INVESTOR PRESENTATION //// NOVEMBER 2015 DISCLAIMER FORWARD - - PowerPoint PPT Presentation

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INVESTOR PRESENTATION //// NOVEMBER 2015 DISCLAIMER FORWARD - - PowerPoint PPT Presentation

SEATING FINISHING ACOUSTICS COMPONENTS INVESTOR PRESENTATION //// NOVEMBER 2015 DISCLAIMER FORWARD LOOKING STATEMENTS This presentation includes forward looking statements within the meaning of the safe harbor provisions of the


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INVESTOR PRESENTATION //// NOVEMBER 2015

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 11, 2015, 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 2015 INVESTOR PRESENTATION //// PAGE

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JASON BUSINESS OVERVIEW

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

KEY COMPANY FACTS

Employees ~4,000 Headquarters Milwaukee, WI 2014 Revenue $702.5 million 2014 Adjusted EBITDA $77.8 million Founded 1985 Listed on NASDAQ (JASN, JASNW) July 2014 Manufacturing 33 Sites in 12 Countries

GEOGRAPHIC FOOTPRINT FINANCIAL PROFILE

$600.6 $655.0 $680.8 $702.5 $702 - $712 $400 $500 $600 $700 $800 ʼ11 ʼ12 ʼ13 ʼ14 ʼ15E $58.0 $70.5 $79.8 $77.8 $81 - $84 9.7% 10.8% 11.7% 11.1% 11.7% $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 ʼ11 ʼ12 ʼ13 ʼ14 ʼ15E

NET SALES

($ in Millions)

ADJUSTED EBITDA

($ in Millions)

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JASON PORTFOLIO

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

ADJUSTED NET SALES EBITDA %  SEATING 24% 15%  FINISHING 27% 14%  ACOUSTICS 31% 9%  COMPONENTS 18% 14%

2014 JASON PORTFOLIO 2014 GEOGRAPHIC BUSINESS MIX

NET SALES  U.S. 72%  EUROPE 19%  MEXICO 7%  ROW 2%

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JASON BUSINESS SYSTEM

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

THE JASON BUSINESS SYSTEM (“JBS”) PROVIDES A DISCIPLINED PROCESS THROUGH WHICH JASON:

  • Identifies attractive opportunities for growth, investment and acquisitions
  • Focuses core competencies and manufacturing expertise to deploy best-

in-class processes that leverage synergies across Jason while driving a lean culture

  • Harnesses the voice of the customer to develop innovative new products

and deliver solutions that drive organic growth

  • Drives execution to deliver on commitments and success
  • Invests in the development of talent from within to build a foundation for

the future

  • Delivers shareholder value

SHAREHOLDER VALUE CREATION

ORGANIC GROWTH & ACQUISITIONS TALENT DEVELOPMENT

PEOPLE OPERATIONAL EXCELLENCE REVENUE GROWTH

IDENTIFYING ATTRACTIVE INDUSTRY POSITIONS PORTFOLIO MANAGEMENT & PRIORITIZATION ORGANIC GROWTH & ACQUISITIONS DEPLOY BEST-IN-CLASS BUSINESS PROCESSES EXECUTION TALENT DEVELOPMENT

  • Multi-billion dollar markets
  • Global opportunities
  • Fragmented end-markets
  • Macro-economic trends
  • Allocation of capital and

resources to attractive investments and shareholder returns

  • Optimization of the portfolio

to provide synergies and earnings growth

  • Global sales organization
  • Innovative product

development

  • Disciplined approach

to acquisitions

  • Sharing expertise across

businesses

  • Enterprise-wide

“Lean Culture”

  • Common processes
  • Empowered employees
  • Meeting commitments
  • Pay for performance
  • Attracting top talent
  • Investing in people to

achieve results

  • Global deployment

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ADDRESSABLE MARKET(1)

$1.5 BILLION

WORLDWIDE

SEATING OVERVIEW

OVERVIEW

  • Milsco brand maintains the #1 position in the global static seating market
  • Primary product segments include heavyweight motorcycles, turf care, heavy

industry and powersports

  • Positioned for future growth opportunities in global heavy construction and

agriculture markets

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

SEATING’S LONG-STANDING OEM CUSTOMERS REPRESENT SOME OF THE WORLD’S BEST-KNOWN BRANDS, INCLUDING HARLEY-DAVIDSON MOTOR COMPANY, JOHN DEERE, MTD, POLARIS AND HUSQVARNA

United States 95% (1) Management estimates

$165 $163 $165 $172 15% 14% 15% 15% $0 $50 $100 $150 $200 ʼ11 ʼ12 ʼ13 ʼ14

FINANCIAL PROFILE

 Adjusted EBITDA %  Revenue ($ in millions)

2014 REVENUE BY GEOGRAPHY

31%

2014 REVENUE BY END PRODUCT U.S. 95% EUROPE 5% TURF EQUIPMENT 37% MOTORCYCLE OEM 19% MOTORCYCLE AFTERMARKET 10% CONSTRUCTION & AGRICULTURE 17% MATERIAL HANDLING 11% UTILITY VEHICLES 4% MARINE 2%

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SEATING GROWTH

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

DRIVERS OF ORGANIC GROWTH

  • Enhance market-leading positions in motorcycle and turf equipment
  • Penetrate into adjacent markets, including medium construction and agriculture
  • Leverage existing capabilities in suspension systems and technology into new

products

  • Expand geographic footprint
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OVERVIEW

  • Jason’s Acoustics segment is North America’s largest producer of acoustical fiber

insulation and a leading producer of automotive fiber-based molded and die-cut products

  • Products are used in approximately 70% of light vehicles in North America today,

including the majority of top platforms

  • Jason’s Acoustics segment product content per vehicle has increased by 48%

since 2010

  • Future organic growth will be driven by innovative new products, including lightweight-

fiber automotive underbodies

ACOUSTICS HAS DEVELOPED EXTENSIVE DESIGN AND MANUFACTURING EXPERTISE TO PROVIDE CUSTOM ACOUSTICAL SOLUTIONS FOR EACH VEHICLE PLATFORM IT SERVES

ADDRESSABLE MARKET(1)

$2.5 BILLION

IN NORTH AMERICA

U.S. 64% MEXICO 22% EUROPE 14% DIE CUT INSULATION 24% MOLDED INSULATION 18% TRUNK SYSTEMS 21% IP CLOSEOUTS 10% CARPET SYSTEMS 10% OTHER 12% ENGINE 3% WHEEL LINERS 2%

ACOUSTICS OVERVIEW

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

2014 REVENUE BY GEOGRAPHY 2014 REVENUE BY END PRODUCT

$145 $172 $204 $219 6% 8% 11% 9% $0 $50 $100 $150 $200 $250 ʼ11 ʼ12 ʼ13 ʼ14

FINANCIAL PROFILE

 Adjusted EBITDA %  Revenue ($ in millions)

$12 BILLION

WORLDWIDE

//

(1) Management estimates

Wheelhouse/ Cowl Under Bonnet Hush Panels Dashboard Insulators (Interior & Exterior) Door Panel Insulation Underbody Floor/Carpet Underlayment Luggage Compartment

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ACOUSTICS GROWTH

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

DRIVERS OF ORGANIC GROWTH

  • Capture market share through new product lines (wheel liners, underbody

panels, trunk systems)

  • Capitalize on light-weight fiber products supporting industry fuel efficiency

trends

  • Grow market share with existing and new customers in Mexico
  • Establish additional direct OEM relationships

ADJUSTED EBITDA MARGIN EXPANSION

  • Refresh product portfolio, focusing on high-value add product lines (wheel

liners, underbody panels, trunk systems)

  • Optimize customer pricing
  • Rationalize footprint and improve operational efficiencies
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U.S. 100% ELECTRIC METERS 22% FILTRATION 24% RAIL 21% INDUSTRIAL 15% SMALL ENGINES 9% OTHER 9%

COMPONENTS OVERVIEW

OVERVIEW

  • North America’s top independent manufacturer of rail safety products, expanded

and perforated metal products and electric meter bases

  • Components offers customized metal components and individualized

engineered solutions

  • Product categories are united by a common culture of maintaining

industry-leading engineering capabilities

JASON COMPONENTS’ INNOVATIVE DESIGN AND MANUFACTURING CAPABILITIES HAVE ALLOWED IT TO SUSTAIN SUCCESSFUL, LONG-TERM CUSTOMER RELATIONSHIPS

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

2014 REVENUE BY GEOGRAPHY 2014 REVENUE BY END PRODUCT

$100 $136 $131 $124 19% 18% 17% 14% $0 $30 $60 $90 $120 $150 ʼ11 ʼ12 ʼ13 ʼ14

FINANCIAL PROFILE

 Adjusted EBITDA %  Revenue ($ in millions) ADDRESSABLE MARKET(1)

$750 MILLION

IN NORTH AMERICA

$2 BILLION

WORLDWIDE

//

(1) Management estimates Note: 2011 revenue and Adjusted EBITDA % is pro forma for acquisition of Morton Manufacturing

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COMPONENTS GROWTH

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

DRIVERS OF ORGANIC GROWTH

  • Expand footprint in Mexico to consolidate position with local rail customers
  • Diversify rails product portfolio to broader types of rail cars
  • Grow industrial OEM sales
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ADDRESSABLE MARKET(1)

$8 BILLION

WORLDWIDE

EUROPE 49% U.S. 40% SOUTH AMERICA 7% MEXICO 4% INDUSTRIAL BRUSHES 58% INDUSTRIAL BUFFS & COMPOUNDS 26% ABRASIVES 4% OTHER 12%

FINISHING OVERVIEW

OVERVIEW

  • Products used for finishing, preparation, metal removal, sealing, shielding and polishing
  • Manufacturing, distribution and sales facilities in 14 countries
  • 85% of revenue from consumables
  • #1 manufacturer of industrial brushes, buffs and compounds in the world
  • More than 30,000 customers worldwide; only business supplying global marketplace

FINISHING’S WELL-RECOGNIZED BRANDS MAINTAIN EXCEPTIONAL WORLDWIDE REPUTATIONS FOR QUALITY AND MARKET LEADERSHIP

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

Europe 55%

2014 REVENUE BY END PRODUCT 2014 REVENUE BY GEOGRAPHY

$191 $184 $180 $188 8% 10% 10% 14% $0 $50 $100 $150 $200 ʼ11 ʼ12 ʼ13 ʼ14

FINANCIAL PROFILE

 Adjusted EBITDA %  Revenue ($ in millions)

(1) Management estimates

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FINISHING GROWTH

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

DRIVERS OF ORGANIC GROWTH

  • Leverage global sales and logistics network to expand distribution of

abrasives products

  • Improve market position and grow market share in industrial power brushes

and polishing

  • Increase penetration in specially formulated polishing compounds
  • Expand further into emerging markets

ADJUSTED EBITDA MARGIN EXPANSION

  • Expand product lines into differentiated high-margin, high value-add niches
  • Optimize customer pricing
  • Rationalize operational footprint, focusing on low-cost manufacturing markets
  • Implement general and administrative process improvements and efficiencies
  • Leverage global material procurement and economies of scale

ACQUISITIONS

  • Attractive acquisition targets in the adjacent abrasives space
  • Acquired DRONCO on May 29, 2015
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ACQUISITION GROWTH

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

  • Focused on strategic acquisitions

with significant synergies

  • Attractive targets within finishing
  • Opportunistic in other segments
  • Disciplined approach
  • Accretive To Margins After

Synergies

  • Expand Global Presence
  • Target Higher Growth

Adjacent Markets

ACQUISITION APPROACH ACQUISITION OBJECTIVES

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JASON FINISHING

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

END PRODUCT 2014 REVENUE ADDRESSABLE MARKET OVERALL MARKET GROWTH

Industrial Brushes $109 Million

(58%)

$1.5 Billion GDP Industrial Buffs & Compounds $49 Million

(26%)

$0.5 Billion GDP Abrasives $7 Million

(4%)

$6.0 Billion 6%1 Other $23 Million

(12%)

GDP Total $188 Million $8.0 Billion

1 - Per Freedonia March 2014 “World Abrasives” study

OVERALL ABRASIVES MARKET FORECASTED AT 6% CAGR

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DRONCO OVERVIEW

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

European Market Leader In Bonded Abrasives, Specifically Cutting And Grinding Discs, With Approximately €40 Million in Revenue Excellent Product Performance And High Quality Standards Significant Opportunities When Combined With Jason Finishing

  • Operational Synergies – Expect $2.5M of Annual Cost Synergies Within 18 Months
  • Sales Synergies From Global Distribution And “One Stop Shop”
  • Estimated 35% Of Jason Finishing Customers Buy Abrasives
  • Buyers Spend 3 – 4x More On Abrasives Than On Brushes
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GLOBAL FINISHING SALES & DISTRIBUTION NETWORK

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

Cleveland Richmond Hamilton Mexico City Nogales Richmond Sao Bernando do Campo Aurangabad Beijing Valencia Brito Chepstow Gura Humorului Huskvarna Roissy Haan Burgwald Shanghai Taiwan Singapore Jiangmen Wunsiedel Manchester Karlstad Sélestat

Jason Finishing DRONCO

UNIQUELY POSITIONED TO GLOBALIZE DRONCO

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RESULTS SNAPSHOT AND OUTLOOK

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

NET SALES

($ In Millions)

ADJUSTED EBITDA

($ In Millions)

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$600.6 $655.0 $680.8 $702.5 $702 - $712 $400 $500 $600 $700 $800 ʼ11 ʼ12 ʼ13 ʼ14 ʼ15E $58.0 $70.5 $79.8 $77.8 $81 - $84 9.7% 10.8% 11.7% 11.1% 11.7% $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 ʼ11 ʼ12 ʼ13 ʼ14 ʼ15E

2015 OUTLOOK RANGE Revenue (in millions):

  • Organic Growth*

$702 - $712

0% to 1%

Adjusted EBITDA (in millions): $81 - $84

ADJUSTED EBITDA UP ~6% OVER 2014

*Organic growth is presented on a constant currency basis

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CAPITAL ALLOCATION

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

STRENGTHEN THE BALANCE SHEET INVEST IN GROWTH

CAPITAL EXPENDITURES ACQUISITIONS

  • Target 3.0% - 3.5% of Sales
  • 2015 Estimate 4.5% - 5.0% of Sales

Investing in Acoustics Platform Awards

  • Strategic Acquisitions
  • High Growth Adjacent Markets
  • Expand Global Presence
  • Accretive to Margins After Synergies

DRONCO Acquisition Into Attractive Abrasives Space

  • Target Net Debt to LTM Adjusted EBITDA of <3.0x
  • Q1 2015 Pro Forma*:
  • Liquidity of $64.1M
  • Net Debt to LTM Adjusted EBITDA of 5.15x

Expect Net Debt to LTM Adjusted EBITDA to be 4.5x by Year End

*Q1 2015 Results Incorporating DRONCO Acquisition

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JASON INVESTMENT HIGHLIGHTS

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

STRONG FUNDAMENTAL BUSINESS

  • Leader in target markets with significant scale over direct competitors
  • Attractive free cash flow generation
  • Global manufacturing footprint serving longstanding customer base
  • Experienced management team with a track record of success
  • Highly diversified end-market exposure

POSITIONED FOR GROWTH

  • Pricing and operational improvement opportunities leading to revenue growth, margin expansion

and earnings growth

  • Scalable and highly effective Jason Business System platform
  • Geographic expansion opportunities
  • Disciplined approach to strategic acquisitions in attractive markets
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APPENDIX

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

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ADJUSTED EBITDA RECONCILIATION

($ in millions) 2011 2012 2013 2014

Net Income (Loss) $9.3 $14.7 $24.1 ($18.9) Tax provision 4.1 4.8 18.2 (8.5) Interest expense 17.0 18.6 20.7 23.5 Depreciation and amortization 20.2 24.2 27.0 33.2 Loss on disposals of fixed assets - net 0.1 0.5

  • 0.4

EBITDA 50.7 62.8 90.0 29.7 Adjustments: Impairment of long-lived assets 1.3 0.5

  • Restructuring

0.7 1.6 3.0 3.7 Transaction-related expenses 0.9

  • 1.3

30.3 Integration and other restructuring costs 0.4 1.0 1.0 12.9 2013 Refinancing Transactions - Advisory, legal, professional fees and special bonuses

  • 4.7
  • Newcomerstown net fire costs (income) and related items

3.0 (1.3) (18.8)

  • Adjustment for non-discrete fire costs
  • 1.4

(1.4)

  • Multiemployer pension plan withdrawal expense (gain)
  • 3.4

(0.7)

  • Gain on claim settlement
  • (0.4)
  • Sponsor fees

1.0 1.1 1.1 0.6 Gain from sale of joint ventures

  • (3.5)

Share-based compensation

  • 4.1

Total adjustments 7.3 7.7 (10.2) 48.1 Adjusted EBITDA $58.0 $70.5 $79.8 $77.8

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE 22

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DRONCO FINANCIAL SUMMARY

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

− €32 Million (US$34.5 Million) Of Cash And €10 Million (US$11.2 Million) Of Assumed Liabilities − 2015E Adjusted EBITDA Multiple Of 9.2x − 6.1x With Cost Synergies − Expect $2.5 Million Of Annual Cost Synergies Within 18 Months Through Facility Consolidation, Manufacturing And Logistics Optimization − Incremental Cross-Selling Opportunities − 1Q15 Pro Forma Net Debt To LTM Adjusted EBITDA of 5.15x − Net Debt To LTM Adjusted EBITDA Estimated at 4.5x By Year End

Purchase Price Synergies Funding Leverage

− Funded Through Existing Cash And Assumption Of $11.2 Million Of Liabilities

Margin Impact

− Expected To Be Accretive To Jason And Finishing Adjusted EBITDA Margin In 2016 − 1Q15 Pro Forma Liquidity of $64.1 Million, with $19.1 Million of Cash and $45.0 Million of Available Revolving Borrowing Capacity − Expect Free Cash Flow Generation From Operations and Working Capital Improvement in Remainder of 2015

Liquidity

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SURFACE TECHNOLOGY APPLICATIONS

JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE

Buffs Non Woven Brushes Coated Abrasive Bonded Abrasive Technical Abrasives

  • approx. $6 B world market

Buff & Compounds

  • approx. $0.5 B world market

Industrial Brushes

  • approx. $1.5 B world market

(Scale increases)

Deburr Polish Grind Cut Finish Blend

TARGETING $6 BILLION OF THE TECHNICAL ABRASIVES MARKET

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JASON INDUSTRIES 2015 INVESTOR PRESENTATION //// PAGE