[PPT] - FOURTH QUARTER 2016 EARNINGS CALL //// MARCH 2, 2017 Brian Koby PowerPoint Presentation

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FOURTH QUARTER 2016 EARNINGS CALL //// MARCH 2, 2017 Brian “Koby” Kobylinski, Chief Executive Officer Sarah Lauber, Senior Vice President & Chief Financial Officer Chad Paris, Vice President, Investor Relations

SEATING FINISHING ACOUSTICS COMPONENTS

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DISCLAIMER

FORWARD LOOKING STATEMENTS This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to revenues, earnings, financial information, performance, strategies, prospects and other aspects of the businesses of Jason Industries, Inc. (the “Company”) are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results

r outcomes to differ materially from those indicated by such forward looking statements.

The forward‐looking statements contained in this presentation are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. The forward-looking statements are not guarantees of performance or results, as they involve risks, uncertainties (some of which are beyond our control) and

assumptions. Although we believe that these forward‐looking statements are based on reasonable assumptions, many factors could affect our actual results

and cause them to differ materially from those anticipated in the forward-looking statements. More information on potential factors that could affect the Company’s financial condition and operating results is included in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K filed on March 2, 2017, and in the Company’s other filings with the Securities and Exchange Commission. Any forward‐looking statement made by the Company in this presentation speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward‐looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. NON-GAAP AND OTHER COMPANY INFORMATION Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors. Because the Company’s calculations of these measures may differ from similar measures used by other companies, you should be careful when comparing the Company’s non-GAAP financial measures to those of other companies. A reconciliation of non-GAAP financial measures to GAAP financial measures is included in an appendix to this presentation.

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

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AGENDA

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

FOURTH QUARTER RESULTS BUSINESS UPDATE FINANCIAL OUTLOOK CLOSING COMMENTS Q&A

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FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS

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FOURTH QUARTER RESULTS

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

NET SALES OF $158.8 MILLION, DECREASED 8.6%

Organic Sales Decreased 5.8%
Non-Core Business Exit Negative Impact 2.0%
Foreign Currency Translation Negatively Impacted Sales 0.8%

ADJUSTED EBITDA MARGINS OF 6.6%, DECREASED 300 BPS

Lower Volumes In Components, Seating And Finishing
Unfavorable Product Mix In Finishing And Seating
Realized $2.4M Cost Reduction Savings

FINANCIAL RESULTS SUMMARY

(in millions)

4Q 2016 4Q 2015 4Q YoY Net sales $158.8 $173.8 (8.6)% Adjusted EBITDA $10.5 $16.7 $(6.2) Margin 6.6% 9.6% (300) bps

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FOURTH QUARTER SALES RESULTS

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

SALES

(in millions)

4th Quarter Y-O-Y FX 2016 2015 Change Impact Seating $32.1 $36.7 $(4.6) $(0.2) Finishing 44.3 49.6 (5.3) (0.9) Acoustics 61.0 59.3 1.7 (0.1) Components 21.3 28.2 (6.9)

Total

$158.8 $173.8 $(15.1) $(1.2)

Seating Organic Sales Decline Of 11.8%

− Significant Volume Decline In Heavyweight Motorcycles

Finishing Organic Sales Decline Of 7.3%

− Softer Global Industrial Demand − Negative 1.9% Impact Due To Foreign Currency Translation − Exit From Non-core Market In Brazil 1.4%

Acoustics Organic Sales Growth Of 3.1%

− New Platform Launches Drove Growth

Components Organic Sales Decline Of 14.2%

− Further, But Expected, Declines In Railcar Products − Softer Industrial Metals Demand − Smart Meter Volume Growth − Exit Of Non-Core Product Lines 10.1%

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FOURTH QUARTER ADJUSTED EBITDA RESULTS

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

ADJUSTED EBITDA

(in millions)

4th Quarter 2016 % of Sales 2015 % of Sales Y-O-Y Change Bps Change Seating $1.4 4.3% $(0.4) (1.1)% $1.8 +540 Finishing 4.3 9.7 5.5 11.2 (1.2)

150

Acoustics 6.4 10.5 8.3 14.0 (1.9)

350

Components 2.6 12.4 5.0 17.9 (2.4)

550

Corporate (4.2) (1.8) (2.4)

Total

$10.5 6.6% $16.7 9.6% $(6.2)

300
Seating Adjusted EBITDA Margin Of 4.3%

− Unfavorable Mix Due To Reduced Motorcycle Volumes − $1.0M Charge in PY For Inventory Adjustment

Finishing Adjusted EBITDA Margin Of 9.7%

− Lower Volumes And Unabsorbed Labor

Acoustics Adjusted EBITDA Margin Of 10.5%

− Higher Operational Expenses Related To Labor And Scrap − Increased Overhead Costs

Components Adjusted EBITDA Margin Of 12.4%

− Lower EBITDA On Rail And Industrial Metal Volume

Decreases

Corporate Expenses Increase $2.4M

− Includes $1.0M Of Supply Chain Consulting Costs − Timing Of Bonus Accrual Reversal And Higher Healthcare

Costs

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FINANCIAL POSITION

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

LIQUIDITY & DEBT FREE CASH FLOW

CONTINUED FOCUS ON DEBT REDUCTION & FREE CASH FLOW GENERATION

(in millions)

$420 $425 $430 $435 $440 $445 $450 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 4Q15 1Q16 2Q16 3Q16 4Q16

D e b t L i q u i d i t y

Cash Revolver Availability Debt

Higher Free Cash Flow On Improvements In

Working Capital And Lower Capex Offset Lower EBITDA

Net Debt To Adj. EBITDA 6.2X As Of 4Q16

*See Appendix for calculation of Net Debt to Adjusted EBITDA.

(in millions)

2016 2015 Adjusted EBITDA 64.2 $ 81.2 $ Cash Interest/Taxes (36.6) (33.3) Cash Restructuring (11.4) (9.6) Changes In Working Capital 18.9 0.7 Operating Cash Flow 35.1 $ 39.0 $ Less: Capital Expenditures (19.8) $ (32.8) $ Less: Preferred Stock Dividends (3.6) (3.6) Free Cash Flow After Dividends 11.7 $ 2.6 $

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FULL YEAR 2016 RESULTS

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

NET SALES OF $705.5 MILLION, DECREASED 0.4%

Acquisition Growth From DRONCO Of $17.0 Million Or 2.4%
Foreign Currency Translation Negatively Impacted Sales 0.6%
Organic Sales Decline Of 1.7%
Non-Core Business Exit Negative Impact 0.5%

ADJUSTED EBITDA MARGINS OF 9.1%, DECREASED 240 BPS FREE CASH FLOW OF $11.7 MILLION, INCREASED $8.9 MILLION

FINANCIAL RESULTS SUMMARY

(in millions)

FY 2016 FY 2015 YoY 2016 Guidance Net sales $705.5 $708.4 (0.4)% $695 - $705 Adjusted EBITDA $64.2 $81.2 $(17.0) $62 - $65 Adj EBITDA Margin 9.1% 11.5% (240) bps Cap Ex As % of Sales 2.8% 4.6% (180) bps ~ 3.0% Free Cash Flow $11.7 $2.6 $8.9 $2 - $7

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BUSINESS UPDATE

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PROGRESS UPDATE

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Fourth Quarter

Significant Volume Declines In Motorcycle & Rail Markets Soft General Industrial Demand Steady Operational Improvement

Full Year 2016

Significant End Market Challenges Global Cost Reduction Initiatives Partially Mitigate Top Line Decline

SG&A Headcount Reductions
Facility Closure And Consolidation
Investments In Supply Chain Driving Future Savings

FOCUS ON EXECUTION

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Key End Markets

General Industrial Heavy Fabrication Oil & Gas Construction Auto Heavy Industry Equipment Rail Turfcare Motorcycle & Powersports

Finishing Components Seating Acoustics

END MARKET DEMAND & ORGANIC GROWTH

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

Organic Growth 2015 2016 % Q1 Q2 Q3 Q4 FY 2015 Q1 Q2 Q3 Q4 YTD Finishing

2.1% (2.1)% 1.2% (3.9)% (0.7)% (1.8)% (1.5)% (5.1)% (7.3)% (4.1)%

Components

(10.2) 6.4 1.1 (2.9) (1.7) (13.7) (25.3) (16.8) (14.2) (17.7)

Seating

(1.9) (0.6) 15.7 6.5 3.5 2.1 (13.7) (12.5) (11.8) (8.5)

Acoustics

(1.1) 1.2 (1.9) 10.0 2.1 21.9 12.5 23.2 3.1 14.7

Jason

(2.2)% 0.7% 3.0% 3.1% 1.0% 4.1% (4.9)% (0.2)% (5.8)% (1.7)%

*Organic sales refers to year over year change in net sales from existing operations excluding acquisitions, divestitures and exited non-core businesses, and the impact of foreign currency translation.

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OPERATIONS UPDATE

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

Finishing

Simplifying And Growing Core Products And Customers

Significant Q4 Inventory

Reduction

SKU Reduction

Components

Repositioning The Business

End Market Diversification
Libertyville Facility Consolidation

Seating Acoustics

Focus On Operations

Operational Investments And

Improvements For Turf Care Season

Heavyweight Motorcycle Demand Below

Lowered Expectations Customer Recognition For Quality And Delivery

Exceptional Quality And

Delivery Performance

New Opportunities Lead To Platform Wins

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Targeted Actions To Free Up Floor Space, Implement 5s, And Increase Flow

LEAN ACTIVITY - FACILITIES

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Days Inventory On Hand Improved 16% Targeting An Additional 15% Improvement

LEAN ACTIVITY – INVENTORY

ACTIONS

Kaizen Event Involving Cross-functional Team
Stratified Inventory And Targeted Slow-moving Items
Eliminated 35,000 SKUs
Implemented Kan Ban, Adjusted Safety Stock Levels And Reorder Points

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

RESULTS

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CUSTOMER RECOGNITION

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

AWARDS

2016 Certificate of Excellence

Automotive OEM Janesville Acoustics

2016 Outstanding Quality

Automotive OEM Janesville Acoustics – Site A

2016 Outstanding Quality

Automotive OEM Janesville Acoustics – Site B

2016 Delivery Performance

Power Equipment OEM Milsco

NEW BUSINESS

Platform 1

European Transplant Automotive OEM Janesville Acoustics

Platform 2

North American Automotive OEM Janesville Acoustics

Application 1

Speaker Manufacturer OEM Metalex

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ACTIONS PROGRESS UPDATE

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

FINISHING EXITING BRAZIL
Completed Operations Shutdown In December
COMPONENTS FACILITY CLOSURE
Consolidating Two Plants In Libertyville, IL
Annual Cost Savings Of $1.3M
Consolidation On-Track By Q4 2017, ~$1.5M Of

Restructuring Costs

ACOUSTICS SALE OF EUROPEAN OPERATIONS
Historically Dilutive To Margins
Non-Strategic To Growth Plans, Focus Segment On

Growth In Core North American Market

Redeploy Capital To Invest In Other Businesses &

Restructuring

Evaluating Bids to Maximize Value
FACILITY SALE LEASEBACK
Evaluating Monetizing Certain Real Estate Assets To

Accelerate Net Debt Reduction

Offering In-Process

COMPLETE IN PROCESS EVALUATING EVALUATING

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COST REDUCTION AND MARGIN EXPANSION PROGRAM

SG&A RESTRUCTURING

— Continuation Of Restructuring Efforts Announced In January — Actions Will Exceed Target

OPERATIONS OPTIMIZATION

— Supply Chain Project — Footprint Rationalization

— Buffalo Grove Facility Closed In 4Q16 — Libertyville Facility Consolidation 4Q17 — Additional Footprint Actions In 2017

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

SELF HELP PROGRAMS

2016 EBITDA Impact Annual Savings Achieved Annual Savings Target Over 3 yrs $8M $11M $10M $2M $11M $20M OPTIMIZE PRODUCT LINES, CUSTOMERS & LOCATIONS

SKU REDUCTION IN FINISHING AND SEATING
EXITING LOW MARGIN BUSINESS AND CUSTOMERS

— Components Non-Core Product Lines – Exited In 2016

EVALUTING ACOUSTICS SALE OF EUROPEAN OPERATIONS

— $30M Of Revenue, Historically Dilutive Margins

EXITED FINISHING BRAZIL

— $6M Of Revenue, Break-Even Business

PORTFOLIO OPTIMIZATION

$10M $22M $30M

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FINANCIAL OUTLOOK

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2017 OUTLOOK: BUSINESS UPDATE

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WHAT WE SEE

Finishing: 1% – 3% Organic Sales Growth

Improving Industrial And Oil & Gas Markets New Core Products Driving Market Share Gain 80/20 Expanding Margins, Focus on Higher Margin Core

Components: 10% – 12% Organic Sales Decline

Rail End Market Decline Continues Diversification In New End Markets

Seating: 2% – 5% Organic Sales Decline

Operational Improvement Continued Pressure In Heavyweight Motorcycles Flat Heavy Industry And Turf Care Markets

Acoustics: 7% – 9% Organic Sales Decline

Rising North American Automotive Inventory, Some Platforms Ending New Platform Opportunities

JASON ORGANIC SALES DECLINE 3% – 6%

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FISCAL 2017 GUIDANCE

2016 2017 GUIDANCE

Revenue (in millions): $705.5 $650 - $670 Adjusted EBITDA (in millions): $64.2

9.1%

$64 - $67

~10%

Cap Ex As % Of Sales: 2.8% ~2.8% Free Cash Flow (in millions): $11.6 $9 - $13 Net Debt to Adjusted EBITDA: 6.2X 5.7X – 6.1X

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$35.0 $45.0 $55.0 $65.0 $75.0

2016 Adj EBITDA Volume Customer / Portfolio Optimization Operational Improvements Cost Reduction Program Incentive Comp 2017 Adj EBITDA Outlook

(Adj EBITDA $ in Ms)

2016 TO 2017 ADJUSTED EBITDA GUIDANCE

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$64.2 $64 - $67 $4 - $8 $3 $8 - $10 $10 $6

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CLOSING COMMENTS & Q&A

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CLOSING COMMENTS

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2017 PRIORITIES

Execution On Restructuring Actions
Improving Operations Through LEAN
Commercial Activity Driving Diversification & Future Growth
Free Cash Flow And Working Capital Reduction

REPOSITIONING AND BUILDING FOR THE FUTURE

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APPENDIX

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DEBT SUMMARY

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

DEBT STRUCTURE

LONG-TERM MATURITIES WITH COVENANT-LITE TERMS

(in millions)

$303 $110 $25 4Q16 First Lien Term Loan Second Lien Term Loan Non-U.S. Debt 2021 2022 Maturity 50% Variable 50% Fixed Effective Interest Rate – 7.7% COVENANTS

Springing First Lien Leverage

Ratio Covenant Only Applicable When ≥$10m Borrowings On U.S. Revolver At Quarter End

Zero Borrowings Outstanding

U.S. Revolver, Strong Liquidity With No Expectation To Use Revolver

First Lien Leverage Ratio of

4.02x As Of 4Q16

Covenant (if applicable):
4Q16

5.00x

4Q17

4.50x

*Note the consolidated first lien net leverage ratio under the Company’s senior secured credit facilities was 4.02x as of December 31, 2016, and excludes second lien term loan borrowings from net debt. See Form 10-K for further discussion of the Company’s senior secured credit facilities.

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ADJUSTED EBITDA RECONCILIATION

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

4Q16 FY 2016 4Q15 FY 2015

(in millions)

Net Income (Loss) $(69.9) $(77.7) $(84.7) $(89.6) Tax provision (4.9) (6.2) (20.3) (22.3) Interest expense 7.9 31.8 8.4 31.8 Depreciation and amortization 11.0 43.5 11.7 45.2 EBITDA (55.8) (8.5) (84.9) (34.8) Adjustments: Impairment charges 63.3 63.3 94.1 94.1 Restructuring 2.2 7.2 0.2 3.8 Transaction-related expenses

0.9

Integration and other restructuring costs 0.7 2.0 5.7 9.0 Share-based compensation 0.1 (0.8) 1.5 8.0 Loss (gain) on disposal of fixed assets-net 0.1 0.9 0.1 0.1 Total adjustments 66.4 72.6 101.6 115.9 Adjusted EBITDA $10.5 $64.2 $16.7 $81.2

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ADJUSTED NET INCOME & ADJUSTED EARNINGS PER SHARE

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

4Q16 4Q15

(in millions, except per share amounts)

GAAP Net Loss $(69.9) $(84.7) Adjustments: Impairment charges 63.3 94.1 Restructuring 2.2 0.2 Integration and other restructuring costs 0.7 5.7 Share-based compensation 0.1 1.5 Loss (gain) on disposal of fixed assets-net 0.1

Tax effect on adjustments

(0.6) (16.1) Adjusted Net Loss $(4.1) $0.7 Diluted weighted average number of common shares outstanding (non-GAAP) 29.7 29.4 GAAP Net Loss per share available to Common shareholders of Jason Industries $(2.69) $(3.20) Adjustments net of income taxes: Impairment charges, net of non-controlling interest 2.39 3.00 Restructuring 0.09 0.01 Transaction-related expenses

Integration and other restructuring costs

0.03 0.16 Share-based compensation 0.01 0.06 Loss (gain) on disposal of fixed assets-net

GAAP to non-GAAP impact per share

0.03 (0.01) Adjusted loss per share $(0.14) $0.02

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NET DEBT TO ADJUSTED EBITDA

JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE

December 31, 2016

(in millions) Current and long-term debt $ 425.1 Add: Debt discounts 12.5 Less: Cash and cash equivalents (40.9) Net Debt $ 396.8 Adjusted EBITDA 1Q16 $ 18.3 2Q16 18.8 3Q16 16.5 4Q16 10.5 TTM Adjusted EBITDA 64.2 Net Debt to Adjusted EBITDA 6.2x

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JASON INDUSTRIES FOURTH QUARTER 2016 EARNINGS CALL //// PAGE