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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833 East Michigan Street
Suite 900
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
¨
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Non-accelerated filer
ý
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
ý
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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;
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•
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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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•
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the Company’s ability to attract and retain qualified personnel;
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•
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the impact of the U.S. Tax Cuts and Jobs Act;
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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, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors”, of the Company’s subsequently filed Quarterly Reports on Form 10-Q.
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Name
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Age
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Position
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Brian K. Kobylinski
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51
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President and Chief Executive Officer
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Chad M. Paris
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36
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Senior Vice President and Chief Financial Officer
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John J. Hengel
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59
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Vice President—Finance, Treasurer and Assistant Secretary
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Srivas Prasad
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49
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Senior Vice President and General Manager—Acoustics
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Keith A.Walz
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50
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Senior Vice President and General Manager—Finishing
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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;
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•
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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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•
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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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•
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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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•
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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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•
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respond more quickly to new or emerging technologies;
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•
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have greater name recognition, critical mass or geographic market presence;
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•
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be better able to take advantage of acquisition opportunities;
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•
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adapt more quickly to changes in customer requirements;
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•
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devote greater resources to the development, promotion and sale of their products;
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•
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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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•
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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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•
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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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•
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maintain technological leadership in our industry;
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•
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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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•
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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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less flexible employee relationships which can be difficult and expensive to terminate;
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•
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labor unrest;
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•
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political and economic instability (including war and acts of terrorism);
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•
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inadequate infrastructure for our operations (i.e., lack of adequate power, water, transportation and raw materials);
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•
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health concerns and related government actions;
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•
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risk of governmental expropriation of our property;
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•
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less favorable, or relatively undefined, intellectual property laws;
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•
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unexpected changes in regulatory requirements and laws;
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•
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longer customer payment cycles and difficulty in collecting trade accounts receivable;
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•
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export duties, tariffs, import controls and trade barriers (including quotas);
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•
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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;
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•
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adverse changes in tax rates or regulations;
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•
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legal or political constraints on our ability to maintain or increase prices;
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•
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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;
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•
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inability to utilize net operating losses incurred by our foreign operations against future income in the same jurisdiction; and
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•
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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.
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•
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variation in demand for or discontinuation of our customers’ products;
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•
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our customers’ attempts to manage their inventory;
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•
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design changes;
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•
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changes in our customers’ manufacturing strategies; and
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•
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acquisitions of or consolidation among customers.
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•
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paying an excessive price for acquisitions and incurring higher than expected acquisition costs;
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•
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difficulty in integrating acquired operations, systems, assets and businesses;
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•
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difficulty in implementing financial and management controls, reporting systems and procedures;
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•
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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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•
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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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failing to realize the benefits from goodwill and intangible assets resulting from acquisitions which may result in write-downs;
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•
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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 working capital, capital expenditures, debt service requirements, acquisitions or other purposes;
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•
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limit our flexibility in planning for or reacting to changes in our business;
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•
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affect our ability to pay dividends;
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•
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make us more vulnerable in the event of a downturn in our business; and
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•
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affect certain financial covenants with which we must comply in connection with our credit facilities.
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•
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increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;
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•
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requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal, 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;
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•
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placing us at a competitive disadvantage as compared to our competitors that are not as highly leveraged; and
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•
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limiting our ability to borrow additional funds and increasing the cost of any such borrowing.
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•
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actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us;
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•
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changes in the market’s expectations about our operating results;
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•
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success of competitors;
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•
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our operating results failing to meet the expectation of securities analysts or investors in a particular period;
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•
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changes in financial estimates and recommendations by securities analysts concerning the Company or its markets in general;
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•
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operating and stock price performance of other companies that investors deem comparable to the Company;
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•
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our ability to market new and enhanced products on a timely basis;
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•
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changes in laws and regulations affecting our business;
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•
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commencement of, or involvement in, litigation involving the Company;
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•
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changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;
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•
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the volume of securities available for public sale;
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•
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any major change in our board or management;
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•
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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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•
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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.
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no cumulative voting in the election of directors, which limits the ability of minority shareholders to elect director candidates;
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•
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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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•
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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;
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•
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a prohibition on shareholder action by written consent, which forces shareholder action to be taken at an annual or special meeting of our shareholders;
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•
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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;
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limiting the liability of, and providing indemnification to, our directors and officers;
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controlling the procedures for the conduct and scheduling of shareholder meetings;
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•
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providing that directors may be removed prior to the expiration of their terms by shareholders only for cause; and
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•
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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.
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•
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to exercise their warrants and pay the exercise price therefore at a time when it may be disadvantageous for them to do so;
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•
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to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or
|
•
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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.
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Number of Locations
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Square Footage
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|||||||||||||||||
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Manufacturing
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Warehouse
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Sales / Distribution / Admin
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Total
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Owned
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Leased
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Total
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|||||||
Finishing
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15
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—
|
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4
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19
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480,000
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|
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536,000
|
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1,016,000
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Components
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3
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|
|
1
|
|
|
—
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4
|
|
|
—
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445,000
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|
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445,000
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Seating
|
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6
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|
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3
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|
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2
|
|
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11
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200,000
|
|
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581,000
|
|
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781,000
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Acoustics
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7
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3
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|
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2
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12
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65,000
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1,013,000
|
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1,078,000
|
|
|
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31
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|
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7
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8
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|
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46
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|
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745,000
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2,575,000
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3,320,000
|
|
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Common Stock
|
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Warrants
|
||||||||||||
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High
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Low
|
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High
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Low
|
||||||||
2017:
|
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||||||||
First Quarter
|
$
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1.87
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|
$
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1.15
|
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|
$
|
0.07
|
|
|
$
|
0.04
|
|
Second Quarter
|
$
|
1.65
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|
|
$
|
1.14
|
|
|
$
|
0.19
|
|
|
$
|
0.04
|
|
Third Quarter
|
$
|
1.64
|
|
|
$
|
0.77
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
Fourth Quarter
|
$
|
2.64
|
|
|
$
|
1.44
|
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
2016:
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
4.23
|
|
|
$
|
2.77
|
|
|
$
|
0.20
|
|
|
$
|
0.04
|
|
Second Quarter
|
$
|
4.20
|
|
|
$
|
3.52
|
|
|
$
|
0.35
|
|
|
$
|
0.11
|
|
Third Quarter
|
$
|
3.90
|
|
|
$
|
1.87
|
|
|
$
|
0.29
|
|
|
$
|
0.06
|
|
Fourth Quarter
|
$
|
2.37
|
|
|
$
|
1.41
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
2017 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 30 to Novembe
r 3
|
|
—
|
|
—
|
|
—
|
|
N/A
|
November 4 to December 1
|
|
—
|
|
—
|
|
—
|
|
N/A
|
December 2 to December 31
|
|
—
|
|
—
|
|
—
|
|
N/A
|
Total
|
|
—
|
|
—
|
|
—
|
|
|
|
|
10/18/2013
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||||||||
Jason Industries, Inc.
|
|
$
|
100.00
|
|
|
$
|
102.02
|
|
|
$
|
99.49
|
|
|
$
|
38.18
|
|
|
$
|
18.18
|
|
|
$
|
23.94
|
|
S&P SmallCap 600
|
|
$
|
100.00
|
|
|
$
|
109.83
|
|
|
$
|
116.15
|
|
|
$
|
113.86
|
|
|
$
|
144.10
|
|
|
$
|
163.17
|
|
Dow Jones US Diversified Industrials
|
|
$
|
100.00
|
|
|
$
|
116.29
|
|
|
$
|
117.51
|
|
|
$
|
132.60
|
|
|
$
|
147.12
|
|
|
$
|
137.43
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
June 30, 2014
Through
December 31, 2014
|
|
|
January 1, 2014
Through
June 29, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||||||
(in thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
708,366
|
|
|
$
|
325,335
|
|
|
|
$
|
377,151
|
|
|
$
|
680,845
|
|
Cost of goods sold
(1)
|
517,764
|
|
|
574,412
|
|
|
561,076
|
|
|
270,676
|
|
|
|
294,175
|
|
|
527,371
|
|
||||||
Gross profit
(1)
|
130,852
|
|
|
131,107
|
|
|
147,290
|
|
|
54,659
|
|
|
|
82,976
|
|
|
153,474
|
|
||||||
Selling and administrative expenses
|
103,855
|
|
|
113,797
|
|
|
129,371
|
|
|
57,183
|
|
|
|
54,974
|
|
|
108,889
|
|
||||||
Newcomerstown fire gain- net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(12,483
|
)
|
||||||
Impairment charges
|
—
|
|
|
63,285
|
|
|
94,126
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
(Gain) loss on disposals of property, plant and equipment - net
|
(759
|
)
|
|
880
|
|
|
109
|
|
|
57
|
|
|
|
338
|
|
|
22
|
|
||||||
Restructuring
|
4,266
|
|
|
7,232
|
|
|
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 income (loss)
(1)
|
23,490
|
|
|
(54,087
|
)
|
|
(81,002
|
)
|
|
(6,245
|
)
|
|
|
(2,673
|
)
|
|
53,719
|
|
||||||
Interest expense
|
(33,089
|
)
|
|
(31,843
|
)
|
|
(31,835
|
)
|
|
(16,172
|
)
|
|
|
(7,301
|
)
|
|
(20,716
|
)
|
||||||
Gain on extinguishment of debt
|
2,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Equity income
|
952
|
|
|
681
|
|
|
884
|
|
|
381
|
|
|
|
831
|
|
|
2,345
|
|
||||||
Loss on divestiture
|
(8,730
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Gain from sale of joint ventures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,508
|
|
|
—
|
|
||||||
Gain from involuntary conversion of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
6,351
|
|
||||||
Other income - net
|
319
|
|
|
900
|
|
|
97
|
|
|
167
|
|
|
|
107
|
|
|
636
|
|
||||||
(Loss) income before income taxes
(1)
|
(14,857
|
)
|
|
(84,349
|
)
|
|
(111,856
|
)
|
|
(21,869
|
)
|
|
|
(5,528
|
)
|
|
42,335
|
|
||||||
Tax (benefit) provision
(1)
|
(10,384
|
)
|
|
(6,296
|
)
|
|
(22,255
|
)
|
|
(7,889
|
)
|
|
|
(573
|
)
|
|
18,247
|
|
||||||
Net (loss) income
(1)
|
$
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
|
$
|
(13,980
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Less net gain (loss) attributable to noncontrolling interests
|
5
|
|
|
(10,818
|
)
|
|
(15,143
|
)
|
|
(2,362
|
)
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss) income attributable to Jason Industries
(1)
|
$
|
(4,478
|
)
|
|
$
|
(67,235
|
)
|
|
$
|
(74,458
|
)
|
|
$
|
(11,618
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
24,088
|
|
Accretion of preferred stock dividends and redemption premium
|
3,783
|
|
|
3,600
|
|
|
3,600
|
|
|
1,810
|
|
|
|
—
|
|
|
2,405
|
|
||||||
Net (loss) income available to common shareholders of Jason Industries
(1)
|
$
|
(8,261
|
)
|
|
$
|
(70,835
|
)
|
|
(78,058
|
)
|
|
$
|
(13,428
|
)
|
|
|
$
|
(4,955
|
)
|
|
$
|
21,683
|
|
|
(Loss) earnings per share: Basic and diluted
(1)
|
$
|
(0.32
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(3.53
|
)
|
|
$
|
(0.61
|
)
|
|
|
$
|
(4,955.00
|
)
|
|
$
|
21,683.00
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic and diluted
|
26,082
|
|
|
22,507
|
|
|
22,145
|
|
|
21,991
|
|
|
|
1
|
|
|
1
|
|
||||||
Cash dividends paid per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
43,055
|
|
(1)
|
Amounts in 2016 have been revised for prior period errors as described within
Note 2
, “
Revision of Previously Reported Financial Information
”.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
As of December 31,
|
|
|
As of December 31, 2013
|
||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
|
|||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
48,887
|
|
|
$
|
40,861
|
|
|
$
|
35,944
|
|
|
$
|
62,279
|
|
|
|
$
|
16,318
|
|
Total assets
(1)
|
546,323
|
|
|
583,836
|
|
|
697,092
|
|
|
788,733
|
|
|
|
420,330
|
|
|||||
Long-term debt
|
391,768
|
|
|
416,945
|
|
|
426,150
|
|
|
404,635
|
|
|
|
233,144
|
|
|||||
Total liabilities
(1)
|
540,639
|
|
|
586,978
|
|
|
612,098
|
|
|
606,058
|
|
|
|
389,858
|
|
|||||
Total stockholders’ equity (deficit)
(1)
|
5,684
|
|
|
(3,142
|
)
|
|
84,994
|
|
|
182,675
|
|
|
|
30,472
|
|
(1)
|
Amounts in 2016 have been revised for prior period errors as described within
Note 2
, “
Revision of Previously Reported Financial Information
”.
|
•
|
modest global GDP growth;
|
•
|
increasing global industrial production;
|
•
|
slowing demand in the North American automotive industry;
|
•
|
lower demand in the motorcycle industry;
|
•
|
declining demand in the North American rail industry;
|
•
|
continued strength in the power sport and construction industries; and
|
•
|
normal seasonal demand in the lawn and turf care market.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
(in thousands)
|
|
|
|||||||||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
708,366
|
|
Cost of goods sold
|
517,764
|
|
|
574,412
|
|
|
561,076
|
|
|||
Gross profit
|
130,852
|
|
|
131,107
|
|
|
147,290
|
|
|||
Selling and administrative expenses
|
103,855
|
|
|
113,797
|
|
|
129,371
|
|
|||
Impairment charges
|
—
|
|
|
63,285
|
|
|
94,126
|
|
|||
(Gain) loss on disposals of property, plant and equipment - net
|
(759
|
)
|
|
880
|
|
|
109
|
|
|||
Restructuring
|
4,266
|
|
|
7,232
|
|
|
3,800
|
|
|||
Transaction-related expenses
|
—
|
|
|
—
|
|
|
886
|
|
|||
Operating income (loss)
|
23,490
|
|
|
(54,087
|
)
|
|
(81,002
|
)
|
|||
Interest expense
|
(33,089
|
)
|
|
(31,843
|
)
|
|
(31,835
|
)
|
|||
Gain on extinguishment of debt
|
2,201
|
|
|
—
|
|
|
—
|
|
|||
Equity income
|
952
|
|
|
681
|
|
|
884
|
|
|||
Loss on divestiture
|
(8,730
|
)
|
|
—
|
|
|
—
|
|
|||
Other income - net
|
319
|
|
|
900
|
|
|
97
|
|
|||
Loss before income taxes
|
(14,857
|
)
|
|
(84,349
|
)
|
|
(111,856
|
)
|
|||
Tax benefit
|
(10,384
|
)
|
|
(6,296
|
)
|
|
(22,255
|
)
|
|||
Net loss
|
$
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
Less net gain (loss) attributable to noncontrolling interests
|
5
|
|
|
(10,818
|
)
|
|
(15,143
|
)
|
|||
Net loss attributable to Jason Industries
|
$
|
(4,478
|
)
|
|
$
|
(67,235
|
)
|
|
$
|
(74,458
|
)
|
Accretion of preferred stock dividends and redemption premium
|
3,783
|
|
|
3,600
|
|
|
3,600
|
|
|||
Net loss available to common shareholders of Jason Industries
|
$
|
(8,261
|
)
|
|
$
|
(70,835
|
)
|
|
$
|
(78,058
|
)
|
(in thousands, except percentages)
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
|
|
$
|
|
%
|
||||||||||
Consolidated
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
(56,903
|
)
|
|
(8.1)%
|
|
Net loss
|
(4,473
|
)
|
|
(78,053
|
)
|
|
(73,580
|
)
|
|
(94.3
|
)
|
|||
Net loss as a % of net sales
|
0.7
|
%
|
|
11.1
|
%
|
|
(1,040) bps
|
|||||||
Adjusted EBITDA
|
67,752
|
|
|
64,160
|
|
|
3,592
|
|
|
5.6
|
|
|||
Adjusted EBITDA as a % of net sales
|
10.4
|
%
|
|
9.1
|
%
|
|
130 bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Consolidated
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
705,519
|
|
|
$
|
708,366
|
|
|
$
|
(2,847
|
)
|
|
(0.4
|
)%
|
Net loss
|
(78,053
|
)
|
|
(89,601
|
)
|
|
(11,548
|
)
|
|
(12.9
|
)
|
|||
Net loss as a % of net sales
|
11.1
|
%
|
|
12.6
|
%
|
|
(150) bps
|
|||||||
Adjusted EBITDA
|
64,160
|
|
|
81,164
|
|
|
(17,004
|
)
|
|
(21.0
|
)
|
|||
Adjusted EBITDA as a % of net sales
|
9.1
|
%
|
|
11.5
|
%
|
|
(240) 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.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Net loss
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
|
Tax benefit
|
(10,384
|
)
|
|
(6,296
|
)
|
|
(22,255
|
)
|
|||
Interest expense
|
33,089
|
|
|
31,843
|
|
|
31,835
|
|
|||
Depreciation and amortization
|
38,934
|
|
|
44,041
|
|
|
45,248
|
|
|||
EBITDA
|
57,166
|
|
|
(8,465
|
)
|
|
(34,773
|
)
|
|||
Adjustments:
|
|
|
|
|
|
||||||
Impairment charges
(1)
|
—
|
|
|
63,285
|
|
|
94,126
|
|
|||
Restructuring
(2)
|
4,266
|
|
|
7,232
|
|
|
3,800
|
|
|||
Transaction-related expenses
(3)
|
—
|
|
|
—
|
|
|
886
|
|
|||
Integration and other restructuring costs
(4)
|
(569
|
)
|
|
1,980
|
|
|
9,047
|
|
|||
Share-based compensation
(5)
|
1,119
|
|
|
(752
|
)
|
|
7,969
|
|
|||
Gain (loss) on disposals of property, plant and equipment - net
(6)
|
(759
|
)
|
|
880
|
|
|
109
|
|
|||
Gain on extinguishment of debt
(7)
|
(2,201
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on divestiture
(8)
|
8,730
|
|
|
—
|
|
|
—
|
|
|||
Total adjustments
|
10,586
|
|
|
72,625
|
|
|
115,937
|
|
|||
Adjusted EBITDA
|
$
|
67,752
|
|
|
$
|
64,160
|
|
|
$
|
81,164
|
|
(1)
|
Charges for the
year ended December 31, 2016
primarily relate to non-cash impairment of goodwill of
$29.8 million
and
$33.2 million
in the acoustics and components segments, respectively. Charges for the
year ended December 31, 2015
represent 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.
|
(4)
|
In 2017, integration and restructuring costs includes the reversal of a liability recorded in acquisition accounting from the Business Combination in 2014. In 2016, integration and other restructuring costs includes costs associated with the start-up of new acoustics segment facilities in Warrensburg, Missouri and Richmond, Indiana. Additionally, integration and other restructuring costs in 2016 includes a $0.6 million reversal of a reserve related to the Newcomerstown fire recorded in acquisition accounting for the Business Combination in 2014 and
$0.7 million
of charges recorded to reduce inventory balances to estimated net realizable value at our Brazil location within the finishing segment. In 2015, integration and other restructuring costs also includes $5.9 million of severance and expenses related to the transitions of the Company’s then 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. Such costs are not included in restructuring for GAAP purposes.
|
(5)
|
Represents non-cash share based compensation expense for awards under the Company’s 2014 Omnibus Incentive Plan. During 2016, share based compensation included $2.5 million of income due to a decrease in assumed vesting levels of Adjusted EBITDA based awards. In 2015, share based compensation included $2.9 million of expense due to accelerated vesting of restricted stock units related to the transitions of the Company’s then CEO and CFO. See
Note 12
, “
Share Based Compensation
” of the accompanying consolidated financial statements for further information.
|
(6)
|
Gain on disposals of property, plant and equipment - net for the
year ended December 31, 2017
includes a gain of $0.5 million on the sale of a building related to the closure of the finishing segment’s Richmond, Virginia facility and a gain of $0.4 million on the sale of equipment related to the closure of the components segment’s Buffalo Grove, Illinois facility. Loss on disposals of property, plant and equipment - net for the
year ended December 31, 2016
includes a loss of $0.6 million on sale of a seating segment facility.
|
(7)
|
Represents gains on extinguishment of second lien term loan debt, net of a prepayment fee to retire foreign debt in the fourth quarter of 2017. See
Note 9
, “
Debt and Hedging Instruments
” of the accompanying consolidated financial statements for further information.
|
(8)
|
On August 30, 2017, the Company completed the divestiture of its Acoustics Europe business. The divestiture resulted in a $8.7 million pre-tax loss, of which $7.9 million was recorded in the second quarter of 2017 when the business was classified as held for sale and $0.8 million was recorded in the third quarter of 2017 upon closing of the divestiture. See
Note 4
, “
Divestiture
” of the accompanying consolidated financial statements for further information.
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
200,284
|
|
|
$
|
196,883
|
|
|
$
|
3,401
|
|
|
1.7
|
%
|
Adjusted EBITDA
|
27,661
|
|
|
24,200
|
|
|
3,461
|
|
|
14.3
|
|
|||
Adjusted EBITDA % of net sales
|
13.8
|
%
|
|
12.3
|
%
|
|
150 bps
|
|||||||
Components
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
82,621
|
|
|
$
|
97,667
|
|
|
$
|
(15,046
|
)
|
|
(15.4
|
)%
|
Adjusted EBITDA
|
9,888
|
|
|
14,249
|
|
|
(4,361
|
)
|
|
(30.6
|
)
|
|||
Adjusted EBITDA % of net sales
|
12.0
|
%
|
|
14.6
|
%
|
|
(260) bps
|
|||||||
Seating
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
159,129
|
|
|
$
|
161,050
|
|
|
$
|
(1,921
|
)
|
|
(1.2
|
)%
|
Adjusted EBITDA
|
16,348
|
|
|
16,122
|
|
|
226
|
|
|
1.4
|
|
|||
Adjusted EBITDA % of net sales
|
10.3
|
%
|
|
10.0
|
%
|
|
30 bps
|
|||||||
Acoustics
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
206,582
|
|
|
$
|
249,919
|
|
|
$
|
(43,337
|
)
|
|
(17.3
|
)%
|
Adjusted EBITDA
|
27,341
|
|
|
27,202
|
|
|
139
|
|
|
0.5
|
|
|||
Adjusted EBITDA % of net sales
|
13.2
|
%
|
|
10.9
|
%
|
|
230 bps
|
|||||||
Corporate
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA
|
$
|
(13,486
|
)
|
|
$
|
(17,613
|
)
|
|
$
|
4,127
|
|
|
23.4
|
%
|
Consolidated
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
(56,903
|
)
|
|
(8.1
|
)%
|
Adjusted EBITDA
|
67,752
|
|
|
64,160
|
|
|
3,592
|
|
|
5.6
|
|
|||
Adjusted EBITDA % of net sales
|
10.4
|
%
|
|
9.1
|
%
|
|
130 bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Finishing
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
196,883
|
|
|
$
|
191,394
|
|
|
$
|
5,489
|
|
|
2.9
|
%
|
Adjusted EBITDA
|
24,200
|
|
|
25,799
|
|
|
(1,599
|
)
|
|
(6.2
|
)
|
|||
Adjusted EBITDA % of net sales
|
12.3
|
%
|
|
13.5
|
%
|
|
(120) bps
|
|||||||
Components
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
97,667
|
|
|
$
|
122,133
|
|
|
$
|
(24,466
|
)
|
|
(20.0
|
)%
|
Adjusted EBITDA
|
14,249
|
|
|
20,943
|
|
|
(6,694
|
)
|
|
(32.0
|
)
|
|||
Adjusted EBITDA % of net sales
|
14.6
|
%
|
|
17.1
|
%
|
|
(250) bps
|
|||||||
Seating
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
161,050
|
|
|
$
|
176,792
|
|
|
$
|
(15,742
|
)
|
|
(8.9
|
)%
|
Adjusted EBITDA
|
16,122
|
|
|
19,766
|
|
|
(3,644
|
)
|
|
(18.4
|
)
|
|||
Adjusted EBITDA % of net sales
|
10.0
|
%
|
|
11.2
|
%
|
|
(120) bps
|
|||||||
Acoustics
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
249,919
|
|
|
$
|
218,047
|
|
|
$
|
31,872
|
|
|
14.6
|
%
|
Adjusted EBITDA
|
27,202
|
|
|
27,515
|
|
|
(313
|
)
|
|
(1.1
|
)
|
|||
Adjusted EBITDA % of net sales
|
10.9
|
%
|
|
12.6
|
%
|
|
(170) bps
|
|||||||
Corporate
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA
|
$
|
(17,613
|
)
|
|
$
|
(12,859
|
)
|
|
$
|
(4,754
|
)
|
|
(37.0
|
)%
|
Consolidated
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
705,519
|
|
|
$
|
708,366
|
|
|
$
|
(2,847
|
)
|
|
(0.4
|
)%
|
Adjusted EBITDA
|
64,160
|
|
|
81,164
|
|
|
(17,004
|
)
|
|
(21.0
|
)
|
|||
Adjusted EBITDA % of net sales
|
9.1
|
%
|
|
11.5
|
%
|
|
(240) bps
|
Finishing Segment
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
200,284
|
|
|
$
|
196,883
|
|
|
$
|
3,401
|
|
|
1.7
|
%
|
Adjusted EBITDA
|
27,661
|
|
|
24,200
|
|
|
3,461
|
|
|
14.3
|
|
|||
Adjusted EBITDA % of net sales
|
13.8
|
%
|
|
12.3
|
%
|
|
150 bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
196,883
|
|
|
$
|
191,394
|
|
|
$
|
5,489
|
|
|
2.9
|
%
|
Adjusted EBITDA
|
24,200
|
|
|
25,799
|
|
|
(1,599
|
)
|
|
(6.2
|
)
|
|||
Adjusted EBITDA % of net sales
|
12.3
|
%
|
|
13.5
|
%
|
|
(120) bps
|
Components Segment
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
82,621
|
|
|
$
|
97,667
|
|
|
$
|
(15,046
|
)
|
|
(15.4
|
)%
|
Adjusted EBITDA
|
9,888
|
|
|
14,249
|
|
|
(4,361
|
)
|
|
(30.6
|
)
|
|||
Adjusted EBITDA % of net sales
|
12.0
|
%
|
|
14.6
|
%
|
|
(260) bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
97,667
|
|
|
$
|
122,133
|
|
|
$
|
(24,466
|
)
|
|
(20.0
|
)%
|
Adjusted EBITDA
|
14,249
|
|
|
20,943
|
|
|
(6,694
|
)
|
|
(32.0
|
)
|
|||
Adjusted EBITDA % of net sales
|
14.6
|
%
|
|
17.1
|
%
|
|
(250) bps
|
Seating Segment
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
159,129
|
|
|
$
|
161,050
|
|
|
$
|
(1,921
|
)
|
|
(1.2
|
)%
|
Adjusted EBITDA
|
16,348
|
|
|
16,122
|
|
|
226
|
|
|
1.4
|
|
|||
Adjusted EBITDA % of net sales
|
10.3
|
%
|
|
10.0
|
%
|
|
30 bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
161,050
|
|
|
$
|
176,792
|
|
|
$
|
(15,742
|
)
|
|
(8.9
|
)%
|
Adjusted EBITDA
|
16,122
|
|
|
19,766
|
|
|
(3,644
|
)
|
|
(18.4
|
)
|
|||
Adjusted EBITDA % of net sales
|
10.0
|
%
|
|
11.2
|
%
|
|
(120) bps
|
Acoustics Segment
|
|
|
|
|
|
|
|
|||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
206,582
|
|
|
$
|
249,919
|
|
|
$
|
(43,337
|
)
|
|
(17.3
|
)%
|
Adjusted EBITDA
|
27,341
|
|
|
27,202
|
|
|
139
|
|
|
0.5
|
|
|||
Adjusted EBITDA % of net sales
|
13.2
|
%
|
|
10.9
|
%
|
|
230 bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Net sales
|
$
|
249,919
|
|
|
$
|
218,047
|
|
|
$
|
31,872
|
|
|
14.6
|
%
|
Adjusted EBITDA
|
27,202
|
|
|
27,515
|
|
|
(313
|
)
|
|
(1.1
|
)
|
|||
Adjusted EBITDA % of net sales
|
10.9
|
%
|
|
12.6
|
%
|
|
(170) bps
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|
Increase/(Decrease)
|
|||||||||
(in thousands, except percentages)
|
|
|
$
|
|
%
|
|||||||||
Adjusted EBITDA
|
$
|
(17,613
|
)
|
|
$
|
(12,859
|
)
|
|
$
|
(4,754
|
)
|
|
(37.0
|
)%
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Interest rate swaps:
|
|
|
|
||||
Recorded in other assets - net
|
$
|
537
|
|
|
$
|
—
|
|
Recorded in other current liabilities
|
$
|
(458
|
)
|
|
$
|
(1,916
|
)
|
Recorded in other long-term liabilities
|
—
|
|
|
(133
|
)
|
||
Total net asset (liability) derivatives designated as hedging instruments
|
$
|
79
|
|
|
$
|
(2,049
|
)
|
(in thousands)
|
December 31, 2017
|
|
December 31, 2016
|
||||
Accounts receivable—net
|
68,626
|
|
|
77,837
|
|
||
Inventories
|
70,819
|
|
|
73,601
|
|
||
Accounts payable
|
(53,668
|
)
|
|
(61,160
|
)
|
||
NOWC
|
$
|
85,777
|
|
|
$
|
90,278
|
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
(in thousands)
|
|
|
|||||||||
Cash flows provided by operating activities
|
$
|
30,091
|
|
|
$
|
35,117
|
|
|
$
|
39,034
|
|
Cash flows provided by (used in) investing activities
|
715
|
|
|
(16,453
|
)
|
|
(67,564
|
)
|
|||
Cash flows (used in) provided by financing activities
|
(24,278
|
)
|
|
(12,843
|
)
|
|
5,206
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,498
|
|
|
(904
|
)
|
|
(3,011
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
8,026
|
|
|
4,917
|
|
|
(26,335
|
)
|
|||
Cash and cash equivalents, beginning of period
|
40,861
|
|
|
35,944
|
|
|
62,279
|
|
|||
Cash and cash equivalents, end of period
|
$
|
48,887
|
|
|
$
|
40,861
|
|
|
$
|
35,944
|
|
Depreciation and amortization
|
$
|
38,934
|
|
|
$
|
44,041
|
|
|
$
|
45,248
|
|
Capital expenditures
|
$
|
15,873
|
|
|
$
|
19,780
|
|
|
$
|
32,786
|
|
Cash paid during the year for interest
|
$
|
30,242
|
|
|
$
|
28,717
|
|
|
$
|
28,969
|
|
Cash paid during the year for income taxes, net of refunds
|
$
|
6,843
|
|
|
$
|
7,163
|
|
|
$
|
4,349
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Long-term debt obligations under U.S. credit agreement
|
|
$
|
388,025
|
|
|
$
|
5,599
|
|
|
$
|
6,200
|
|
|
$
|
376,226
|
|
|
$
|
—
|
|
Other long-term debt obligations
|
|
21,795
|
|
|
3,846
|
|
|
7,175
|
|
|
5,860
|
|
|
4,914
|
|
|||||
Interest payments on long-term debt obligations
(1)
|
|
108,343
|
|
|
28,872
|
|
|
56,523
|
|
|
22,787
|
|
|
161
|
|
|||||
Capital lease obligations
(2)
|
|
840
|
|
|
259
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
(3)
|
|
60,703
|
|
|
10,243
|
|
|
17,447
|
|
|
15,187
|
|
|
17,826
|
|
|||||
Purchase obligations
(4)
|
|
786
|
|
|
653
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|||||
Multiemployer and UK pension obligations
(5)
|
|
3,325
|
|
|
382
|
|
|
763
|
|
|
763
|
|
|
1,417
|
|
|||||
Total before other long-term liabilities
|
|
$
|
583,817
|
|
|
$
|
49,854
|
|
|
$
|
88,822
|
|
|
$
|
420,823
|
|
|
$
|
24,318
|
|
Other long-term liabilities
(6)
|
|
18,960
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
$
|
602,777
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts represent the expected cash payments of interest expense on all long-term debt obligations and were calculated using interest rates in place as of
December 31, 2017
and assuming that the underlying debt obligations will be repaid in accordance with their terms.
|
(2)
|
Amounts represent the expected cash payments of capital lease obligations.
|
(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)
|
Represents 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.
|
(6)
|
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, the Company is unable to determine the ultimate timing of these liabilities and, therefore, no payment amounts were included in the “payments due by period” portion of the contractual obligations table.
|
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
|
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.
|
|
1Q
|
|
2Q
(1)
|
|
3Q
|
|
4Q
|
|
Full Year
|
||||||||||
(in thousands, except percentages)
|
2017
|
|
2017
|
|
2017
|
|
2017
|
|
2017
|
||||||||||
Net sales
|
$
|
175,193
|
|
|
$
|
172,477
|
|
|
$
|
155,430
|
|
|
$
|
145,516
|
|
|
$
|
648,616
|
|
Gross profit
|
34,609
|
|
|
35,644
|
|
|
31,973
|
|
|
28,626
|
|
|
130,852
|
|
|||||
Loss on divestiture
|
—
|
|
|
(7,888
|
)
|
|
(842
|
)
|
|
—
|
|
|
(8,730
|
)
|
|||||
Net (loss) income
|
(493
|
)
|
|
(4,737
|
)
|
|
(1,601
|
)
|
|
2,358
|
|
|
(4,473
|
)
|
|||||
Less net income attributable to noncontrolling interests
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Net (loss) income attributable to Jason Industries
|
(498
|
)
|
|
(4,737
|
)
|
|
(1,601
|
)
|
|
2,358
|
|
|
(4,478
|
)
|
|||||
Accretion of preferred stock dividends and redemption premium
|
918
|
|
|
936
|
|
|
955
|
|
|
974
|
|
|
3,783
|
|
|||||
Net (loss) income available to common shareholders of Jason Industries
|
$
|
(1,416
|
)
|
|
$
|
(5,673
|
)
|
|
$
|
(2,556
|
)
|
|
$
|
1,384
|
|
|
$
|
(8,261
|
)
|
Net (loss) income per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.32
|
)
|
Diluted
|
(0.05
|
)
|
|
(0.22
|
)
|
|
(0.10
|
)
|
|
0.05
|
|
|
(0.32
|
)
|
|||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
25,784
|
|
|
26,042
|
|
|
26,241
|
|
|
26,255
|
|
|
26,082
|
|
|||||
Diluted
|
25,784
|
|
|
26,042
|
|
|
26,241
|
|
|
26,785
|
|
|
26,082
|
|
|
1Q
|
|
2Q
|
|
3Q
|
|
4Q
|
|
Full Year
|
||||||||||
(in thousands, except percentages)
|
2016
|
|
2016
|
|
2016
|
|
2016
|
|
2016
|
||||||||||
Net sales
|
$
|
190,974
|
|
|
$
|
185,687
|
|
|
$
|
170,108
|
|
|
$
|
158,750
|
|
|
$
|
705,519
|
|
Gross profit
|
37,791
|
|
|
37,039
|
|
|
30,847
|
|
|
25,430
|
|
|
131,107
|
|
|||||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
63,285
|
|
|
63,285
|
|
|||||
Net loss
|
(3,088
|
)
|
|
(2,454
|
)
|
|
(2,547
|
)
|
|
(69,964
|
)
|
|
(78,053
|
)
|
|||||
Less net loss attributable to noncontrolling interests
|
(510
|
)
|
|
(400
|
)
|
|
(415
|
)
|
|
(9,493
|
)
|
|
(10,818
|
)
|
|||||
Net loss attributable to Jason Industries
|
(2,578
|
)
|
|
(2,054
|
)
|
|
(2,132
|
)
|
|
(60,471
|
)
|
|
(67,235
|
)
|
|||||
Accretion of preferred stock dividends and redemption premium
|
900
|
|
|
900
|
|
|
900
|
|
|
900
|
|
|
3,600
|
|
|||||
Net loss available to common shareholders of Jason Industries
|
$
|
(3,478
|
)
|
|
$
|
(2,954
|
)
|
|
$
|
(3,032
|
)
|
|
$
|
(61,371
|
)
|
|
$
|
(70,835
|
)
|
Net loss per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(2.70
|
)
|
|
$
|
(3.15
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
22,388
|
|
|
22,395
|
|
|
22,499
|
|
|
22,758
|
|
|
22,507
|
|
(1)
|
The second quarter of 2017 includes revision adjustments for a $1.2 million error in the loss on divestiture related to the calculation of the write down of the Company’s Acoustics European operations and a $0.1 million error for the understatement of depreciation expense for the second quarter ended June 30, 2017. The adjustments decreased gross profit by $0.1 million, increased the loss on divestiture by $1.2 million and increased the net loss, net loss attributable to Jason Industries and net loss available to common shareholders of Jason Industries by $1.3 million. See
Note 2
, “
Revision of Previously Reported Financial Information
”.
|
Index to Consolidated Financial Statements
|
|
|
As of December 31, 2017 and 2016, for the years ended December 31, 2017, December 31, 2016, and December 31, 2015
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
Index to Financial Statement Schedules
|
|
|
|
Jason Industries, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
|
|||||||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
708,366
|
|
Cost of goods sold
|
517,764
|
|
|
574,412
|
|
|
561,076
|
|
|||
Gross profit
|
130,852
|
|
|
131,107
|
|
|
147,290
|
|
|||
Selling and administrative expenses
|
103,855
|
|
|
113,797
|
|
|
129,371
|
|
|||
Impairment charges
|
—
|
|
|
63,285
|
|
|
94,126
|
|
|||
(Gain) loss on disposals of property, plant and equipment - net
|
(759
|
)
|
|
880
|
|
|
109
|
|
|||
Restructuring
|
4,266
|
|
|
7,232
|
|
|
3,800
|
|
|||
Transaction-related expenses
|
—
|
|
|
—
|
|
|
886
|
|
|||
Operating income (loss)
|
23,490
|
|
|
(54,087
|
)
|
|
(81,002
|
)
|
|||
Interest expense
|
(33,089
|
)
|
|
(31,843
|
)
|
|
(31,835
|
)
|
|||
Gain on extinguishment of debt
|
2,201
|
|
|
—
|
|
|
—
|
|
|||
Equity income
|
952
|
|
|
681
|
|
|
884
|
|
|||
Loss on divestiture
|
(8,730
|
)
|
|
—
|
|
|
—
|
|
|||
Other income - net
|
319
|
|
|
900
|
|
|
97
|
|
|||
Loss before income taxes
|
(14,857
|
)
|
|
(84,349
|
)
|
|
(111,856
|
)
|
|||
Tax benefit
|
(10,384
|
)
|
|
(6,296
|
)
|
|
(22,255
|
)
|
|||
Net loss
|
$
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
Less net gain (loss) attributable to noncontrolling interests
|
5
|
|
|
(10,818
|
)
|
|
(15,143
|
)
|
|||
Net loss attributable to Jason Industries
|
$
|
(4,478
|
)
|
|
$
|
(67,235
|
)
|
|
$
|
(74,458
|
)
|
Accretion of preferred stock dividends and redemption premium
|
3,783
|
|
|
3,600
|
|
|
3,600
|
|
|||
Net loss available to common shareholders of Jason Industries
|
$
|
(8,261
|
)
|
|
$
|
(70,835
|
)
|
|
$
|
(78,058
|
)
|
|
|
|
|
|
|
||||||
Net loss per share available to common shareholders of Jason Industries:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.32
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(3.53
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
26,082
|
|
|
22,507
|
|
|
22,145
|
|
Jason Industries, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
|
|||||||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Net loss
|
$
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Employee retirement plan adjustments, net of tax expense (benefit) of $73, ($95), and $18, respectively
|
373
|
|
|
(624
|
)
|
|
461
|
|
|||
Foreign currency translation adjustments
|
10,542
|
|
|
(4,787
|
)
|
|
(11,560
|
)
|
|||
Net change in unrealized gains (losses) on cash flow hedges, net of tax expense (benefit) of $814, ($659), and ($126), respectively
|
1,317
|
|
|
(1,064
|
)
|
|
(202
|
)
|
|||
Total other comprehensive income (loss)
|
12,232
|
|
|
(6,475
|
)
|
|
(11,301
|
)
|
|||
Comprehensive income (loss)
|
7,759
|
|
|
(84,528
|
)
|
|
(100,902
|
)
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
43
|
|
|
(11,870
|
)
|
|
(17,053
|
)
|
|||
Comprehensive income (loss) attributable to Jason Industries
|
$
|
7,716
|
|
|
$
|
(72,658
|
)
|
|
$
|
(83,849
|
)
|
Jason Industries, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
|
|||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
48,887
|
|
|
$
|
40,861
|
|
Accounts receivable - net of allowances for doubtful accounts of $2,959 and $3,392 at 2017 and 2016, respectively
|
68,626
|
|
|
77,837
|
|
||
Inventories - net
|
70,819
|
|
|
73,601
|
|
||
Other current assets
|
15,655
|
|
|
17,866
|
|
||
Total current assets
|
203,987
|
|
|
210,165
|
|
||
Property, plant and equipment - net
|
154,196
|
|
|
177,823
|
|
||
Goodwill
|
45,142
|
|
|
42,157
|
|
||
Other intangible assets - net
|
131,499
|
|
|
144,258
|
|
||
Other assets - net
|
11,499
|
|
|
9,433
|
|
||
Total assets
|
$
|
546,323
|
|
|
$
|
583,836
|
|
Liabilities and Shareholders' Equity (Deficit)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
9,704
|
|
|
$
|
8,179
|
|
Accounts payable
|
53,668
|
|
|
61,160
|
|
||
Accrued compensation and employee benefits
|
17,433
|
|
|
13,207
|
|
||
Accrued interest
|
276
|
|
|
191
|
|
||
Other current liabilities
|
19,806
|
|
|
24,807
|
|
||
Total current liabilities
|
100,887
|
|
|
107,544
|
|
||
Long-term debt
|
391,768
|
|
|
416,945
|
|
||
Deferred income taxes
|
25,699
|
|
|
42,608
|
|
||
Other long-term liabilities
|
22,285
|
|
|
19,881
|
|
||
Total liabilities
|
540,639
|
|
|
586,978
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
||||
Shareholders' Equity (Deficit)
|
|
|
|
||||
Preferred stock, $0.0001 par value (5,000,000 shares authorized, 49,665 shares issued and outstanding at December 31, 2017, including 968 shares declared on November 28, 2017 and issued on January 1, 2018, and 45,899 shares issued and outstanding at December 31, 2016, including 899 shares declared on December 15, 2016 and issued on January 1, 2017)
|
$
|
49,665
|
|
|
$
|
45,899
|
|
Jason Industries common stock, $0.0001 par value (120,000,000 shares authorized, 25,966,381 shares issued and outstanding at December 31, 2017 and 24,802,196 shares issued and outstanding at December 31, 2016)
|
3
|
|
|
2
|
|
||
Additional paid-in capital
|
143,788
|
|
|
144,666
|
|
||
Retained deficit
|
(167,710
|
)
|
|
(163,232
|
)
|
||
Accumulated other comprehensive loss
|
(20,062
|
)
|
|
(30,372
|
)
|
||
Shareholders' equity (deficit) attributable to Jason Industries
|
5,684
|
|
|
(3,037
|
)
|
||
Noncontrolling interests
|
—
|
|
|
(105
|
)
|
||
Total shareholders' equity (deficit)
|
5,684
|
|
|
(3,142
|
)
|
||
Total liabilities and shareholders' equity (deficit)
|
$
|
546,323
|
|
|
$
|
583,836
|
|
Jason Industries, Inc.
Consolidated Statements of Shareholders’ Equity (Deficit)
(In thousands)
|
||||||||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Retained
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Shareholders'
Equity (Deficit)
Attributable to Jason Industries, Inc. |
|
Noncontrolling
Interests |
|
Total Shareholders’
Equity (Deficit)
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at December 31, 2014
|
45
|
|
|
$
|
45,000
|
|
|
21,991
|
|
|
$
|
2
|
|
|
$
|
140,312
|
|
|
$
|
(21,539
|
)
|
|
$
|
(12,065
|
)
|
|
$
|
151,710
|
|
|
$
|
30,965
|
|
|
$
|
182,675
|
|
|
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,600
|
)
|
|
—
|
|
|
—
|
|
|
(3,600
|
)
|
|
—
|
|
|
(3,600
|
)
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
515
|
|
|
—
|
|
|
7,969
|
|
|
—
|
|
|
—
|
|
|
7,969
|
|
|
—
|
|
|
7,969
|
|
|||||||||
Tax withholding related to vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,458
|
)
|
|
—
|
|
|
(74,458
|
)
|
|
(15,143
|
)
|
|
(89,601
|
)
|
|||||||||
Employee retirement plan adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|
383
|
|
|
78
|
|
|
461
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,606
|
)
|
|
(9,606
|
)
|
|
(1,954
|
)
|
|
(11,560
|
)
|
|||||||||
Net changes in unrealized losses on cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
(168
|
)
|
|
(168
|
)
|
|
(34
|
)
|
|
(202
|
)
|
|||||||||||||||
Balance at December 31, 2015
|
45
|
|
|
45,000
|
|
|
22,295
|
|
|
2
|
|
|
143,533
|
|
|
(95,997
|
)
|
|
(21,456
|
)
|
|
71,082
|
|
|
13,912
|
|
|
84,994
|
|
|||||||||
Dividends declared
|
1
|
|
|
899
|
|
|
—
|
|
|
—
|
|
|
(3,600
|
)
|
|
—
|
|
|
—
|
|
|
(2,701
|
)
|
|
—
|
|
|
(2,701
|
)
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|
(752
|
)
|
|||||||||
Tax withholding related to vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
(155
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,235
|
)
|
|
|
|
(67,235
|
)
|
|
(10,818
|
)
|
|
(78,053
|
)
|
||||||||||
Employee retirement plan adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(540
|
)
|
|
(540
|
)
|
|
(84
|
)
|
|
(624
|
)
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,013
|
)
|
|
(4,013
|
)
|
|
(774
|
)
|
|
(4,787
|
)
|
|||||||||
Net changes in unrealized losses on cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(870
|
)
|
|
(870
|
)
|
|
(194
|
)
|
|
(1,064
|
)
|
|||||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc.
|
|
|
|
|
2,402
|
|
|
|
|
5,640
|
|
|
|
|
(3,493
|
)
|
|
2,147
|
|
|
(2,147
|
)
|
|
—
|
|
|||||||||||||
Balance at December 31, 2016
|
46
|
|
|
45,899
|
|
|
24,802
|
|
|
2
|
|
|
144,666
|
|
|
(163,232
|
)
|
|
(30,372
|
)
|
|
(3,037
|
)
|
|
(105
|
)
|
—
|
|
(3,142
|
)
|
||||||||
Dividends declared
|
4
|
|
|
3,766
|
|
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
1,119
|
|
|
—
|
|
|
—
|
|
|
1,119
|
|
|
—
|
|
|
1,119
|
|
|||||||||
Tax withholding related to vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,478
|
)
|
|
—
|
|
|
(4,478
|
)
|
|
5
|
|
|
(4,473
|
)
|
|||||||||
Employee retirement plan adjustments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|
373
|
|
|
—
|
|
|
373
|
|
|||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,506
|
|
|
10,506
|
|
|
36
|
|
|
10,542
|
|
|||||||||
Net changes in unrealized gains on cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,315
|
|
|
1,315
|
|
|
2
|
|
|
1,317
|
|
|||||||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc.
|
—
|
|
|
—
|
|
|
1,084
|
|
|
1
|
|
|
1,821
|
|
|
—
|
|
|
(1,884
|
)
|
|
(62
|
)
|
|
62
|
|
|
—
|
|
|||||||||
Balance at December 31, 2017
|
50
|
|
|
$
|
49,665
|
|
|
25,966
|
|
|
$
|
3
|
|
|
$
|
143,788
|
|
|
$
|
(167,710
|
)
|
|
$
|
(20,062
|
)
|
|
$
|
5,684
|
|
|
$
|
—
|
|
|
$
|
5,684
|
|
Jason Industries, Inc.
Consolidated Statements of Cash Flows
(In thousands)
|
|||||||||||
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(4,473
|
)
|
|
$
|
(78,053
|
)
|
|
$
|
(89,601
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
26,260
|
|
|
31,120
|
|
|
31,160
|
|
|||
Amortization of intangible assets
|
12,674
|
|
|
12,921
|
|
|
14,088
|
|
|||
Amortization of deferred financing costs and debt discount
|
2,943
|
|
|
3,008
|
|
|
3,008
|
|
|||
Impairment charges
|
—
|
|
|
63,285
|
|
|
94,126
|
|
|||
Equity income
|
(952
|
)
|
|
(681
|
)
|
|
(884
|
)
|
|||
Deferred income taxes
|
(17,345
|
)
|
|
(14,112
|
)
|
|
(28,223
|
)
|
|||
(Gain) loss on disposals of property, plant and equipment - net
|
(759
|
)
|
|
880
|
|
|
109
|
|
|||
Gain on extinguishment of debt
|
(2,201
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on divestiture
|
8,730
|
|
|
—
|
|
|
—
|
|
|||
Transaction fees on divestiture
|
(932
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends from joint ventures
|
—
|
|
|
2,068
|
|
|
—
|
|
|||
Share-based compensation
|
1,119
|
|
|
(752
|
)
|
|
7,969
|
|
|||
Net increase (decrease) in cash due to changes in:
|
|
|
|
|
|
||||||
Accounts receivable
|
6,997
|
|
|
(85
|
)
|
|
1,954
|
|
|||
Inventories
|
3,804
|
|
|
5,862
|
|
|
5,034
|
|
|||
Other current assets
|
1,464
|
|
|
7,346
|
|
|
(3,820
|
)
|
|||
Accounts payable
|
(7,897
|
)
|
|
5,886
|
|
|
(1,473
|
)
|
|||
Accrued compensation and employee benefits
|
5,946
|
|
|
(5,449
|
)
|
|
4,169
|
|
|||
Accrued interest
|
98
|
|
|
117
|
|
|
(121
|
)
|
|||
Accrued income taxes
|
473
|
|
|
2,263
|
|
|
487
|
|
|||
Other - net
|
(5,858
|
)
|
|
(507
|
)
|
|
1,052
|
|
|||
Total adjustments
|
34,564
|
|
|
113,170
|
|
|
128,635
|
|
|||
Net cash provided by operating activities
|
30,091
|
|
|
35,117
|
|
|
39,034
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Proceeds from disposals of property, plant and equipment
|
8,809
|
|
|
3,413
|
|
|
232
|
|
|||
Payments for property, plant and equipment
|
(15,873
|
)
|
|
(19,780
|
)
|
|
(32,786
|
)
|
|||
Proceeds from divestitures, net of cash divested and debt assumed by buyer
|
7,883
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(34,763
|
)
|
|||
Acquisitions of patents
|
(104
|
)
|
|
(86
|
)
|
|
(247
|
)
|
|||
Net cash provided by (used in) investing activities
|
715
|
|
|
(16,453
|
)
|
|
(67,564
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Payments of First and Second Lien term loans
|
(21,826
|
)
|
|
(3,100
|
)
|
|
(3,100
|
)
|
|||
Proceeds from other long-term debt
|
8,596
|
|
|
10,150
|
|
|
19,282
|
|
|||
Payments of other long-term debt
|
(10,816
|
)
|
|
(16,138
|
)
|
|
(6,228
|
)
|
|||
Payments of preferred stock dividends
|
(12
|
)
|
|
(3,600
|
)
|
|
(3,600
|
)
|
|||
Other financing activities - net
|
(220
|
)
|
|
(155
|
)
|
|
(1,148
|
)
|
|||
Net cash (used in) provided by financing activities
|
(24,278
|
)
|
|
(12,843
|
)
|
|
5,206
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,498
|
|
|
(904
|
)
|
|
(3,011
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
8,026
|
|
|
4,917
|
|
|
(26,335
|
)
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents, beginning of period
|
40,861
|
|
|
35,944
|
|
|
62,279
|
|
|||
Cash and cash equivalents, end of period
|
$
|
48,887
|
|
|
$
|
40,861
|
|
|
$
|
35,944
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
30,242
|
|
|
$
|
28,717
|
|
|
$
|
28,969
|
|
Income taxes, net of refunds
|
$
|
6,843
|
|
|
$
|
7,163
|
|
|
$
|
4,349
|
|
Non-cash investing activities
|
|
|
|
|
|
||||||
Property, plant and equipment acquired through additional liabilities
|
$
|
1,179
|
|
|
$
|
1,891
|
|
|
$
|
1,765
|
|
Non-cash financing activities:
|
|
|
|
|
|
||||||
Accretion of preferred stock dividends
|
$
|
6
|
|
|
$
|
1
|
|
|
$
|
900
|
|
Non-cash preferred stock created from dividends declared
|
$
|
3,766
|
|
|
$
|
899
|
|
|
$
|
—
|
|
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc.
|
$
|
62
|
|
|
$
|
(2,147
|
)
|
|
$
|
—
|
|
Buyer assumption of debt from divestiture
|
$
|
2,950
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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.
|
Revision of Previously Reported Financial Information
|
|
For the Year Ended December 31, 2016
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Cost of goods sold
|
$
|
573,917
|
|
|
$
|
495
|
|
|
$
|
574,412
|
|
Gross profit
|
131,602
|
|
|
(495
|
)
|
|
131,107
|
|
|||
Operating loss
|
(53,592
|
)
|
|
(495
|
)
|
|
(54,087
|
)
|
|||
Loss before income taxes
|
(83,854
|
)
|
|
(495
|
)
|
|
(84,349
|
)
|
|||
Tax benefit
|
(6,157
|
)
|
|
(139
|
)
|
|
(6,296
|
)
|
|||
Net loss
|
(77,697
|
)
|
|
(356
|
)
|
|
(78,053
|
)
|
|||
Net loss attributable to Jason Industries
|
(66,879
|
)
|
|
(356
|
)
|
|
(67,235
|
)
|
|||
Net loss available to common shareholders of Jason Industries
|
(70,479
|
)
|
|
(356
|
)
|
|
(70,835
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss per share available to common shareholders of Jason Industries:
|
|||||||||||
Basic and diluted
|
(3.13
|
)
|
|
(0.02
|
)
|
|
(3.15
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive loss
|
(84,172
|
)
|
|
(356
|
)
|
|
(84,528
|
)
|
|||
Comprehensive loss attributable to Jason Industries
|
(72,302
|
)
|
|
(356
|
)
|
|
(72,658
|
)
|
|
December 31, 2016
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Property, plant and equipment - net
|
$
|
178,318
|
|
|
$
|
(495
|
)
|
|
$
|
177,823
|
|
Total assets
|
584,331
|
|
|
(495
|
)
|
|
583,836
|
|
|||
Deferred income taxes
|
42,747
|
|
|
(139
|
)
|
|
42,608
|
|
|||
Total liabilities
|
587,117
|
|
|
(139
|
)
|
|
586,978
|
|
|||
Retained deficit
|
(162,876
|
)
|
|
(356
|
)
|
|
(163,232
|
)
|
|||
Shareholders' deficit attributable to Jason Industries
|
(2,681
|
)
|
|
(356
|
)
|
|
(3,037
|
)
|
|||
Total shareholders' deficit
|
(2,786
|
)
|
|
(356
|
)
|
|
(3,142
|
)
|
|||
Total liabilities and shareholders' deficit
|
584,331
|
|
|
(495
|
)
|
|
583,836
|
|
3.
|
Acquisitions
|
4.
|
Divestiture
|
5.
|
Restructuring Costs
|
2016 Program
|
|
Finishing
|
|
Components
|
|
Seating
|
|
Acoustics
|
|
Corporate
|
|
Total
|
||||||||||||
Restructuring charges - year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance costs
|
|
$
|
1,178
|
|
|
$
|
58
|
|
|
$
|
(17
|
)
|
|
$
|
(38
|
)
|
|
$
|
(9
|
)
|
|
$
|
1,172
|
|
Lease termination costs
|
|
88
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
260
|
|
||||||
Other costs
|
|
1,235
|
|
|
1,276
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
2,834
|
|
||||||
Total
|
|
$
|
2,501
|
|
|
$
|
1,334
|
|
|
$
|
(17
|
)
|
|
$
|
457
|
|
|
$
|
(9
|
)
|
|
$
|
4,266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Restructuring charges - year ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance costs
|
|
$
|
3,287
|
|
|
$
|
378
|
|
|
$
|
76
|
|
|
$
|
977
|
|
|
$
|
597
|
|
|
$
|
5,315
|
|
Lease termination costs
|
|
344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
344
|
|
||||||
Other costs
|
|
1,003
|
|
|
514
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
1,573
|
|
||||||
Total
|
|
$
|
4,634
|
|
|
$
|
892
|
|
|
$
|
76
|
|
|
$
|
1,033
|
|
|
$
|
597
|
|
|
$
|
7,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative restructuring charges - year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance costs
|
|
$
|
4,465
|
|
|
$
|
436
|
|
|
$
|
59
|
|
|
$
|
939
|
|
|
$
|
588
|
|
|
$
|
6,487
|
|
Lease termination costs
|
|
432
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
604
|
|
||||||
Other costs
|
|
2,238
|
|
|
1,790
|
|
|
—
|
|
|
379
|
|
|
—
|
|
|
4,407
|
|
||||||
Total
|
|
$
|
7,135
|
|
|
$
|
2,226
|
|
|
$
|
59
|
|
|
$
|
1,490
|
|
|
$
|
588
|
|
|
$
|
11,498
|
|
|
Severance
costs |
|
Lease
termination costs |
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2016
|
$
|
1,281
|
|
|
$
|
333
|
|
|
$
|
1,085
|
|
|
$
|
2,699
|
|
Current period restructuring charges
|
1,172
|
|
|
260
|
|
|
2,834
|
|
|
4,266
|
|
||||
Cash payments
|
(1,589
|
)
|
|
(528
|
)
|
|
(2,830
|
)
|
|
(4,947
|
)
|
||||
Foreign currency impact
|
43
|
|
|
11
|
|
|
(10
|
)
|
|
44
|
|
||||
Balance - December 31, 2017
|
$
|
907
|
|
|
$
|
76
|
|
|
$
|
1,079
|
|
|
$
|
2,062
|
|
|
Severance
costs
|
|
Lease
termination
costs
|
|
Other costs
|
|
Total
|
||||||||
Balance - December 31, 2015
|
$
|
594
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
$
|
1,632
|
|
Current period restructuring charges
|
5,315
|
|
|
344
|
|
|
1,573
|
|
|
7,232
|
|
||||
Cash payments
|
(4,621
|
)
|
|
(1,035
|
)
|
|
(514
|
)
|
|
(6,170
|
)
|
||||
Foreign currency impact
|
(7
|
)
|
|
(14
|
)
|
|
26
|
|
|
5
|
|
||||
Balance - December 31, 2016
|
$
|
1,281
|
|
|
$
|
333
|
|
|
$
|
1,085
|
|
|
$
|
2,699
|
|
6.
|
Inventories
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Raw material
|
$
|
35,925
|
|
|
$
|
37,222
|
|
Work-in-process
|
4,375
|
|
|
4,175
|
|
||
Finished goods
|
30,519
|
|
|
32,204
|
|
||
Total inventories
|
$
|
70,819
|
|
|
$
|
73,601
|
|
7.
|
Property, Plant and Equipment
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Land and improvements
|
$
|
6,556
|
|
|
$
|
9,631
|
|
Buildings and improvements
|
33,161
|
|
|
41,928
|
|
||
Machinery and equipment
|
191,903
|
|
|
191,770
|
|
||
Construction-in-progress
|
10,710
|
|
|
5,473
|
|
||
|
242,330
|
|
|
248,802
|
|
||
Less: Accumulated depreciation
|
(88,134
|
)
|
|
(70,979
|
)
|
||
Property, plant and equipment, net
|
$
|
154,196
|
|
|
$
|
177,823
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
Finishing
|
|
Components
|
|
Seating
|
|
Acoustics
|
|
Total
|
||||||||||
Balance as of December 31, 2015
|
$
|
43,229
|
|
|
$
|
33,183
|
|
|
$
|
—
|
|
|
$
|
29,758
|
|
|
$
|
106,170
|
|
Goodwill impairment
|
(253
|
)
|
|
(33,183
|
)
|
|
—
|
|
|
(29,849
|
)
|
|
(63,285
|
)
|
|||||
Foreign currency impact
|
(819
|
)
|
|
—
|
|
|
—
|
|
|
91
|
|
|
(728
|
)
|
|||||
Balance as of December 31, 2016
|
$
|
42,157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,157
|
|
Foreign currency impact
|
2,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,985
|
|
|||||
Balance as of December 31, 2017
|
$
|
45,142
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,142
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Patents
|
$
|
1,985
|
|
|
$
|
(671
|
)
|
|
$
|
1,314
|
|
|
$
|
1,880
|
|
|
$
|
(366
|
)
|
|
$
|
1,514
|
|
Customer relationships
|
110,210
|
|
|
(24,775
|
)
|
|
85,435
|
|
|
110,090
|
|
|
(16,630
|
)
|
|
93,460
|
|
||||||
Trademarks and other intangibles
|
57,373
|
|
|
(12,623
|
)
|
|
44,750
|
|
|
57,744
|
|
|
(8,460
|
)
|
|
49,284
|
|
||||||
Total amortized other intangible assets
|
$
|
169,568
|
|
|
$
|
(38,069
|
)
|
|
$
|
131,499
|
|
|
$
|
169,714
|
|
|
$
|
(25,456
|
)
|
|
$
|
144,258
|
|
2018
|
$
|
14,360
|
|
2019
|
11,800
|
|
|
2020
|
11,800
|
|
|
2021
|
11,631
|
|
|
2022
|
11,458
|
|
|
Thereafter
|
70,450
|
|
|
|
$
|
131,499
|
|
9.
|
Debt and Hedging Instruments
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
First Lien Term Loans
|
$
|
298,018
|
|
|
$
|
303,025
|
|
Second Lien Term Loans
|
90,007
|
|
|
110,000
|
|
||
Debt discount on Term Loans
|
(3,602
|
)
|
|
(5,002
|
)
|
||
Deferred issuance costs on Term Loans
|
(5,586
|
)
|
|
(7,503
|
)
|
||
Foreign debt
|
21,795
|
|
|
23,303
|
|
||
Capital lease obligations
|
840
|
|
|
1,301
|
|
||
Total debt
|
401,472
|
|
|
425,124
|
|
||
Less: Current portion
|
(9,704
|
)
|
|
(8,179
|
)
|
||
Total long-term debt
|
$
|
391,768
|
|
|
$
|
416,945
|
|
2018
|
|
$
|
9,704
|
|
2019
|
|
6,950
|
|
|
2020
|
|
7,006
|
|
|
2021
|
|
289,378
|
|
|
2022
|
|
92,708
|
|
|
Thereafter
|
|
4,914
|
|
|
Total future annual maturities of long term debt outstanding
|
|
410,660
|
|
|
Less: Debt discounts on Term Loans
|
|
(3,602
|
)
|
|
Less: Deferred issuance costs on Term Loans
|
|
(5,586
|
)
|
|
Total debt
|
|
$
|
401,472
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Germany
|
$
|
18,003
|
|
|
$
|
21,469
|
|
Mexico
|
3,179
|
|
|
850
|
|
||
India
|
599
|
|
|
834
|
|
||
Other
|
14
|
|
|
150
|
|
||
Total foreign debt
|
$
|
21,795
|
|
|
$
|
23,303
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Interest rate swaps:
|
|
|
|
||||
Recorded in other assets - net
|
$
|
537
|
|
|
$
|
—
|
|
Recorded in other current liabilities
|
$
|
(458
|
)
|
|
$
|
(1,916
|
)
|
Recorded in other long-term liabilities
|
—
|
|
|
(133
|
)
|
||
Total net asset (liability) derivatives designated as hedging instruments
|
$
|
79
|
|
|
$
|
(2,049
|
)
|
10.
|
Leases
|
2018
|
|
$
|
10,243
|
|
2019
|
|
9,034
|
|
|
2020
|
|
8,413
|
|
|
2021
|
|
7,033
|
|
|
2022
|
|
8,154
|
|
|
Thereafter
|
|
17,826
|
|
|
|
|
$
|
60,703
|
|
11.
|
Shareholders' Equity (Deficit)
|
Payment Date
|
|
Record Date
|
|
Amount Per Share
|
|
Total Dividends Paid
|
|
Preferred Shares Issued
|
January 1, 2015
|
|
November 15, 2014
|
|
$20.00
|
|
$900
|
|
—
|
April 1, 2015
|
|
February 15, 2015
|
|
$20.00
|
|
$900
|
|
—
|
July 1, 2015
|
|
May 15, 2015
|
|
$20.00
|
|
$900
|
|
—
|
October 1, 2015
|
|
August 15, 2015
|
|
$20.00
|
|
$900
|
|
—
|
January 1, 2016
|
|
November 15, 2015
|
|
$20.00
|
|
$900
|
|
—
|
April 1, 2016
|
|
February 15, 2016
|
|
$20.00
|
|
$900
|
|
—
|
July 1, 2016
|
|
May 15, 2016
|
|
$20.00
|
|
$900
|
|
—
|
October 1, 2016
|
|
August 15, 2016
|
|
$20.00
|
|
$900
|
|
—
|
January 1, 2017
|
|
November 15, 2016
|
|
$20.00
|
|
$900
|
|
899
|
April 1, 2017
|
|
February 15, 2017
|
|
$20.00
|
|
$918
|
|
915
|
July 1, 2017
|
|
May 15, 2017
|
|
$20.00
|
|
$936
|
|
931
|
October 1, 2017
|
|
August 15, 2017
|
|
$20.00
|
|
$955
|
|
952
|
|
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
|
398
|
|
|
(9,606
|
)
|
|
(273
|
)
|
|
(9,481
|
)
|
||||
Amount reclassified from accumulated other comprehensive income
|
(15
|
)
|
|
—
|
|
|
105
|
|
|
90
|
|
||||
Balance at December 31, 2015
|
(1,051
|
)
|
|
(20,237
|
)
|
|
(168
|
)
|
|
(21,456
|
)
|
||||
Other comprehensive loss before reclassifications
|
(545
|
)
|
|
(4,013
|
)
|
|
(870
|
)
|
|
(5,428
|
)
|
||||
Amount reclassified from accumulated other comprehensive income
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc.
|
(186
|
)
|
|
(3,154
|
)
|
|
(153
|
)
|
|
(3,493
|
)
|
||||
Balance at December 31, 2016
|
(1,777
|
)
|
|
(27,404
|
)
|
|
(1,191
|
)
|
|
(30,372
|
)
|
||||
Other comprehensive income before reclassifications
|
365
|
|
|
11,394
|
|
|
156
|
|
|
11,915
|
|
||||
Amount reclassified from accumulated other comprehensive income
|
8
|
|
|
(888
|
)
|
|
1,159
|
|
|
279
|
|
||||
Exchange of common stock of JPHI Holdings, Inc. for common stock of Jason Industries, Inc.
|
(113
|
)
|
|
(1,698
|
)
|
|
(73
|
)
|
|
(1,884
|
)
|
||||
Balance at December 31, 2017
|
$
|
(1,517
|
)
|
|
$
|
(18,596
|
)
|
|
$
|
51
|
|
|
$
|
(20,062
|
)
|
12.
|
Share Based Compensation
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Restricted Stock Units
|
$
|
913
|
|
|
$
|
1,300
|
|
|
$
|
2,689
|
|
Adjusted EBITDA Vesting Awards
|
197
|
|
|
(2,399
|
)
|
|
899
|
|
|||
Stock Price Vesting Awards
|
9
|
|
|
101
|
|
|
1,319
|
|
|||
ROIC Vesting Awards
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subtotal
|
1,119
|
|
|
(998
|
)
|
|
4,907
|
|
|||
Impact of accelerated vesting
(1)
|
—
|
|
|
246
|
|
|
3,062
|
|
|||
Total share-based compensation expense (income)
|
$
|
1,119
|
|
|
$
|
(752
|
)
|
|
$
|
7,969
|
|
|
|
|
|
|
|
||||||
Total income tax benefit (provision)
|
$
|
276
|
|
|
$
|
(294
|
)
|
|
$
|
3,041
|
|
(1)
|
For the year ended December 31, 2015, primarily represents the impact of the acceleration of certain vesting schedules for RSUs and stock price vesting awards related to the transition of the Company’s former CEO and CFO.
|
|
For the Year Ended
December 31, 2017 |
|
For the Year Ended
December 31, 2016 |
|
For the Year Ended
December 31, 2015 |
|||||||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding at beginning of period
|
554
|
|
|
$
|
5.22
|
|
|
401
|
|
|
$
|
8.70
|
|
|
762
|
|
|
$
|
10.50
|
|
Granted
|
745
|
|
|
1.32
|
|
|
375
|
|
|
3.75
|
|
|
216
|
|
|
6.39
|
|
|||
Issued
|
(265
|
)
|
|
4.84
|
|
|
(211
|
)
|
|
7.62
|
|
|
(582
|
)
|
|
10.50
|
|
|||
Deferred
|
159
|
|
|
3.69
|
|
|
62
|
|
|
4.24
|
|
|
67
|
|
|
10.55
|
|
|||
Forfeited
|
(160
|
)
|
|
1.53
|
|
|
(73
|
)
|
|
9.04
|
|
|
(62
|
)
|
|
7.84
|
|
|||
Outstanding at end of period
|
1,033
|
|
|
$
|
2.84
|
|
|
554
|
|
|
$
|
5.22
|
|
|
401
|
|
|
$
|
8.70
|
|
|
For the Year Ended
December 31, 2017 |
|
For the Year Ended
December 31, 2016 |
|
For the Year Ended
December 31, 2015 |
|||||||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding at beginning of period
|
723
|
|
|
$
|
9.67
|
|
|
871
|
|
|
$
|
9.81
|
|
|
1,216
|
|
|
$
|
10.49
|
|
Granted
|
1,058
|
|
|
1.30
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
6.33
|
|
|||
Adjustment for performance results achieved
(1)
|
(708
|
)
|
|
9.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(165
|
)
|
|
2.11
|
|
|
(148
|
)
|
|
10.49
|
|
|
(487
|
)
|
|
10.49
|
|
|||
Outstanding at end of period
|
908
|
|
|
$
|
1.30
|
|
|
723
|
|
|
$
|
9.67
|
|
|
871
|
|
|
$
|
9.81
|
|
(1)
|
Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the
three
-year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric.
|
|
For the Year Ended
December 31, 2017 |
|
For the Year Ended
December 31, 2016 |
|
For the Year Ended
December 31, 2015 |
|||||||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding at beginning of period
|
341
|
|
|
$
|
2.85
|
|
|
878
|
|
|
$
|
3.27
|
|
|
810
|
|
|
$
|
3.54
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
1.08
|
|
|||
Adjustment for performance results achieved
(1)
|
(189
|
)
|
|
2.30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited
|
(152
|
)
|
|
3.54
|
|
|
(537
|
)
|
|
3.54
|
|
|
(27
|
)
|
|
3.54
|
|
|||
Outstanding at end of period
|
—
|
|
|
$
|
—
|
|
|
341
|
|
|
$
|
2.85
|
|
|
878
|
|
|
$
|
3.27
|
|
(1)
|
Adjustment for Stock Price Vesting Awards was due to the sales price of the Company’s common stock at the end of the
three
-year performance period ended June 30, 2017 being lower than the established stock price targets of the Stock Price Vesting Awards.
|
|
For the Year Ended
December 31, 2017 |
|
For the Year Ended
December 31, 2016 |
||||||||||
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
(thousands)
|
|
Weighted-Average Grant Date Fair Value
|
||||||
Outstanding at beginning of period
|
513
|
|
|
$
|
3.65
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
599
|
|
|
3.62
|
|
||
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(103
|
)
|
|
3.46
|
|
|
(86
|
)
|
|
3.46
|
|
||
Outstanding at end of period
|
410
|
|
|
$
|
3.70
|
|
|
513
|
|
|
$
|
3.65
|
|
13.
|
Earnings per Share
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Net loss per share available to Jason Industries common shareholders
|
|
|
|
|
|
||||||
Basic and diluted loss per share
|
$
|
(0.32
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(3.53
|
)
|
|
|
|
|
|
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss available to common shareholders of Jason Industries
|
$
|
(8,261
|
)
|
|
$
|
(70,835
|
)
|
|
$
|
(78,058
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic and diluted weighted-average shares outstanding
|
26,082
|
|
|
22,507
|
|
|
22,145
|
|
|||
|
|
|
|
|
|
||||||
Weighted average number of anti-dilutive shares excluded from denominator:
|
|
|
|
|
|
||||||
Warrants to purchase Jason Industries common stock
|
13,994
|
|
|
13,994
|
|
|
13,994
|
|
|||
Conversion of Series A 8% Perpetual Convertible Preferred
(1)
|
3,858
|
|
|
3,656
|
|
|
3,653
|
|
|||
Conversion of JPHI rollover shares convertible to Jason Industries common stock
(2)
|
59
|
|
|
3,427
|
|
|
3,486
|
|
|||
Restricted stock units
|
796
|
|
|
503
|
|
|
589
|
|
|||
Performance share units
|
1,379
|
|
|
1,917
|
|
|
1,540
|
|
|||
Total
|
20,086
|
|
|
23,497
|
|
|
23,262
|
|
(1)
|
Includes the impact of
968
additional Series A Preferred Stock shares from a stock dividend declared on
November 28, 2017
paid in additional shares of Series A Preferred Stock on
January 1, 2018
. The Company included the preferred stock within the consolidated balance sheets as of the declaration date. Anti-dilutive shares assumes preferred stock is converted at the voluntary conversion ratio of
81.18
common shares per
one
preferred share.
|
(2)
|
Includes the impact of the exchange by certain Rollover Participants of their JPHI stock for Company common stock in the fourth quarter of 2016 and first quarter of 2017.
|
14.
|
Income Taxes
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Domestic
|
$
|
(27,919
|
)
|
|
$
|
(93,639
|
)
|
|
$
|
(126,334
|
)
|
Foreign
|
13,062
|
|
|
9,290
|
|
|
14,478
|
|
|||
Loss before income taxes
|
$
|
(14,857
|
)
|
|
$
|
(84,349
|
)
|
|
$
|
(111,856
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
161
|
|
State
|
(125
|
)
|
|
57
|
|
|
104
|
|
|||
Foreign
|
6,878
|
|
|
7,759
|
|
|
5,703
|
|
|||
Total current income tax provision
|
6,961
|
|
|
7,816
|
|
|
5,968
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(14,864
|
)
|
|
(9,059
|
)
|
|
(24,548
|
)
|
|||
State
|
(1,281
|
)
|
|
(1,781
|
)
|
|
(3,196
|
)
|
|||
Foreign
|
(1,200
|
)
|
|
(3,272
|
)
|
|
(479
|
)
|
|||
Total deferred income tax benefit
|
(17,345
|
)
|
|
(14,112
|
)
|
|
(28,223
|
)
|
|||
Total income tax benefit
|
$
|
(10,384
|
)
|
|
$
|
(6,296
|
)
|
|
$
|
(22,255
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
|||
|
|
|
||||||
Tax at Federal statutory rate of 35%
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes - net of Federal benefit
|
7.7
|
|
|
1.5
|
|
|
2.7
|
|
Research and development incentives
|
1.7
|
|
|
0.5
|
|
|
0.4
|
|
Foreign rate differential
|
5.2
|
|
|
1.3
|
|
|
0.8
|
|
Valuation allowances
|
5.0
|
|
|
(1.8
|
)
|
|
0.2
|
|
Change in foreign tax rates
|
(1.2
|
)
|
|
0.6
|
|
|
(1.0
|
)
|
Decrease (increase) in tax reserves
|
(0.4
|
)
|
|
1.0
|
|
|
(0.2
|
)
|
Stock compensation expense
|
(6.7
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
U.S. taxation of foreign earnings
(1)
|
(10.2
|
)
|
|
(3.6
|
)
|
|
(0.5
|
)
|
Non-deductible meals and entertainment
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Non-deductible impairment charges
(2)
|
—
|
|
|
(25.7
|
)
|
|
(16.2
|
)
|
Change in U.S. tax rate
(3)
|
72.5
|
|
|
—
|
|
|
—
|
|
Transition tax on unremitted foreign earnings
(4)
|
(35.7
|
)
|
|
—
|
|
|
—
|
|
Other
|
(2.7
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
Effective tax rate
|
69.9
|
%
|
|
7.5
|
%
|
|
19.9
|
%
|
(1)
|
During the year ended
December 31, 2017
, the U.S. taxation of foreign earnings includes the recognition of a deferred tax liability for foreign earnings of the Company’s wholly-owned U.S. subsidiaries that are no longer considered permanently reinvested. During the year ended
December 31, 2016
, the amount includes the recognition of a deferred tax liability for the foreign earnings of the Company’s non-majority owned joint venture holding that are no longer considered permanently reinvested.
|
(2)
|
During the years ended
December 31, 2016
and
2015
, the non-deductible impairment charges are related to the impairment of goodwill and other intangible assets.
|
(3)
|
During the year ended
December 31, 2017
, the change in U.S. tax rate represents the impact of the reduction in the U.S. corporate income tax rate from
35%
to
21%
under the Tax Reform Act.
|
(4)
|
During the year ended
December 31, 2017
, the transition tax on unremitted foreign earnings represents the impact of the deemed mandatory repatriation provisions under the Tax Reform Act.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
2,685
|
|
|
$
|
3,832
|
|
Postretirement and postemployment benefits
|
1,702
|
|
|
2,662
|
|
||
Employee benefits
|
3,476
|
|
|
2,844
|
|
||
Inventories
|
1,392
|
|
|
2,710
|
|
||
Other assets
|
1,868
|
|
|
3,310
|
|
||
Operating loss and credit carryforwards
|
15,257
|
|
|
22,510
|
|
||
Gross deferred tax assets
|
26,380
|
|
|
37,868
|
|
||
Less valuation allowance
|
(4,220
|
)
|
|
(4,879
|
)
|
||
Deferred tax assets
|
22,160
|
|
|
32,989
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
(15,670
|
)
|
|
(25,854
|
)
|
||
Intangible assets and other liabilities
|
(28,912
|
)
|
|
(46,376
|
)
|
||
Foreign investments
|
(1,688
|
)
|
|
(2,109
|
)
|
||
Deferred tax liabilities
|
(46,270
|
)
|
|
(74,339
|
)
|
||
Net deferred tax liability
|
$
|
(24,110
|
)
|
|
$
|
(41,350
|
)
|
|
|
|
|
||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
||||
Other assets - net
|
$
|
1,589
|
|
|
$
|
1,258
|
|
Deferred income taxes
|
(25,699
|
)
|
|
(42,608
|
)
|
||
Net amount recognized
|
$
|
(24,110
|
)
|
|
$
|
(41,350
|
)
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015
|
||||||
|
|
|
|||||||||
Balance at beginning of period
|
$
|
1,881
|
|
|
$
|
2,928
|
|
|
$
|
2,743
|
|
Additions (reductions) based on tax positions related to current year
|
267
|
|
|
126
|
|
|
(28
|
)
|
|||
Additions based on tax positions related to prior years
|
—
|
|
|
—
|
|
|
55
|
|
|||
Additions recognized in acquisition accounting
|
—
|
|
|
—
|
|
|
323
|
|
|||
Reductions in tax positions - settlements
|
—
|
|
|
—
|
|
|
(111
|
)
|
|||
Reductions related to lapses of statute of limitations
|
(232
|
)
|
|
(1,173
|
)
|
|
(54
|
)
|
|||
Balance at end of period
|
$
|
1,916
|
|
|
$
|
1,881
|
|
|
$
|
2,928
|
|
Tax Jurisdiction
|
|
Open Tax Years
|
Brazil
|
|
2013 - 2017
|
France
|
|
2013 - 2017
|
Germany
|
|
2012 - 2017
|
Mexico
|
|
2012 - 2017
|
Sweden
|
|
2012 - 2017
|
United Kingdom
|
|
2016 - 2017
|
United States (federal)
|
|
2014 - 2017
|
United States (state and local)
|
|
2013 - 2017
|
15.
|
Employee Benefit Plans
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
||||||||
Accumulated benefit obligation
|
$
|
10,605
|
|
|
$
|
10,626
|
|
|
$
|
15,054
|
|
|
$
|
13,162
|
|
|
|
|
|
|
|
|
|
||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
10,626
|
|
|
$
|
10,824
|
|
|
$
|
13,532
|
|
|
$
|
12,988
|
|
Service cost
|
—
|
|
|
—
|
|
|
177
|
|
|
155
|
|
||||
Interest cost
|
393
|
|
|
425
|
|
|
312
|
|
|
391
|
|
||||
Actuarial loss
|
292
|
|
|
70
|
|
|
388
|
|
|
1,842
|
|
||||
Benefits paid
|
(706
|
)
|
|
(693
|
)
|
|
(502
|
)
|
|
(506
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
8
|
|
|
7
|
|
||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
1,553
|
|
|
(1,345
|
)
|
||||
Projected benefit obligation at end of year
|
$
|
10,605
|
|
|
$
|
10,626
|
|
|
$
|
15,468
|
|
|
$
|
13,532
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
9,282
|
|
|
$
|
8,985
|
|
|
$
|
6,316
|
|
|
$
|
6,393
|
|
Actual return on plan assets
|
1,110
|
|
|
906
|
|
|
536
|
|
|
940
|
|
||||
Employer and employee contributions
|
410
|
|
|
145
|
|
|
485
|
|
|
497
|
|
||||
Benefits paid
|
(706
|
)
|
|
(693
|
)
|
|
(506
|
)
|
|
(510
|
)
|
||||
Other
|
(41
|
)
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
615
|
|
|
(1,004
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
10,055
|
|
|
$
|
9,282
|
|
|
$
|
7,446
|
|
|
$
|
6,316
|
|
Funded Status
|
$
|
(550
|
)
|
|
$
|
(1,344
|
)
|
|
$
|
(8,022
|
)
|
|
$
|
(7,216
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average assumptions
|
|
|
|
|
|
|
|
||||||||
Discount rates
|
3.33%-3.45%
|
|
3.71%-3.90%
|
|
1.80%-2.40%
|
|
1.70%-2.60%
|
||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
2.00%-3.70%
|
|
2.00%-3.90%
|
||||||||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
|
|
|
|
||||||||
Non-current assets
|
$
|
1,935
|
|
|
$
|
1,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(65
|
)
|
||||
Other long-term liabilities
|
(2,485
|
)
|
|
(2,753
|
)
|
|
(7,944
|
)
|
|
(7,151
|
)
|
||||
Net amount recognized
|
$
|
(550
|
)
|
|
$
|
(1,344
|
)
|
|
$
|
(8,022
|
)
|
|
$
|
(7,216
|
)
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||||||||||
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
||||||||||||
|
|
|
|
|
|||||||||||||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
177
|
|
|
$
|
155
|
|
|
$
|
125
|
|
Interest cost
|
393
|
|
|
425
|
|
|
410
|
|
|
312
|
|
|
391
|
|
|
384
|
|
||||||
Expected return on plan assets
|
(467
|
)
|
|
(513
|
)
|
|
(580
|
)
|
|
(226
|
)
|
|
(253
|
)
|
|
(255
|
)
|
||||||
Amortization of actuarial loss
|
14
|
|
|
27
|
|
|
—
|
|
|
41
|
|
|
7
|
|
|
—
|
|
||||||
Net periodic (benefit) cost
|
$
|
(60
|
)
|
|
$
|
(61
|
)
|
|
$
|
(170
|
)
|
|
$
|
304
|
|
|
$
|
300
|
|
|
$
|
254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rates
|
3.71%-3.90%
|
|
3.87%-4.15%
|
|
3.52%-3.75%
|
|
1.70%-2.60%
|
|
2.20%-3.70%
|
|
2.10%-3.50%
|
||||||||||||
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
2.00%-3.90%
|
|
2.00%-3.60%
|
|
2.00%-3.70%
|
||||||||||||
Expected long-term rates or return
|
4.75%-6.50%
|
|
5.50%-7.00%
|
|
5.00%-8.00%
|
|
3.50%-4.00%
|
|
4.00%-4.20%
|
|
3.90%-4.50%
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
||||||
|
|
|
|||||||||
Unrecognized loss
|
$
|
2,099
|
|
|
$
|
1,994
|
|
|
$
|
1,364
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Equity securities
|
58.7
|
%
|
|
56.0
|
%
|
|
47.1
|
%
|
|
45.5
|
%
|
Debt securities
|
29.4
|
%
|
|
35.1
|
%
|
|
49.3
|
%
|
|
50.7
|
%
|
Other
|
11.9
|
%
|
|
8.9
|
%
|
|
3.6
|
%
|
|
3.8
|
%
|
|
Total as of December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
1,202
|
|
|
$
|
1,202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued dividends
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Global equities
|
9,413
|
|
|
9,413
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
6,630
|
|
|
—
|
|
|
6,630
|
|
|
—
|
|
||||
Group annuity/insurance contracts
|
253
|
|
|
—
|
|
|
—
|
|
|
253
|
|
||||
Total
|
$
|
17,501
|
|
|
$
|
10,618
|
|
|
$
|
6,630
|
|
|
$
|
253
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
Total as of December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Cash and cash equivalents
|
$
|
842
|
|
|
$
|
842
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued dividends
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Global equities
|
8,066
|
|
|
8,066
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
6,461
|
|
|
—
|
|
|
6,461
|
|
|
—
|
|
||||
Group annuity/insurance contracts
|
226
|
|
|
—
|
|
|
—
|
|
|
226
|
|
||||
Total
|
$
|
15,598
|
|
|
$
|
8,911
|
|
|
$
|
6,461
|
|
|
$
|
226
|
|
Beginning balance, December 31, 2016
|
$
|
226
|
|
Actual return on assets related to assets still held
|
7
|
|
|
Purchases, sales and settlements
|
20
|
|
|
Ending balance, December 31, 2017
|
$
|
253
|
|
2018
|
$
|
1,219
|
|
2019
|
1,218
|
|
|
2020
|
1,362
|
|
|
2021
|
1,315
|
|
|
2022
|
1,281
|
|
|
2023-2027
|
6,821
|
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
||||
Accumulated benefit obligation
|
$
|
1,423
|
|
|
$
|
1,972
|
|
|
|
|
|
||||
Change in projected benefit obligation
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
1,972
|
|
|
$
|
2,094
|
|
Interest cost
|
68
|
|
|
76
|
|
||
Actuarial gain
|
(483
|
)
|
|
(37
|
)
|
||
Benefits paid
|
(134
|
)
|
|
(161
|
)
|
||
Projected benefit obligation at end of year
|
$
|
1,423
|
|
|
$
|
1,972
|
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
||||
Employer contributions
|
$
|
134
|
|
|
$
|
161
|
|
Benefits paid
|
(134
|
)
|
|
(161
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status
|
$
|
(1,423
|
)
|
|
$
|
(1,972
|
)
|
|
|
|
|
||||
Weighted-average assumptions
|
|
|
|
||||
Discount rates
|
3.26
|
%
|
|
3.64
|
%
|
||
Amounts recognized in the statement of financial position consist of:
|
|
|
|
||||
Other current liabilities
|
$
|
(142
|
)
|
|
$
|
(208
|
)
|
Other long-term liabilities
|
(1,281
|
)
|
|
(1,764
|
)
|
||
Net amount recognized
|
$
|
(1,423
|
)
|
|
$
|
(1,972
|
)
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
||||||
|
|
|
|||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
||||||
Interest cost
|
$
|
68
|
|
|
$
|
76
|
|
|
$
|
92
|
|
Amortization of the net (gain) loss from earlier periods
|
(18
|
)
|
|
(13
|
)
|
|
1
|
|
|||
Net periodic benefit cost
|
$
|
50
|
|
|
$
|
63
|
|
|
$
|
93
|
|
|
|
|
|
|
|
||||||
Weighted-average assumptions
|
|
|
|
|
|
||||||
Discount rates
|
3.64
|
%
|
|
3.82
|
%
|
|
3.82
|
%
|
|
Year Ended
December 31, 2017 |
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
||||||
|
|
|
|||||||||
Unrecognized gain
|
$
|
(582
|
)
|
|
$
|
(217
|
)
|
|
$
|
(214
|
)
|
2018
|
$
|
144
|
|
2019
|
139
|
|
|
2020
|
132
|
|
|
2021
|
123
|
|
|
2022
|
116
|
|
|
2023-2027
|
475
|
|
16.
|
Business Segments, Geographic and Customer Information
|
|
Year Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Finishing
|
$
|
200,284
|
|
|
$
|
196,883
|
|
|
$
|
191,394
|
|
Components
|
82,621
|
|
|
97,667
|
|
|
122,133
|
|
|||
Seating
|
159,129
|
|
|
161,050
|
|
|
176,792
|
|
|||
Acoustics
|
206,582
|
|
|
249,919
|
|
|
218,047
|
|
|||
Net sales
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
708,366
|
|
|
Year Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Segment Adjusted EBITDA
|
|
|
|
|
|
||||||
Finishing
|
$
|
27,661
|
|
|
$
|
24,200
|
|
|
$
|
25,799
|
|
Components
|
9,888
|
|
|
14,249
|
|
|
20,943
|
|
|||
Seating
|
16,348
|
|
|
16,122
|
|
|
19,766
|
|
|||
Acoustics
|
27,341
|
|
|
27,202
|
|
|
27,515
|
|
|||
|
$
|
81,238
|
|
|
$
|
81,773
|
|
|
$
|
94,023
|
|
|
|
|
|
|
|
||||||
Interest expense
|
(1,370
|
)
|
|
(1,561
|
)
|
|
(1,870
|
)
|
|||
Loss on debt extinguishment
|
(182
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
(38,577
|
)
|
|
(43,697
|
)
|
|
(44,938
|
)
|
|||
Impairment charges
|
—
|
|
|
(63,285
|
)
|
|
(94,126
|
)
|
|||
Gain (loss) on disposal of property, plant and equipment - net
|
759
|
|
|
(869
|
)
|
|
(109
|
)
|
|||
Loss on divestiture
|
(8,730
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring
|
(4,275
|
)
|
|
(6,634
|
)
|
|
(3,800
|
)
|
|||
Transaction-related expenses
|
—
|
|
|
—
|
|
|
(789
|
)
|
|||
Integration and other restructuring costs
|
—
|
|
|
(1,621
|
)
|
|
(2,713
|
)
|
|||
Total segment income (loss) before income taxes
|
28,863
|
|
|
(35,894
|
)
|
|
(54,322
|
)
|
|||
Corporate general and administrative expenses
|
(13,486
|
)
|
|
(17,613
|
)
|
|
(12,860
|
)
|
|||
Corporate interest expense
|
(31,719
|
)
|
|
(30,282
|
)
|
|
(29,965
|
)
|
|||
Corporate gain on debt extinguishment
|
2,383
|
|
|
—
|
|
|
—
|
|
|||
Corporate depreciation
|
(357
|
)
|
|
(344
|
)
|
|
(310
|
)
|
|||
Corporate restructuring
|
9
|
|
|
(598
|
)
|
|
—
|
|
|||
Corporate transaction-related expenses
|
—
|
|
|
—
|
|
|
(97
|
)
|
|||
Corporate integration and other restructuring
|
569
|
|
|
(359
|
)
|
|
(6,333
|
)
|
|||
Corporate loss on disposal of property, plant and equipment
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Corporate share based compensation (expense) income
|
(1,119
|
)
|
|
752
|
|
|
(7,969
|
)
|
|||
Loss before income taxes
|
$
|
(14,857
|
)
|
|
$
|
(84,349
|
)
|
|
$
|
(111,856
|
)
|
|
Year Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Finishing
|
$
|
12,198
|
|
|
$
|
13,693
|
|
|
$
|
11,407
|
|
Components
|
7,821
|
|
|
9,827
|
|
|
8,587
|
|
|||
Seating
|
8,435
|
|
|
8,894
|
|
|
13,693
|
|
|||
Acoustics
|
10,123
|
|
|
11,283
|
|
|
11,251
|
|
|||
Corporate
|
357
|
|
|
344
|
|
|
310
|
|
|||
|
$
|
38,934
|
|
|
$
|
44,041
|
|
|
$
|
45,248
|
|
|
Year Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Finishing
|
$
|
5,247
|
|
|
$
|
5,943
|
|
|
$
|
9,090
|
|
Components
|
3,797
|
|
|
2,950
|
|
|
4,875
|
|
|||
Seating
|
2,709
|
|
|
3,602
|
|
|
3,804
|
|
|||
Acoustics
|
3,563
|
|
|
6,058
|
|
|
14,881
|
|
|||
Corporate
|
557
|
|
|
1,227
|
|
|
136
|
|
|||
|
$
|
15,873
|
|
|
$
|
19,780
|
|
|
$
|
32,786
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Finishing
|
$
|
241,776
|
|
|
$
|
232,550
|
|
Components
|
72,724
|
|
|
81,450
|
|
||
Seating
|
99,155
|
|
|
105,184
|
|
||
Acoustics
|
145,490
|
|
|
172,769
|
|
||
Total segments
|
559,145
|
|
|
591,953
|
|
||
Corporate and eliminations
|
(12,822
|
)
|
|
(8,117
|
)
|
||
Consolidated
|
$
|
546,323
|
|
|
$
|
583,836
|
|
|
Year Ended
|
||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net sales by region
|
|
|
|
|
|
||||||
United States
|
$
|
441,691
|
|
|
$
|
492,667
|
|
|
$
|
510,526
|
|
Europe
|
151,628
|
|
|
154,307
|
|
|
138,578
|
|
|||
Mexico
|
50,080
|
|
|
49,594
|
|
|
48,242
|
|
|||
Other
|
5,217
|
|
|
8,951
|
|
|
11,020
|
|
|||
|
$
|
648,616
|
|
|
$
|
705,519
|
|
|
$
|
708,366
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Long-lived assets
|
|
|
|
||||
United States
|
$
|
197,174
|
|
|
$
|
219,591
|
|
Europe
|
70,797
|
|
|
84,638
|
|
||
Mexico
|
13,484
|
|
|
13,734
|
|
||
Other
|
4,240
|
|
|
4,118
|
|
||
|
$
|
285,695
|
|
|
$
|
322,081
|
|
17.
|
Commitments and Contingencies
|
18.
|
Subsequent Events
|
|
|
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
|
|
2,350,527
|
|
|
$
|
—
|
|
|
352,587
|
|
(2)
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Total
|
|
2,350,527
|
|
|
—
|
|
|
352,587
|
|
|
Index to Consolidated Financial Statements
|
|
|
As of December 31, 2017 and 2016, for the years ended December 31, 2017, December 31, 2016 and December 31, 2015
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
Index to Financial Statement schedules
|
|
|
For the years ended December 31, 2017, December 31, 2016 and December 31, 2015
|
|
Page
|
|
|
|
Balance at beginning of year
|
|
Charge to Costs and Expenses
|
|
Utilization of Reserves
|
|
Other
(1)
|
|
Balance at end of year
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
3,392
|
|
|
$
|
82
|
|
|
$
|
(634
|
)
|
|
$
|
119
|
|
|
$
|
2,959
|
|
Deferred tax valuation allowances
|
|
$
|
4,879
|
|
|
$
|
283
|
|
|
$
|
(1,164
|
)
|
|
$
|
222
|
|
|
$
|
4,220
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,524
|
|
|
$
|
1,696
|
|
|
$
|
(783
|
)
|
|
$
|
(45
|
)
|
|
$
|
3,392
|
|
Deferred tax valuation allowances
|
|
$
|
3,703
|
|
|
$
|
1,469
|
|
|
$
|
—
|
|
|
$
|
(293
|
)
|
|
$
|
4,879
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,415
|
|
|
$
|
590
|
|
|
$
|
(374
|
)
|
|
$
|
(107
|
)
|
|
$
|
2,524
|
|
Deferred tax valuation allowances
|
|
$
|
3,898
|
|
|
$
|
(243
|
)
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
3,703
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit Number
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Exhibit Number
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
11
|
|
Computation of per share earnings (contained in Note 13 of “Notes to Consolidated Financial Statements” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
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
|
*
|
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.
|
|
|
**
|
Represents a management contract or compensatory plan, contract or arrangement.
|
|
JASON INDUSTRIES, INC.
|
|
|
Dated: March 1, 2018
|
/s/ Brian K. Kobylinski
|
|
Brian K. Kobylinski
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
Dated: March 1, 2018
|
/s/ Chad M. Paris
|
|
|
Chad M. Paris
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian K. Kobylinski
|
|
President, Chief Executive Officer and Director
|
|
Dated: March 1, 2018
|
Brian K. Kobylinski
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Chad M. Paris
|
|
Senior Vice President and Chief Financial Officer
|
|
Dated: March 1, 2018
|
Chad M. Paris
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Jeffry N. Quinn
|
|
Chairman of the Board of Directors
|
|
Dated: March 1, 2018
|
Jeffry N. Quinn
|
|
|
|
|
|
|
|
|
|
/s/ James P. Heffernan
|
|
Director
|
|
Dated: March 1, 2018
|
James P. Heffernan
|
|
|
|
|
|
|
|
|
|
/s/ Edgar G. Hotard
|
|
Director
|
|
Dated: March 1, 2018
|
Edgar G. Hotard
|
|
|
|
|
|
|
|
|
|
/s/ James E. Hyman
|
|
Director
|
|
Dated: March 1, 2018
|
James E. Hyman
|
|
|
|
|
|
|
|
|
|
/s/ Mitchell I. Quain
|
|
Director
|
|
Dated: March 1, 2018
|
Mitchell I. Quain
|
|
|
|
|
|
|
|
|
|
/s/ Dr. John Rutledge
|
|
Director
|
|
Dated: March 1, 2018
|
Dr. John Rutledge
|
|
|
|
|
|
|
|
|
|
/s/ James M. Sullivan
|
|
Director
|
|
Dated: March 1, 2018
|
James M. Sullivan
|
|
|
|
|
|
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
Name:
|
(i)
|
subject to clause (ii) below, if on the relevant Eurocurrency determination date the relevant London interbank offered rate for U.S. dollar deposits has been discontinued, then the Administrative Agent shall use (a) an industry-accepted successor rate to the relevant London interbank offered rate for U.S. dollar deposits or (b) if no such industry-accepted successor rate exists, the most comparable substitute or successor rate to the relevant London interbank offered rate for U.S. dollar deposits, in each case as determined by a financial agent (which may be an affiliate of the Administrative Agent) appointed by the Administrative Agent; and
|
(ii)
|
if the financial agent has determined a substitute or successor rate, the Administrative Agent shall notify the Borrower and the Lenders of such rate and the Borrower and the Lenders agree to enter into any amendments to this Agreement that are necessary to implement such rate.
|
|
Name:
|
(i)
|
subject to clause (ii) below, if on the relevant Eurocurrency determination date the relevant London interbank offered rate for U.S. dollar deposits has been discontinued, then the Administrative Agent shall use (a) an industry-accepted successor rate to the relevant London interbank offered rate for U.S. dollar deposits or (b) if no such industry-accepted successor rate exists, the most comparable substitute or successor rate to the relevant London interbank offered rate for U.S. dollar deposits, in each case as determined by a financial agent (which may be an affiliate of the Administrative Agent) appointed by the Administrative Agent; and
|
(ii)
|
if the financial agent has determined a substitute or successor rate, the Administrative Agent shall notify the Borrower and the Lenders of such rate and the Borrower and the Lenders agree to enter into any amendments to this Agreement that are necessary to implement such rate.
|
1.
|
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.
|
2.
|
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.
|
3.
|
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).
|
4.
|
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 acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event that I should bring a Claim seeking damages against the Company, or in the event that I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim, or of any facts that could give rise to a claim, of the type described in
paragraph 2
as of the execution of this General Release.
|
5.
|
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”).
|
6.
|
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.
|
7.
|
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.
|
8.
|
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.
|
9.
|
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.
|
10.
|
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.
|
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 OF THE COMPANY AND BY ME.
|
|
(Unaudited)
|
|||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
June 30, 2014 Through December 31, 2014
|
|
|
January 1, 2014 Through June 29, 2014
|
|
Year Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
2013
|
||||||||||||||
(Loss) earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Loss) income before income taxes
|
$
|
(14,857
|
)
|
|
$
|
(84,349
|
)
|
|
$
|
(111,856
|
)
|
|
$
|
(21,869
|
)
|
|
|
$
|
(5,528
|
)
|
|
$
|
42,335
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less: Equity income from equity investees
|
(952
|
)
|
|
(681
|
)
|
|
(884
|
)
|
|
(381
|
)
|
|
|
(831
|
)
|
|
(2,345
|
)
|
||||||
(Loss) income before income taxes and equity income from equity investees
|
(15,809
|
)
|
|
(85,030
|
)
|
|
(112,740
|
)
|
|
(22,250
|
)
|
|
|
(6,359
|
)
|
|
39,990
|
|
||||||
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges
|
37,170
|
|
|
36,196
|
|
|
35,069
|
|
|
17,805
|
|
|
|
8,889
|
|
|
18,416
|
|
||||||
Distributed income of equity investees
|
—
|
|
|
2,068
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,000
|
|
||||||
Total earnings (loss)
|
$
|
21,361
|
|
|
$
|
(46,766
|
)
|
|
$
|
(77,671
|
)
|
|
$
|
(4,445
|
)
|
|
|
$
|
2,530
|
|
|
$
|
59,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expensed, including amortization of deferred financing costs and accretion of debt discount, excluding loss on early extinguishment of debt
|
$
|
33,089
|
|
|
$
|
31,843
|
|
|
$
|
31,835
|
|
|
$
|
16,172
|
|
|
|
$
|
7,301
|
|
|
$
|
15,316
|
|
Estimated interest component of rent expense (3)
|
4,081
|
|
|
4,353
|
|
|
3,234
|
|
|
1,633
|
|
|
|
1,588
|
|
|
3,100
|
|
||||||
Total fixed charges
|
$
|
37,170
|
|
|
$
|
36,196
|
|
|
$
|
35,069
|
|
|
$
|
17,805
|
|
|
|
$
|
8,889
|
|
|
$
|
18,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pre-tax preferred dividend requirements
|
$
|
40
|
|
|
$
|
3,892
|
|
|
$
|
4,494
|
|
|
$
|
2,831
|
|
|
|
$
|
—
|
|
|
$
|
4,227
|
|
Total fixed charges plus preference dividends
|
$
|
37,210
|
|
|
$
|
40,088
|
|
|
$
|
39,563
|
|
|
$
|
20,636
|
|
|
|
$
|
8,889
|
|
|
$
|
22,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges (1)
|
— (2)
|
|
|
— (2)
|
|
|
— (2)
|
|
|
— (2)
|
|
|
|
— (2)
|
|
|
3.2
|
|
||||||
Ratio of earnings to fixed charges and preference dividends (1)
|
— (2)
|
|
|
— (2)
|
|
|
— (2)
|
|
|
— (2)
|
|
|
|
— (2)
|
|
|
2.6
|
|
||||||
Amount of deficiency in earnings to fixed charges
|
$
|
(15,809
|
)
|
|
$
|
(85,030
|
)
|
|
$
|
(112,740
|
)
|
|
$
|
(22,250
|
)
|
|
|
$
|
(6,359
|
)
|
|
$
|
—
|
|
Amount of deficiency in earnings to fixed charges and preference dividends
|
$
|
(15,849
|
)
|
|
$
|
(88,922
|
)
|
|
$
|
(117,234
|
)
|
|
$
|
(25,081
|
)
|
|
|
$
|
(6,359
|
)
|
|
$
|
—
|
|
(1)
|
For purposes of calculating the ratios of consolidated earnings to fixed charges and to fixed charges and preference dividends:
|
•
|
“earnings” consist of (loss) income before income taxes and equity income from investees, plus fixed charges and distributed income of equity investees;
|
•
|
“fixed charges” represent interest expensed and capitalized, and amortization of deferred financing costs and accretion of debt discount; and
|
•
|
“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.
|
(2)
|
The ratio of earnings to fixed charges and to fixed charges and preference dividends for this period was less than 1.0x.
|
(3)
|
Interest inherent in rent expense is an amount representative of the interest factor in rentals (for this purpose, the interest factor is assumed to be one-third of rental expense)
|
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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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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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
|
|
Illinois
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Osborn Lippert Pvt. Ltd.
|
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India
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Promek Seating Systems Ltd.
|
|
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.
|
|
Mexico
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Milsco de Mexico S. de R.L. de C.V.
|
|
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.
|
|
Nevada
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Jason International Holdings, Inc.
|
|
Nevada
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Jason Ohio Corporation
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Ohio
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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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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.
|
|
United Kingdom
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Jason UK Ltd.
|
|
United Kingdom
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Webb Jarratt & Co. Ltd.
|
|
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.;
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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.
|
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:
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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.
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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;
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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
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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
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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/ Brian K. Kobylinski
|
|
|
Brian K. Kobylinski
President, Chief Executive Officer and Director
(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/ Chad M. Paris
|
|
|
Chad M. Paris
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/ Brian K. Kobylinski
|
|
|
Brian K. Kobylinski
President, Chief Executive Officer and Director
(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/ Chad M. Paris
|
|
|
Chad M. Paris
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|