seating
|
$
|
6,629
|
|
|
$
|
7,960
|
|
Finishing
|
5,229
|
|
|
6,311
|
|
||
Acoustics
|
6,615
|
|
|
4,854
|
|
||
Components
|
4,613
|
|
|
5,173
|
|
||
Total segment Adjusted EBITDA
|
$
|
23,086
|
|
|
$
|
24,298
|
|
Interest expense
|
(422
|
)
|
|
(410
|
)
|
||
Depreciation and amortization of intangible assets
|
(10,205
|
)
|
|
(10,354
|
)
|
||
Loss on disposal of property, plant and equipment - net
|
(703
|
)
|
|
(26
|
)
|
||
Restructuring
|
(2,717
|
)
|
|
(1,704
|
)
|
||
Integration and other restructuring costs
|
(1,589
|
)
|
|
(462
|
)
|
||
Total segment income before income taxes
|
7,450
|
|
|
11,342
|
|
||
Corporate general and administrative expenses
|
(4,747
|
)
|
|
(3,591
|
)
|
||
Corporate interest expense
|
(7,602
|
)
|
|
(7,096
|
)
|
||
Corporate depreciation
|
(92
|
)
|
|
(57
|
)
|
||
Corporate transaction-related expenses
|
—
|
|
|
(176
|
)
|
||
Corporate share based compensation
|
(576
|
)
|
|
(2,063
|
)
|
||
Consolidated loss before income taxes
|
$
|
(5,567
|
)
|
|
$
|
(1,641
|
)
|
|
|
||||||
|
April 1, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Seating
|
$
|
122,776
|
|
|
$
|
119,019
|
|
Finishing
|
254,820
|
|
|
248,210
|
|
||
Acoustics
|
208,500
|
|
|
206,117
|
|
||
Components
|
125,929
|
|
|
124,480
|
|
||
Total segments
|
712,025
|
|
|
697,826
|
|
||
Corporate and eliminations
|
(2,483
|
)
|
|
(734
|
)
|
||
Consolidated
|
$
|
709,542
|
|
|
$
|
697,092
|
|
12.
|
Fair Value Measurements
|
•
|
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.
|
13.
|
Commitments and Contingencies
|
•
|
the Company’s future financial performance;
|
•
|
changes in the market for the Company’s products;
|
•
|
the Company’s expansion plans and opportunities; and
|
•
|
other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.
|
•
|
the level of demand for the Company’s products;
|
•
|
competition in the Company’s markets;
|
•
|
the Company’s ability to grow and manage growth profitably;
|
•
|
the Company’s ability to access additional capital;
|
•
|
changes in applicable laws or regulations;
|
•
|
the Company’s ability to attract and retain qualified personnel;
|
•
|
the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and
|
•
|
other risks and uncertainties indicated in this report, as well as those disclosed in the Company’s other filings with the Securities and Exchange Commission, including those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Net sales
|
$
|
190,974
|
|
|
$
|
175,836
|
|
Cost of goods sold
|
153,083
|
|
|
136,889
|
|
||
Gross profit
|
37,891
|
|
|
38,947
|
|
||
Selling and administrative expenses
|
32,301
|
|
|
31,493
|
|
||
Loss on disposals of property, plant and equipment - net
|
703
|
|
|
26
|
|
||
Restructuring
|
2,717
|
|
|
1,704
|
|
||
Transaction-related expenses
|
—
|
|
|
176
|
|
||
Operating income
|
2,170
|
|
|
5,548
|
|
||
Interest expense
|
(8,024
|
)
|
|
(7,506
|
)
|
||
Equity income
|
169
|
|
|
282
|
|
||
Other income - net
|
118
|
|
|
35
|
|
||
Loss before income taxes
|
(5,567
|
)
|
|
(1,641
|
)
|
||
Tax benefit
|
(2,551
|
)
|
|
(747
|
)
|
||
Net loss
|
$
|
(3,016
|
)
|
|
$
|
(894
|
)
|
Less net loss attributable to noncontrolling interests
|
(510
|
)
|
|
(151
|
)
|
||
Net loss attributable to Jason Industries
|
$
|
(2,506
|
)
|
|
$
|
(743
|
)
|
Accretion of preferred stock dividends
|
900
|
|
|
900
|
|
||
Net loss available to common shareholders of Jason Industries
|
$
|
(3,406
|
)
|
|
$
|
(1,643
|
)
|
|
Three Months Ended
|
|
Increase/(Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Consolidated
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
190,974
|
|
|
$
|
175,836
|
|
|
$
|
15,138
|
|
|
8.6 %
|
|
Adjusted EBITDA
|
18,339
|
|
|
21,003
|
|
|
(2,664
|
)
|
|
(12.7
|
)
|
|||
Adjusted EBITDA % of net sales
|
9.6
|
%
|
|
11.9
|
%
|
|
(230) 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 a reconciliation of Adjusted EBITDA to net loss.
|
|
Three Months Ended
|
||||||
|
April 1, 2016
|
|
March 27, 2015
|
||||
Net loss
|
$
|
(3,016
|
)
|
|
$
|
(894
|
)
|
Tax benefit
|
(2,551
|
)
|
|
(747
|
)
|
||
Interest expense
|
8,024
|
|
|
7,506
|
|
||
Depreciation and amortization
|
10,297
|
|
|
10,411
|
|
||
EBITDA
|
12,754
|
|
|
16,276
|
|
||
Adjustments:
|
|
|
|
||||
Restructuring(1)
|
2,717
|
|
|
1,704
|
|
||
Transaction-related expenses(2)
|
—
|
|
|
176
|
|
||
Integration and other restructuring costs(3)
|
1,589
|
|
|
758
|
|
||
Share based compensation(4)
|
576
|
|
|
2,063
|
|
||
Loss on disposals of fixed assets - net(5)
|
703
|
|
|
26
|
|
||
Total adjustments
|
5,585
|
|
|
4,727
|
|
||
Adjusted EBITDA
|
$
|
18,339
|
|
|
$
|
21,003
|
|
(1)
|
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
3
, “
Restructuring Costs
” of the accompanying condensed consolidated financial statements for further information.
|
(2)
|
Transaction-related expenses primarily consist of professional service fees related to the DRONCO acquisition and the Company’s acquisition and divestiture activities.
|
(3)
|
Integration and other restructuring costs primarily includes equipment move costs and incremental facility preparation and related costs incurred in connection with the start-up of new acoustics segment facilities in Warrensburg, Missouri and Richmond, Indiana. Such costs are not included in restructuring for GAAP purposes.
|
(4)
|
Represents non-cash share based compensation expense for awards under the Company’s 2014 Omnibus Incentive Plan.
|
(5)
|
Loss (gain) on disposals of fixed assets for the
three months ended April 1, 2016
includes a loss of $0.6 million on a seating segment facility held for sale.
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Net sales
|
$
|
51,950
|
|
|
$
|
50,960
|
|
|
$
|
990
|
|
|
1.9
|
%
|
Adjusted EBITDA
|
6,629
|
|
|
7,960
|
|
|
(1,331
|
)
|
|
(16.7
|
)
|
|||
Adjusted EBITDA % of net sales
|
12.8
|
%
|
|
15.6
|
%
|
|
(280) bps
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Net sales
|
$
|
50,276
|
|
|
$
|
42,850
|
|
|
$
|
7,426
|
|
|
17.3
|
%
|
Adjusted EBITDA
|
5,229
|
|
|
6,311
|
|
|
(1,082
|
)
|
|
(17.1
|
)
|
|||
Adjusted EBITDA % of net sales
|
10.4
|
%
|
|
14.7
|
%
|
|
(430) bps
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Net sales
|
$
|
61,911
|
|
|
$
|
50,921
|
|
|
$
|
10,990
|
|
|
21.6
|
%
|
Adjusted EBITDA
|
6,615
|
|
|
4,854
|
|
|
1,761
|
|
|
36.3
|
|
|||
Adjusted EBITDA % of net sales
|
10.7
|
%
|
|
9.5
|
%
|
|
120 bps
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Net sales
|
$
|
26,837
|
|
|
$
|
31,105
|
|
|
$
|
(4,268
|
)
|
|
(13.7
|
) %
|
Adjusted EBITDA
|
4,613
|
|
|
5,173
|
|
|
(560
|
)
|
|
(10.8
|
)
|
|||
Adjusted EBITDA % of net sales
|
17.2
|
%
|
|
16.6
|
%
|
|
60 bps
|
|
Three Months Ended
|
|
Increase/ (Decrease)
|
|||||||||||
(in thousands, except percentages)
|
April 1, 2016
|
|
March 27, 2015
|
|
$
|
|
%
|
|||||||
Adjusted EBITDA
|
$
|
(4,747
|
)
|
|
$
|
(3,295
|
)
|
|
$
|
(1,452
|
)
|
|
44.1
|
%
|
(in thousands)
|
April 1, 2016
|
|
December 31, 2015
|
||||
Accounts receivable—net
|
$
|
98,052
|
|
|
$
|
79,088
|
|
Inventories
|
79,220
|
|
|
80,432
|
|
||
Accounts payable
|
(66,914
|
)
|
|
(56,838
|
)
|
||
NOWC
|
$
|
110,358
|
|
|
$
|
102,682
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
April 1, 2016
|
|
March 27, 2015
|
||||
Cash flows provided by operating activities
|
$
|
10,269
|
|
|
$
|
3,212
|
|
Cash flows used in investing activities
|
(6,389
|
)
|
|
(7,636
|
)
|
||
Cash flows used in financing activities
|
(2,366
|
)
|
|
(1,284
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(76
|
)
|
|
(1,643
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
1,438
|
|
|
(7,351
|
)
|
||
Cash and cash equivalents at beginning of period
|
35,944
|
|
|
62,279
|
|
||
Cash and cash equivalents at end of period
|
$
|
37,382
|
|
|
$
|
54,928
|
|
Depreciation and amortization
|
$
|
10,297
|
|
|
$
|
10,411
|
|
Capital expenditures
|
6,449
|
|
|
7,235
|
|
2016 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
|
January 1 to February 5
|
|
8,545
|
|
$3.37
|
|
—
|
|
N/A
|
February 6 - March 4
|
|
—
|
|
—
|
|
—
|
|
N/A
|
March 5 - April 1
|
|
—
|
|
—
|
|
—
|
|
N/A
|
Total
|
|
8,545
|
|
$3.37
|
|
—
|
|
|
|
JASON INDUSTRIES, INC.
|
|
|
Dated: May 9, 2016
|
/s/ Jeffry N. Quinn
|
|
Jeffry N. Quinn
Chief Executive Officer
(Principal Executive Officer)
|
Dated: May 9, 2016
|
/s/ Sarah C. Sutton
|
|
|
Sarah C. Sutton
Chief Financial Officer
(Principal Financial Officer)
|
|
Exhibit Number
|
|
Description
|
10.1
|
|
Form of Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (Time-Vesting).
|
|
|
|
10.2
|
|
Form of Restricted Stock Unit Agreement pursuant to the Jason Industries, Inc. 2014 Omnibus Incentive Plan (Cliff-Vesting).
|
|
|
|
10.3
|
|
Employment Agreement between the Company and Brian Kobylinski, dated as of April 8, 2016.
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Principal Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Principal Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
2.
|
Position and Duties
.
|
3.
|
Base Salary, Incentive Compensation, Benefits and Expenses
.
|
4.
|
Termination of Employment
.
|
8.
|
Non-Solicitation; Non-Competition
.
|
9.
|
Non-Solicitation; Non-Competition for a Change In Control Termination.
|
21.
|
Section 409A
. Notwithstanding any provision of this Agreement to the contrary:
|
1.
|
I HAVE READ IT CAREFULLY;
|
2.
|
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;
|
3.
|
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
|
4.
|
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;
|
5.
|
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;
|
6.
|
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;
|
7.
|
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
|
8.
|
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
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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/ Jeffry N. Quinn
|
|
|
Jeffry N. Quinn
Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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
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
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|