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JASON INDUSTRIES, INC. FILES (8-K/A) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

August 11, 2014

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under "Introductory Note" above is incorporated in this Item 2.01 by reference. The material provisions of the Purchase Agreement are described in the Company's Proxy Statement dated June 16, 2014 (the "Proxy Statement") relating to the Special Meeting (as defined below) in the section entitled "Proposal No. 1-Approval of the Business Combination-The Purchase Agreement," which is incorporated by reference herein. The Business Combination was approved by Quinpario's stockholders at the Special Meeting in lieu of 2014 Annual Meeting of the Stockholders held on June 30, 2014 (the "Special Meeting"). At the Special Meeting, 21,870,040 shares of Quinpario common stock were voted in favor of the proposal to approve the Business Combination and no shares of Quinpario common stock were voted against that proposal. 1



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In connection with the closing, the Company redeemed a total of 2,542,667 shares of its common stock pursuant to the terms of the Company's amended and restated certificate of incorporation, resulting in a total payment to redeeming stockholders of $26,101,273. In the Business Combination, the Company paid the following consideration to the former equity holders of Jason: (i) $260,449,700 in aggregate cash consideration and (ii) reserved 3,485,623 shares of our common stock deliverable upon exchange of shares of JPHI which are held by former equity holders of Jason. As of the Closing Date following the redemption, there were 21,990,666 shares of common stock of the Company outstanding, 45,000 shares of Series A Convertible Preferred Stock of the Company outstanding and warrants exercisable for 18,400,000 shares of common stock of the Company. As of the Closing Date, the former equity holders of Jason owned approximately 3,485,623 shares of JPHI exchangeable on a one-for-one basis for shares of common stock of the Company. As of the Closing Date, the Quinpario founders owned approximately 31% of the outstanding common stock of the Company and the Quinpario public stockholders owned approximately 69% of the outstanding common stock of the Company. In connection with the closing of the Business Combination, the unsecured, non-interest bearing promissory note, dated as of May 12, 2014, by and between Quinpario and Quinpario Partners LLC, for an amount up to $2,500,000 inclusive of amounts advanced to Quinpario by Quinpario Partners LLC for transaction costs associated with the exploration of potential business combinations and transaction costs incurred in connection the Business Combination, was paid in full. Prior to the closing, Quinpario was a shell company with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the closing, the Company became a holding company whose assets primarily consist of interests in its subsidiary, JPHI and its subsidiary Jason. The following information is provided about the business of the Company reflecting the consummation of the Business Combination. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Company makes forward-looking statements in this Current Report on Form 8-K. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to: the benefits of the Business Combination; the future financial performance of the Company following the Business

Combination; expansion plans and opportunities; and 2



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other statements preceded by, followed by or that include the words "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.



As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the risk that the Business Combination disrupts current plans and



operations as a result of the consummation of the transactions described

herein; the ability to recognize the anticipated benefits of the Business



Combination, which may be affected by, among other things, competition and

the ability of the combined business to grow and manage growth profitably;

costs related to the Business Combination; changes in applicable laws or regulations;



the possibility that the Company may be adversely affected by other

economic, business, and/or competitive factors; and other risks and uncertainties set forth in the Proxy Statement in the



section entitled "Risk Factors" beginning on page 38.

Business

The business of Jason prior to the Business Combination is described in the Proxy Statement in the section entitled "Information about Jason" beginning on page 176, which is incorporated by reference herein. The business of Quinpario prior to the Business Combination is described in the Proxy Statement in the section entitled "Information about Quinpario" beginning on page 159, which is incorporated by reference herein.



Risk Factors

The risk factors related to the Company's business and operations are described in the Proxy Statement in the section entitled "Risk Factors" beginning on page 38, which is incorporated by reference herein. 3



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Selected Financial Information

Selected Historical Financial Information of Jason The selected historical financial information of Jason is provided in the Proxy Statement in the section entitled "Selected Historical Financial Information of Jason" beginning on page 32, which is incorporated by reference herein. 4



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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

For purposes of this section and the related Notes thereto, the term "Quinpario" refers to Quinpario Acquisition Corp. (now known as Jason Industries, Inc.), "JPHI" refers to JPHI Holdings Inc., and "Jason" refers to Jason Partners Holdings Inc., in each case prior to the Business Combination.



The following unaudited pro forma condensed combined balance sheet as of June 27, 2014 and the unaudited pro forma condensed combined statements of operations for the six months ended June 27, 2014 and for the year ended December 31, 2013 are based on the historical financial statements of Jason and Quinpario after giving effect to the Business Combination and the related financing transactions.

The unaudited pro forma condensed combined statement of operations for the six months ended June 27, 2014 and for the year ended December 31, 2013 give pro forma effect to (1) the Business Combination, (2) the related financing transactions, and (3) the redemption of warrants tendered upon expiration of the Company's warrant tender offer on July 18, 2014, as if they had occurred on January 1, 2013. The unaudited pro forma condensed combined balance sheet as of June 27, 2014 assumes that the Business Combination and the related financing transactions were completed on June 27, 2014. The unaudited pro forma condensed combined balance sheet as of June 27, 2014 was derived from Jason's unaudited consolidated balance sheet as of June 27, 2014 and Quinpario's unaudited consolidated balance sheet as of June 27, 2014. The unaudited pro forma condensed combined statement of operations for the six months ended June 27, 2014 was derived from Jason's unaudited consolidated statement of operations for the six months ended June 27, 2014 and Quinpario's unaudited consolidated statement of income for the six months ended June 27, 2014. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 was derived from Jason's audited consolidated statement of operations for the year ended December 31, 2013 and Quinpario's audited consolidated statement of income for the period May 31, 2013 (inception) to December 31, 2013. The Business Combination is accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification ("ASC") 805, "Business Combinations," ("ASC 805"). The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined statements of operations are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the post-combination company. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes and the sections in this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and notes thereto of Quinpario and Jason. 5



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The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Business Combination, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the results of the post-combination company. The unaudited pro forma condensed combined financial statements have been prepared based on (1) 2,542,667 shares of Common Stock redeemed, reflecting the final level of stockholders exercising their redemption rights with respect to their shares, and (2) 4,406,227 warrants tendered, reflecting the final level of warrant holders validly tendering their warrants under the Company's tender offer that expired on July 18, 2014. On June 30, 2014, we raised gross proceeds of $45 million from the sale of Series A Convertible Preferred Stock to consummate the Business Combination. The Series A Convertible Preferred Stock is convertible into the Common Stock at the option of the holder at any time. For further information regarding the pro forma impact of the conversion of Series A Convertible Preferred Stock to Common Stock refer to notes 3 (o) and 5 (d) of the notes to unaudited pro forma condensed financial information. On May 6, 2014, we commenced an offer to purchase up to 9,200,000 of our Public Warrants at a purchase price of $0.75 per public warrant in a proposed tender offer that expired on July 18, 2014 (the "Warrant Tender Offer"). On June 18, 2014 and July 7, 2014, we increased the purchase price of the Warrant Tender Offer to $1.00 and $1.50 per Warrant, respectively. The purpose of the Warrant Tender Offer was to provide holders of Public Warrants that may not wish to retain their Public Warrants following the Business Combination the possibility of receiving cash for their Public Warrants. For further information regarding the pro forma impact of the warrant tender refer to note 3 (t) of the notes to unaudited pro forma condensed financial information. 6



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Table of Contents Unaudited Pro Forma Condensed Combined Balance Sheet As of June 27, 2014 (in thousands) Jason Pro Forma Industries, Pro Forma Adjustments Inc. (f/k/a Jason Adjustments Pro Forma for Tender of Quinpario Partners for the Adjustments Common Pro Acquisition Holdings Business Footnote for Footnote Stock and Footnote Forma Corp.) Inc. Combination Reference Refinancing Reference Warrants Reference Combined ASSETS Current assets: Cash and cash equivalents $ 54 $ 27,471$ (261,566 ) 3a $ 177,077 3k (26,101 ) 3s $ 84,392 (17,500 ) 3b 399,828 3m (6,609 ) 3t . . .



Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The Audited Consolidated Financial Statements of Jason for the years ended December 31, 2011, 2012 and 2013 as well as the Unaudited Condensed Consolidated Financial Statements of Jason for the quarterly period ended March 28, 2014 are included in the Proxy Statement beginning on page F-30 and are incorporated herein by reference. Below are the unaudited Condensed Consolidated Financial Statements of Jason for the quarterly period ended June 27, 2014. 53



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Table of Contents Jason Partners Holdings Inc. Contents Page(s)

Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Operations 55 Condensed Consolidated Statements of Comprehensive Income 56 Condensed Consolidated Balance Sheets 57 Condensed Consolidated Statements of Cash Flows 58 Notes to Condensed Consolidated Financial Statements 59-71



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Jason Partners Holdings Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited) Three Months Ended Six Months Ended June 28, June 27, June 28, June 27, 2013 2014 2013 2014 Net sales $ 176,196$ 190,615$ 355,865$ 377,151 Cost of goods sold 134,789 148,993 274,044 293,485 Gross profit 41,407 41,622 81,821 83,666 Selling and administrative expenses 26,519 27,263 53,478 55,175 Newcomerstown fire gain - net (Note 13) (4,635) - (2,916) - Loss on disposals of property, plant and equipment - net 35 215 40 338 Restructuring (Note 3) 100 1,907 172 2,554 Transaction-related expenses (Note 1) 998 3,233 1,015 4,774 Multiemployer pension plan withdrawal gain (Note 1) (696) - (696) - Operating income 19,086 9,004 30,728 20,825 Interest expense (3,579) (3,724) (13,359) (7,219) Equity income 500 516 725 831 Gain from sale of joint ventures (Note 2) - - - 3,508 Gain from involuntary conversion of property, plant and equipment (Note 13) - - 1,927 - Other income (expense) - net 50 29 97 107 Income before income taxes 16,057 5,825 20,118 18,052 Tax provision 5,793 588 7,213 5,080 Net income 10,264 5,237 12,905 12,972 Accretion of preferred stock dividends and redemption premium 660 - 1,646 - Net income available to common shareholders $ 9,604 $



5,237 $ 11,259$ 12,972

Net income per share available to common shareholders: Basic and diluted $ 9,604 $



5,237 $ 11,259$ 12,972

Weighted average number of common shares outstanding: Basic and diluted 1,000 1,000 1,000 1,000



Cash dividends paid per common share $ 5,760 $ -

$ 30,722 $ -

The accompanying notes are an integral part of these condensed consolidated financial statements. 55



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Jason Partners Holdings Inc.

Condensed Consolidated Statements of Comprehensive Income

(In thousands) (Unaudited) Three Months Ended Six Months Ended June 28, June 27, June 28, June 27, 2013 2014 2013 2014 Net income $ 10,264 $ 5,237$ 12,905$ 12,972 Other comprehensive income (loss): Employee retirement plan adjustments, net of tax 78 48 157 105 Cumulative foreign currency translation adjustments associated with joint ventures sold - - - (591) Foreign currency translation adjustments (35) (592) (848) (463) Total other comprehensive loss 43 (544) (691) (949) Comprehensive income $ 10,307 $ 4,693$ 12,214$ 12,023 The accompanying notes are an integral part of these condensed consolidated financial statements. 56



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Jason Partners Holdings Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

(Unaudited) December 31, June 27, 2013 2014 Assets Current assets Cash and cash equivalents $ 16,318 $ 27,471 Accounts receivable - net of allowances for doubtful accounts of $2,227 at December 31, 2013 and $2,459 at June 27, 2014 77,003 97,692 Inventories - net 72,259 77,834 Deferred income taxes 6,755 7,027 Investments in partially-owned affiliates held for sale (Note 2) 8,211 - Other current assets 19,746 19,444 Total current assets 200,292 229,468 Property, plant and equipment - net of accumulated depreciation of $57,362 at December 31, 2013 and $64,983 at June 27, 2014 126,286



126,535

Goodwill 34,198 34,198 Other intangible assets - net 49,131 46,429 Investments in partially-owned affiliates 5,547 6,089 Deferred income taxes 2,066 2,832 Other assets - net 5,497 5,357 Total assets $ 423,017 $ 450,908



Liabilities and Shareholders' Equity

Current liabilities Current portion of long-term debt $ 6,904 $ 6,389 Accounts payable 58,042 64,486 Accrued compensation and employee benefits 20,831 21,218 Accrued interest 2,998 281 Accrued income taxes 2,764 7,143 Liabilities related to fire (Note 13) 1,000 812 Deferred income taxes 105 105 Other current liabilities 19,679 22,110 Total current liabilities 112,323 122,544 Long-term debt 235,831 243,763 Postretirement health and other benefits 11,134 11,107 Multiemployer pension plan withdrawal liability 2,213 2,133 Deferred income taxes 27,774 24,447 Other long-term liabilities 3,270 4,322 Total liabilities 392,545 408,316



Commitments and contingencies (Note 12)

Shareholders' Equity Common stock, $0.001 par value 1,000 shares authorized, 1,000 shares issued and outstanding - - Additional paid-in capital 25,358 25,455 Retained earnings 4,640 17,612 Accumulated other comprehensive income (loss) 474 (475) Total shareholders' equity 30,472 42,592 Total liabilities and shareholders' equity $ 423,017



$ 450,908


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