Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 02, 2016 | Nov. 11, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Unique Fabricating, Inc. | |
Entity Central Index Key | 1,617,669 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 2, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-01 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,716,826 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 02, 2016 | Jan. 03, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,505,093 | $ 726,898 |
Accounts receivable – net | 29,573,080 | 20,480,186 |
Inventory – net | 16,801,522 | 14,585,611 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other | 1,700,320 | 1,494,697 |
Refundable taxes | 84,340 | 55,477 |
Deferred tax asset | 0 | 1,063,721 |
Assets held for sale | 2,033,327 | 2,033,327 |
Total current assets | 51,697,682 | 40,439,917 |
Property, plant, and equipment – net | 20,754,580 | 18,761,178 |
Goodwill | 28,871,179 | 19,213,958 |
Intangible assets– net | 24,789,481 | 20,139,213 |
Other assets | ||
Investments – at cost | 1,054,120 | 1,054,120 |
Deposits and other assets | 154,971 | 120,742 |
Deferred tax asset | 193,625 | 0 |
Total assets | 127,515,638 | 99,729,128 |
Current liabilities | ||
Accounts payable | 15,606,440 | 11,430,662 |
Current maturities of long-term debt | 2,410,303 | 2,519,069 |
Accrued compensation | 3,229,512 | 2,283,833 |
Other accrued liabilities | 1,015,236 | 1,159,028 |
Other liabilities | 135,307 | 0 |
Total current liabilities | 22,396,798 | 17,392,592 |
Long-term debt – net of current portion | 28,613,415 | 13,906,993 |
Line of credit-net | 22,184,397 | 14,595,093 |
Other long-term liabilities | ||
Deferred tax liability | 4,492,570 | 5,774,452 |
Other liabilities | 94,970 | 46,874 |
Total liabilities | 77,782,150 | 51,716,004 |
Stockholders’ Equity | ||
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,711,465 and 9,591,860 issued and outstanding at October 2, 2016 and January 3, 2016, respectively | 9,711 | 9,592 |
Additional paid-in-capital | 45,473,517 | 44,352,188 |
Retained earnings | 4,250,260 | 3,651,344 |
Total stockholders’ equity | 49,733,488 | 48,013,124 |
Total liabilities and stockholders’ equity | $ 127,515,638 | $ 99,729,128 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 02, 2016 | Jan. 03, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 9,711,465 | 9,591,860 |
Common stock, shares outstanding | 9,711,465 | 9,591,860 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 44,753,565 | $ 39,579,502 | $ 126,784,289 | $ 107,682,183 |
Cost of sales | 33,503,217 | 30,280,834 | 96,842,757 | 82,031,708 |
Gross profit | 11,250,348 | 9,298,668 | 29,941,532 | 25,650,475 |
Selling, general, and administrative expenses | 6,949,034 | 6,934,785 | 20,668,621 | 17,267,099 |
Restructuring expenses | 0 | 0 | 35,054 | 0 |
Operating income | 4,301,314 | 2,363,883 | 9,237,857 | 8,383,376 |
Non-operating income (expense) | ||||
Investment income | 0 | 0 | 0 | 230 |
Other income (expense), net | (1,511) | 4,468 | (25,203) | 18,789 |
Interest expense | (525,167) | (724,414) | (1,739,243) | (2,437,103) |
Total non-operating expense, net | (526,678) | (719,946) | (1,764,446) | (2,418,084) |
Income – before income taxes | 3,774,636 | 1,643,937 | 7,473,411 | 5,965,292 |
Income tax expense | 1,254,437 | 504,846 | 2,520,389 | 1,941,564 |
Net income | $ 2,520,199 | $ 1,139,091 | $ 4,953,022 | $ 4,023,728 |
Net income per share | ||||
Basic (in USD per share) | $ 0.26 | $ 0.12 | $ 0.51 | $ 0.52 |
Diluted (in USD per share) | 0.25 | 0.12 | 0.50 | 0.51 |
Cash dividends declared per share (in USD per share) | $ 0.15 | $ 0.15 | $ 0.45 | $ 0.15 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Stockholders' Equity, beginning balance (shares) at Jan. 04, 2015 | 4,324,599 | |||
Stockholders' Equity, beginning balance at Jan. 04, 2015 | $ 16,591,935 | $ 4,325 | $ 13,723,456 | $ 2,864,154 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 4,023,728 | 4,023,728 | ||
Stock option expense | 160,764 | 160,764 | ||
Reduction for accretion on redeemable stock | $ (1,364,031) | (1,364,031) | ||
Reclassification of redeemable common stock to common stock and additional paid-in capital (shares) | 2,415,399 | |||
Reclassification of redeemable common stock to common stock and additional paid-in capital | $ 7,810,007 | 2,415 | 7,807,592 | |
Exercise of warrants and options for common stock (shares) | 133,862 | |||
Exercise of warrants and options for common stock | $ 397,070 | 134 | 396,936 | |
Issuance of common stock pursuant to an initial public offering (shares) | 2,702,500 | |||
Issuance of common stock pursuant to an initial public offering | $ 25,673,750 | 2,703 | 25,671,047 | |
Common stock initial public offering issuance costs and underwriter fees | (3,439,836) | (3,439,836) | ||
Cash dividends paid | $ (1,438,938) | (1,438,938) | ||
Stockholders' Equity, ending balance (shares) at Oct. 04, 2015 | 9,576,360 | |||
Stockholders' Equity, ending balance at Oct. 04, 2015 | $ 48,414,449 | 9,577 | 44,319,959 | 4,084,913 |
Stockholders' Equity, beginning balance (shares) at Jan. 03, 2016 | 9,591,860 | |||
Stockholders' Equity, beginning balance at Jan. 03, 2016 | $ 48,013,124 | 9,592 | 44,352,188 | 3,651,344 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 4,953,022 | 4,953,022 | ||
Stock option expense | $ 126,733 | 126,733 | ||
Exercise of warrants and options for common stock (shares) | 48,808 | |||
Exercise of warrants and options for common stock | $ 103,989 | 48 | 103,941 | |
Common stock issued for purchase of Intasco USA, Inc. (shares) | 70,797 | |||
Common stock issued for purchase of Intasco USA, Inc. | $ 890,726 | 71 | 890,655 | |
Cash dividends paid | $ (4,354,106) | (4,354,106) | ||
Stockholders' Equity, ending balance (shares) at Oct. 02, 2016 | 9,711,465 | |||
Stockholders' Equity, ending balance at Oct. 02, 2016 | $ 49,733,488 | $ 9,711 | $ 45,473,517 | $ 4,250,260 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 02, 2016 | Oct. 04, 2015 | |
Cash flows from operating activities | ||
Net income | $ 4,953,022 | $ 4,023,728 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,996,472 | 2,762,624 |
Amortization of debt issuance costs | 94,537 | 216,930 |
Loss on sale of assets | 13,867 | 39,712 |
Loss on extinguishment of debt | 60,202 | 386,552 |
Bad debt expense | (168,830) | 32,893 |
Loss on derivative instrument | 183,402 | 1,520 |
Stock option expense | 126,733 | 160,764 |
Deferred income taxes | (509,408) | (428,118) |
Changes in operating assets and liabilities that provided (used) cash: | ||
Accounts receivable | (6,777,982) | (4,226,320) |
Inventory | 269,870 | (3,359,815) |
Prepaid expenses and other assets | (194,521) | (444,421) |
Accounts payable | 3,186,895 | 2,333,067 |
Accrued and other liabilities | 209,308 | 440,365 |
Net cash provided by operating activities | 5,443,567 | 1,939,481 |
Cash flows from investing activities | ||
Purchases of property and equipment | (2,443,251) | (2,988,278) |
Proceeds from sale of property and equipment | 12,181 | 51,347 |
Acquisition of Intasco, net of cash acquired | (21,030,795) | 0 |
Working capital adjustment from acquisition of Intasco | 212,823 | 0 |
Net cash used in investing activities | (23,249,042) | (14,756,922) |
Cash flows from financing activities | ||
Net change in bank overdraft | 846,220 | 273,152 |
Proceeds from debt | 32,000,000 | 0 |
Payments on debt | (1,839,212) | (14,646,409) |
Debt issuance costs | (514,441) | 0 |
Proceeds from revolving credit facilities | 7,716,220 | 6,715,347 |
Pay-off of old senior credit facility term debt | (15,375,000) | 0 |
Post acquisition payments for Unique Fabricating | 0 | (755,018) |
Proceeds from the issuance of common stock pursuant to initial public offering | 0 | 25,673,750 |
Payment of initial public offering costs | 0 | (3,439,836) |
Proceeds from exercise of stock options and warrants | 103,989 | 397,070 |
Distribution of cash dividends | (4,354,106) | (1,438,938) |
Net cash provided by financing activities | 18,583,670 | 12,779,118 |
Net increase (decrease) in cash and cash equivalents | 778,195 | (38,323) |
Cash and cash equivalents – beginning of period | 726,898 | 756,044 |
Cash and cash equivalents – end of period | 1,505,093 | 717,721 |
Supplemental disclosure of cash flow Information – cash paid for | ||
Interest | 1,304,890 | 2,260,430 |
Income taxes | 2,519,010 | 1,247,143 |
Supplemental disclosure of cash flow Information – non cash activities for: | ||
Common stock issued for purchase of Intasco USA, Inc. | 890,726 | 0 |
Accretion on redeemable common stock | 0 | 1,364,031 |
Great Lakes Foam Technologies, Inc. | ||
Cash flows from investing activities | ||
Acquisition of Great Lakes Foam Technologies, Inc. | 0 | (11,819,991) |
Supplemental disclosure of cash flow Information – non cash activities for: | ||
Accounts payable on working capital for Great Lakes Foam Technologies, Inc. acquisition | $ 0 | $ 127,401 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Oct. 02, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Nature of Business — UFI Acquisition, Inc. (“UFI”), a Delaware corporation, was formed on January 14, 2013, for the purpose of acquiring Unique Fabricating, Inc. and its subsidiaries (Unique Fabricating) (collectively, the “Company” or “Unique”) on March 18, 2013. The Company operates as one operating and reportable segment to fabricate and broker foam and rubber products, which are primarily sold to original equipment manufacturers (“OEMs”) and tiered suppliers in the automotive, appliance, water heater and heating, ventilation and air conditioning (HVAC) industries. In September 2014, UFI changed its name to Unique Fabricating, Inc. which is now the parent company of the consolidated group. As a result of the name change, the subsidiary previously named Unique Fabricating, Inc. became Unique Fabricating NA, Inc. Basis of Presentation — The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. The interim results for the periods presented may not be indicative of the Company's actual annual results. Principles of Consolidation — The Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. Initial Public Offering —On July 7, 2015, the Company completed its initial public offering of 2,702,500 shares of common stock at a price to the public of $9.50 per share (the "IPO"), including 352,500 shares subject to an over-allotment option granted to the underwriters. After underwriting discounts, commissions, and approximate fees and expenses of the offering, as set forth in our registration statement for the IPO on Form S-1, the Company received net IPO proceeds of approximately $22.2 million. Of these proceeds,the Company used a portion to pay all of the $13.1 million principal amount of our 16% senior subordinated note, together with accrued interest through the date of payment. The Company used the remaining proceeds to temporarily reduce borrowings under the revolver portion of its senior secured credit facility. The Company also issued to the underwriters warrants to purchase up to 141,000 shares of common stock, as additional compensation in the IPO. The warrants are exercisable at a per share exercise price equal to 125% of the initial public offering price of $9.50 per share, and can be exercised commencing 1 year from the date of the IPO, until the date 5 years from the date of the IPO. The warrants have an aggregate grant date fair value of $336,300 and have been classified as equity and incremental direct costs associated with the IPO. Fiscal Years — The Company’s quarterly periods end on the Sunday closest to the end of the calendar quarterly period. The quarterly and year to date period, which were 13 and 39 weeks, respectively, during 2016 , ended on October 2, 2016 , and the quarterly and year to date period, which were 14 and 39 weeks, respectively, during 2015 , ended on October 4, 2015 . Fiscal year 2015 ended on Sunday, January 3, 2016 . Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. Accounts Receivable — Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the existing accounts receivable. Management determines the allowance based on historical write-off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful accounts was $601,027 and $734,230 at October 2, 2016 and January 3, 2016 , respectively. Inventory — Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO). Inventory acquired as part of a business combination is recorded at its estimated fair value at the time of the business combination. The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments. Valuation of Long-Lived Assets — The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , respectively. Property, Plant, and Equipment — Property, plant, and equipment purchases are recorded at cost. Property, plant, and equipment acquired as part of a business combination are recorded at estimated fair value at the time of the business combination. Depreciation is calculated using the straight line method over the estimated useful life of each asset. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in net income. Repair and maintenance costs are expensed as incurred. Intangible Assets — The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Acquired intangible assets subject to amortization are amortized on a straight line basis, which approximates the pattern in which the economic benefit of the respective intangible is realized, over their respective estimated useful lives. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , respectively. Goodwill — Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a two-step process is used. The first step requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, a second step is performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value then goodwill is deemed impaired and is written down to its implied fair value. There were no impairment charges recognized during the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , respectively. Debt Issuance Costs — Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight line basis over the term of the related debt. At October 2, 2016 and January 3, 2016 , debt issuance costs were $319,014 and $192,098 , respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $286,585 and $98,452 , respectively. On April 29, 2016, the Company refinanced its existing term loan and revolving debt facility with new term loans and a new revolving debt facility which are further described in Note 6. The Company reviewed this refinancing for extinguishment accounting and concluded that $60,202 of the $160,111 remaining issuance costs not amortized on the old revolving debt facility qualified for extinguishment and were recognized as a loss on extinguishment immediately. The remaining $99,909 of unamortized issuance costs not extinguished on the old revolving debt facility and all of the $92,508 of remaining unamortized debt discounts on the old term loan did not meet extinguishment accounting and were therefore carried forward to the new revolving debt facility and term loans. In July 2015, the Company's 16% senior subordinated note was entirely paid off with the IPO proceeds. On the date paid off, $386,552 of debt discounts remained to be amortized. The Company concluded that the 16% senior subordinated note and related debt discounts qualified for extinguishment accounting and the debt discounts were recognized as a loss on extinguishment immediately in the third quarter of 2015. The extinguishment was recognized as part of interest expense in the consolidated statements of operations. Amortization expense has been recognized as a component of interest expense which includes both debt issuance costs and debt discounts in the amounts of $33,019 and $94,537 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $61,704 and $216,930 for the 14 and 39 weeks ended October 4, 2015 , respectively. Investments — Investments in entities in which the Company has less than a 20 percent interest or is not able to exercise significant influence are carried at cost. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated earnings, which are applied as a reduction of the cost of the investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No dividend income or impairment loss was recognized for the 13 and 39 weeks ended October 2, 2016 , respectively, and 14 and 39 weeks ended October 4, 2015 , respectively. Accounts Payable — Under the Company’s cash management system, checks issued but not yet presented to the Company’s bank frequently result in overdraft balances for accounting purposes and are classified as accounts payable on the consolidated balance sheets. Accounts payable included $2,726,570 and $2,403,498 of checks issued in excess of available cash balances at October 2, 2016 and January 3, 2016 , respectively. Stock Based Compensation — The Company accounts for its stock based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight line method over the vesting period, which represents the requisite service period. Revenue Recognition — Revenue is recognized by the Company upon shipment to customers when the customer takes ownership and assumes the risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sale price is fixed and determinable. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Shipping and Handling — Shipping and handling costs are included in costs of sales as they are incurred. Income Taxes — A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remain open. The Company had no unrecognized tax benefits as of October 2, 2016 and January 3, 2016 . The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the 13 and 39 and 14 and 39 weeks ended October 2, 2016 and October 4, 2015 , respectively. Foreign Currency Adjustments — The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from remeasurement of foreign currency financial statements into United States dollars are classified in operating income in the consolidated statements of operations. Concentration Risks — The Company is exposed to various significant concentration risks as follows: Customer and Credit — During the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , respectively, the Company’s net sales were derived from customers principally engaged in the North American automotive industry. Company sales directly and indirectly to General Motors Company (GM), FCA US, LLC (Chrysler), and Ford Motor Company (Ford) as a percentage of total net sales were: 17 , 10 , and 12 percent, respectively, during the 13 weeks ended October 2, 2016 ; 14 , 11 , and 13 percent, respectively, during the 39 weeks ended October 2, 2016 ; 15 , 15 , and 15 percent, respectively, during the 14 weeks ended October 4, 2015 ; and 15 , 16 , and 15 percent, respectively, during the 39 weeks ended October 4, 2015 . No Tier 1 supplier represented more than 10 percent of direct Company sales for any period noted above. No customer accounted for more than 10 percent of direct accounts receivable as of October 2, 2016 and January 3, 2016 . Labor Markets — At October 2, 2016 , of the Company’s hourly plant employees working in the United States manufacturing facilities, 28 percent were covered under a collective bargaining agreement which expires in August 2019 while another 5 percent were covered under a separate agreement that expires in January 2017. Foreign Currency Exchange — The expression of assets and liabilities in a currency other than the Company's functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. At October 2, 2016 , the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2016 may increase or decrease. International Operations — The Company manufactures and sells products outside of the United States primarily in Mexico and Canada. Foreign operations are subject to various political, economic and other risks and uncertainties inherent in foreign countries. Among other risks, the Company’s operations may be subject to the risks of: restrictions on transfers of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; political conditions; and governmental regulations. During the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , 12 , 11 , 12 and 12 percent, respectively, of the Company’s production occurred in Mexico. During the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 , 8 , 5 , 0 , and 0 percent, respectively, of the Company's production occurred in Canada. Sales derived from customers located in Mexico, Canada, and other foreign countries were 12 , 9 , and 1 percent, respectively, during the 13 weeks ended October 2, 2016 , 12 , 7 , and 1 percent, respectively, during the 39 weeks ended October 2, 2016 , 13 , 4 , and 1 percent, respectively, during the 14 weeks ended October 4, 2015 , and 13 , 4 , and 1 percent, respectively, during the 39 weeks ended October 4, 2015 , of the Company’s total sales. Derivative Financial Instruments — All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. See Note 7 for further information regarding the Company's derivative instrument makeup. Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (the “ASU”). Previously, such costs were required to be presented as a non-current asset in an entity's balance sheet and amortized into interest expense over the term of the related debt instrument. The changes implemented by the ASU require that debt issuance costs be presented in the entity's balance sheet as a direct deduction from the carrying value of the related debt liability. The amortization of debt issuance costs remains unchanged per the ASU. The Company adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied this change to the current and prior periods in the financial statements for comparison purposes. Debt issuance costs are no longer disclosed separately by the Company in the balance sheet and are now shown as a direct deduction from the carrying value of the related debt liability. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer implementation of ASU 2014-09 by one year. The guidance is now currently effective for fiscal years beginning after December 15, 2018 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. The ASU allows for early adoption for fiscal years beginning after December 15, 2016, and the Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The ASU requires an entity to measure inventory at the lower of cost and net realizable value, simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2016, an d is to be applied prospectively with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Currently, deferred income tax liabilities and assets are required to be separated into current and non-current amounts in an entity's balance sheet. The changes implemented by the ASU require that all deferred income tax liabilities and assets are to be classified as non-current on the balance sheet. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied the change to these periods only in the consolidated financial statements. Deferred taxes are now shown as non-current by the Company in the consolidated balance sheet. In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 850. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the consolidated statements of operations and cash flows will be generally consistent with current guidance. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09), to simplify the accounting for share-based payment transactions. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2017. The Company early adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied the change to these periods in the consolidated financial statements. Excess tax benefits are no longer disclosed in the consolidated statements of cash flows as a result of this early adoption and are also recognized as income tax expense in the income statement. The Company adopted the provisions related to forfeitures as well to record actual forfeitures as they occur, and the impact on our condensed consolidated balance sheet as of October 2, 2016 was immaterial. We do not expect that any other recently issued accounting pronouncements will have a material impact on our consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 02, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2016 On April 29, 2016, Unique-Intasco Canada, Inc. (the “Canadian Buyer”), a newly formed subsidiary of the Company, acquired the business and substantially all of the assets of Intasco Corporation , a Canadian based tape manufacturer, for a purchase price of $21,049,045 in cash at closing. On the same date, Unique Fabricating NA, Inc. (the “US Buyer”), an existing subsidiary of the Company, purchased 100% of the outstanding capital stock of Intasco USA, Inc., a United States based tape manufacturer, for a purchase price of $890,726 paid by the issuance of 70,797 shares of the Company's common stock. These shares were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended. A portion of the purchase price is being held in escrow to fund the obligations of Intasco Corporation and Intasco USA, Inc., (together “Intasco”) and a related party to indemnify the Canadian Buyer and US Buyer against certain claims, losses, and liabilities. The purchase agreement included a potential purchase price adjustment provision based on the actual working capital acquired on the day of closing as compared to what was originally estimated at closing. On the date of closing, the Company paid an estimated working capital adjustment of $126,047 to Intasco, which is included in the total cash consideration paid above. During August 2016, Intasco paid the Company $212,823 for the actual final working capital adjustment. This final actual working capital settlement is included in the table below. The cash purchase price was paid with borrowings under a new senior credit facility which replaced the Company's existing facility as further described in Note 6. The Company incurred transaction costs of $851,924 related to the acquisition of Intasco. The acquisition significantly broadens the Company's solution offering, production capabilities, and potentially expands its reach into new markets. In connection with the business combination, Intasco terminated the leases it had with an affiliated entity for its operating facilities in the United States and Canada and the Company entered into new leases for the same facilities. The terms of the Company's lease in the United States provides for a term of two years with monthly rental payments of $4,000 beginning on May 1, 2016 and $4,080 beginning on May 1, 2017. The terms of the Company's lease in Canada provides for a term of five years with monthly rental payments of $16,750 Canadian Dollars beginning on May 1, 2016, $17,085 Canadian Dollars beginning on May 1, 2017, and $17,427 Canadian Dollars beginning on May 1, 2019. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed. Cash $ 18,250 Accounts receivable 2,146,082 Inventory 2,485,781 Other current assets 74,194 Property, plant, and equipment 861,491 Identifiable intangible assets 7,316,694 Accounts payable and accrued liabilities (716,080 ) Deferred tax liability (97,622 ) Total identifiable net assets 12,088,790 Goodwill 9,657,221 Total 21,746,011 The goodwill arising from the acquisition consists largely of Intasco's reputation, trained employees, and other unique features that cannot be associated with a specific identifiable asset. Of the total amount of goodwill recognized, $7,267,507 is expected to be deductible for tax purposes. The Company also recognized intangible assets as part of the acquisition which consisted of customer contracts, trade names, and unpatented technology. For further detail of the Company's intangibles please see Note 5. The consolidated operating results for the 13 and 39 weeks ended October 2, 2016 included the operating results of Intasco from April 29, 2016. Intasco's revenue included in the accompanying statement of operations for the 13 and 39 weeks ended October 2, 2016 , totaled $4,338,694 and $8,022,702 , respectively, from the date of the acquisition. Intasco's net income included in the accompanying statement of operations for the 13 and 39 weeks ended October 2, 2016 , totaled $254,833 and $(47,578) , respectively, from the date of acquisition. The loss for the 39 weeks ended October 2, 2016 is primarily due to $521,071 of transaction costs incurred by the Company being recorded on Intasco's financial statements on the date of the acquisition. 2015 On August 31, 2015, the Company, through a newly created subsidiary, Unique Molded Foam Technologies, Inc., acquired substantially all of the assets of Great Lakes Foam Technologies, Inc. (“Great Lakes”) for total cash consideration of $11,947,392 , after all adjustments described below. The purchase agreement included a potential purchase price adjustment provision based on the actual working capital acquired on the day of closing as compared to what was originally estimated at closing. On the date of closing, the Company paid a total purchase price of $12,000,000 less the estimated working capital adjustment of $180,009 calculated as owed to the Company by Great Lakes. During November 2015, the Company paid Great Lakes $127,401 for the actual working capital adjustment true-up once the actual working capital was determined. This acquisition was financed through the Company's revolving line of credit without the need for revisions to any debt or equity agreements. The Company incurred costs of $415,849 related to the acquisition of Great Lakes. The acquisition allowed the Company to strengthen its existing product offerings and potentially enable it to access new customers and increase sales to certain of its existing customers. In connection with the business combination, Great Lakes terminated the lease it had with an affiliated entity for its operating facility and the Company entered into a new lease for the same facility. The terms of the Company's lease provide for monthly rental payments of $7,500 for five years beginning on August 31, 2015. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed. Accounts receivable $ 1,001,005 Inventory 1,115,809 Deferred tax assets 1,468 Other current assets 2,500 Property, plant, and equipment 810,001 Identifiable intangible assets 5,915,000 Accounts payable and accrued liabilities (928,933 ) Total identifiable net assets 7,916,850 Goodwill 4,030,542 Total $ 11,947,392 The goodwill arising from the acquisition consists largely of Great Lakes reputation, trained employees, and other unique features that cannot be associated with a specific identifiable asset. The Company also recognized intangible assets as part of the acquisition which consisted of customer contracts and non-compete agreements. For further detail of the Company's intangibles please refer to Note 5. Great Lakes revenues included in the accompanying consolidated statements of operations for both the 14 and 39 weeks ended October 4, 2015 totaled $924,926 from the date of acquisition. Great Lakes earnings included in the accompanying consolidated statements of operations for both the 14 and 39 weeks ended October 4, 2015 totaled $10,784 from the date of acquisition. The following pro forma supplementary data for the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 gives effect to the acquisition of Intasco as if it had occurred on January 5, 2015 (the first day of the Company's 2015 fiscal year) and Great Lakes as if it had occurred on December 30, 2013 (the first day of the Company’s 2014 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the dates assumed and does not project the Company’s results of operations for any future date. Thirteen Weeks Ended October 2, 2016 Fourteen Weeks Ended October 4, 2015 Thirty-Nine Weeks Ended October 2, 2016 Thirty-Nine Weeks Ended October 4, 2015 Net sales $ 44,753,565 $ 45,608,319 $ 132,630,816 $ 127,851,889 Net income $ 2,216,205 $ 2,715,903 $ 5,244,766 $ 6,210,904 Net income per common share – basic $ 0.23 $ 0.29 $ 0.54 $ 0.81 Net income per common share – diluted $ 0.22 $ 0.28 $ 0.53 $ 0.78 |
Inventory
Inventory | 9 Months Ended |
Oct. 02, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: October 2, January 3, Raw materials $ 10,022,136 $ 8,048,747 Work in progress 738,708 643,207 Finished goods 6,040,678 5,893,657 Total inventory $ 16,801,522 $ 14,585,611 Included in inventory are assets located in Mexico with a carrying amount of $2,698,133 at October 2, 2016 and $1,788,902 at January 3, 2016 , and assets located in Canada with a carrying amount of $1,435,799 at October 2, 2016 and $0 at January 3, 2016 . The inventory acquired in the 2016 acquisition of Intasco included a fair value adjustment of $318,518 . At October 2, 2016 $0 of this fair value adjustment remained in inventory while $39,352 and $318,518 was included in cost of goods sold during the 13 and 39 weeks ended October 2, 2016 , respectively. The inventory acquired in the 2015 acquisition of Great Lakes included a fair value adjustment of $146,191 . At October 2, 2016 and January 3, 2016 , $0 of this fair value adjustment remained in inventory while $0 was included in cost of goods sold during the 13 and 39 weeks ended October 2, 2016 . At October 4, 2015, $56,148 of this fair value adjustment remained in inventory, while $90,043 was included in cost of goods sold during the 14 and 39 weeks ended October 4, 2015 . |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Oct. 02, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment consists of the following: October 2, January 3, Depreciable Life – Years Land $ 1,663,153 $ 1,663,153 Buildings 7,541,976 7,541,976 23 – 40 Shop equipment 12,602,264 10,291,903 7 – 10 Leasehold improvements 876,949 824,869 3 – 10 Office equipment 1,126,918 682,884 3 – 7 Mobile equipment 218,743 135,501 3 Construction in progress 1,015,431 588,343 Total cost 25,045,434 21,728,629 Accumulated depreciation 4,290,854 2,967,451 Net property, plant, and equipment $ 20,754,580 $ 18,761,178 Depreciation expense was $457,584 and $1,330,047 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $345,245 and $980,511 for the 14 and 39 weeks ended October 4, 2015 , respectively. Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $1,484,981 and $637,435 at October 2, 2016 and January 3, 2016 , respectively, and assets located in Canada with a carrying amount of $769,867 and $0 at October 2, 2016 and January 3, 2016 , respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets of the Company consist of the following at October 2, 2016 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years Customer contracts $ 26,523,065 $ 7,403,332 8.16 Trade names 4,673,044 795,939 16.43 Non-compete agreements 1,161,790 774,423 2.53 Unpatented technology $ 1,534,787 $ 129,511 5.00 Total $ 33,892,686 $ 9,103,205 Intangible assets of the Company consist of the following at January 3, 2016 : Gross Carrying Accumulated Weighted Average Customer contracts $ 20,948,881 $ 5,195,109 8.73 Trade names 4,465,322 599,734 20.00 Non-compete agreements 1,161,790 641,937 2.53 Total $ 26,575,993 $ 6,436,780 The weighted average amortization period for all intangible assets is 8.96 years . Amortization expense for intangible assets totaled $1,031,138 and $2,666,425 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $677,838 and $2,675,275 for the 14 and 39 weeks ended October 4, 2015 , respectively. Estimated amortization expense is as follows: 2016 $ 1,030,414 2017 4,121,655 2018 4,070,321 2019 3,945,264 2020 3,913,627 Thereafter 7,708,200 Total $ 24,789,481 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Oct. 02, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Old Senior Credit Facility The Company had a senior credit facility with a bank it entered into on March 18, 2013, in conjunction with the acquisition of Unique Fabricating, and subsequently amended. The facility initially provided for a $12.5 million revolving line of credit (“Revolver”) and an $11.0 million term loan facility (“Term Loan”). On December 18, 2013, in conjunction with the acquisition of Prescotech Holdings Inc. (“PTI”), the Company entered into an amendment with its bank under this senior credit facility. The amendment increased the Revolver to $15.0 million and the Term Loan to $20.0 million . In October 2014, an additional amendment increased the Revolver to $19.5 million , and the increased amount available was used to construct a second facility in LaFayette, Georgia. The total construction costs were $4.4 million which was all funded by the Revolver. The total amount was capitalized, including interest costs of $0.10 million , and depreciated over the useful lives of the various assets. In December 2015, an additional amendment increased the Revolver capacity to $25.0 million. On April 29, 2016, in conjunction with the acquisition of Intasco, this senior credit facility was repaid and terminated and replaced with a new senior credit facility which is described below. On the date of termination, there was $15.4 million outstanding under the Term Loan, and $17.3 million outstanding under the Revolver, all of which were repaid. As of January 3, 2016 , $14,787,191 was outstanding under the Revolver. This amount was gross of debt issuance costs which are further disclosed in Note 1. Borrowings under the Revolver were subject to a borrowing base, bore interest at the 30 day LIBOR plus a margin that ranged from 2.75 percent to 3.25 percent (an effective rate of 3.5000 percent per annum at January 3, 2016 ), and were secured by substantially all of the Company’s assets. The half percent range per annum on the Term Loan, as noted in the table below, and Revolver was determined quarterly based on the senior leverage ratio. The Revolver was going to mature on December 18, 2017. The Company also had a senior subordinated note payable with a private lender effective March 18, 2013. The holder of the senior subordinated note payable also held equity interests of the Company, and therefore, was a related party. As disclosed in Note 1, the Company used the net proceeds from the IPO to repay on July 7, 2015, the $13.1 million principal amount of the senior subordinated note, together with accrued interest through the date of payment. New Credit Agreement On April 29, 2016, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower”) and Citizens Bank, National Association (“Citizens”), acting as syndication agent, and other lenders, entered into a credit agreement (the “New Credit Agreement”) providing for borrowings of up to the aggregate principal amount of $62.0 million. The New Credit Agreement is a senior secured credit facility and consists of a revolving line of credit of up to $30.0 million (the “New Revolver”) to the US Borrower, a $17.0 million principal amount term loan (the “US Term Loan”) to the US Borrower, and a $15.0 million principal amount term loan (the “CA Term Loan”) to the CA Borrower. At Closing, the US Term Loan and the CA Term Loan were fully funded and the US Borrower borrowed approximately $22.9 million under the New Revolver. The borrowings were used to finance the acquisition of Intasco, including working capital adjustments and amounts paid into escrow, and to repay the Company’s existing senior credit facility, which was terminated as noted above. The New Revolver, US Term Loan, and CA Term Loan all mature on April 29, 2021 and bear interest at the Company's election of either (i) the greater of the Prime Rate or the Federal Funds Effective Rate (the “Base Rate”) or ii) the LIBOR rate, plus an applicable margin ranging from 1.75% to 2.50% per annum in the case of the Base Rate and 2.75% to 3.50% per annum in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds, measured quarterly. In addition, the New Credit Agreement allows for increases in the principal amount of the New Revolver and the US and CA Term Loans not to exceed a $10.0 million principal amount, in the aggregate, provided that before and after giving effect to the proposed increase (and any transactions to be consummated using proceeds of the increase), the total leverage and debt service coverage ratios do not exceed specified amounts. The New Credit Agreement also provides for the issuance of letters of credit with a face amount of up to a $2.0 million, in the aggregate, provided that any letter of credit that is issued will reduce availability under the New Revolver. As of October 2, 2016 , $22,503,411 was outstanding under the New Revolver. This amount is gross of debt issuance costs which are further described in Note 1. The New Revolver had an effective interest rate of 4.0463% percent per annum at October 2, 2016 , and is secured by substantially all of the Company’s assets. At October 2, 2016 , the maximum additional available borrowings under the Revolver were $7,396,589 , which includes a reduction for a $100,000 letter of credit issued for the benefit of the landlord of one of the Company’s leased facilities. The maximum amount available was further subject to borrowing base restrictions. Long term debt consists of the following: October 2, January 3, US Term Loan, payable to lenders in quarterly installments of $318,750 through March 31, 2018, $425,000 through March 31, 2019, and $531,250 through March 31, 2021, with a lump sum due at maturity. The effective interest rate was 4.0463% per annum at October 2, 2016. At October 2, 2016, the balance of the US Term Loan is presented net of a debt discount of $191,905 from costs paid to or on behalf of the lenders. $ 16,170,595 $ — CA Term Loan, payable to lenders in quarterly installments of $281,250 through March 31, 2018, $375,000 through March 31, 2019, and $468,750 through March 31, 2021, with a lump sum due at maturity. The effective interest rate was 4.0463% per annum at October 2, 2016. At October 2, 2016, the balance of the US Term Loan is presented net of a debt discount of $94,680 from costs paid to or on behalf of the lenders. $ 14,342,820 $ — Term Loan, payable to a bank in quarterly installments of $500,000 through December 31, 2015, $625,000 through December 31, 2016, $750,000 through September 30, 2017, with a lump sum due at maturity. Interest is paid on a quarterly basis at an annual rate of LIBOR plus a margin of 3.00 percent to 3.50 percent (an effective rate of 3.567 percent per annum at January 3, 2016). The Term Loan was originally due on March 15, 2018, but was amended to be due December 18, 2017, and was secured by substantially all of the Company’s assets. At January 3, 2016, the balance of the Term Loan is presented net of a debt discount of $98,452 from costs paid to or on behalf of the lender. $ — $ 15,901,548 Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the New Credit Agreement. Interest accrues monthly at an annual rate of 6.00%. The note payable is due in full on February 6, 2019. 500,000 500,000 Other debt 10,303 24,514 Total debt excluding Revolver 31,023,718 16,426,062 Less current maturities 2,410,303 2,519,069 Long-term debt – Less current maturities $ 28,613,415 $ 13,906,993 The New Credit Agreement contains customary negative covenants and requires that the Company comply with various financial covenants including a total leverage ratio and debt service coverage ratio, as defined. As of October 2, 2016 , the Company was in compliance with these financial covenants. As of January 3, 2016, the Company was in compliance with all financial covenants under the old senior credit facility. Additionally, the US Term Loan and CA Term Loan each contain a provision, effective January 1, 2017, that requires an excess cash flow payment to be made if the Company’s cash flow exceeds certain thresholds as defined by the New Credit Agreement, and certain performance thresholds are not met. Maturities on the Company’s New Revolver and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows: 2016 $ 604,859 2017 2,405,445 2018 3,000,000 2019 4,300,000 2020 4,000,000 Thereafter 39,503,410 Total 53,813,714 Discounts (286,585 ) Debt issuance costs (319,014 ) Total debt – Net $ 53,208,115 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Oct. 02, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap The Company holds a derivative financial instrument, in the form of an interest rate swap, as required by its New Credit Agreement, for the purpose of hedging certain identifiable transactions in order to mitigate risks relating to the variability of future earnings and cash flows caused by interest rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The interest rate swap is recognized in the accompanying consolidated balance sheets at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized currently in net income as interest expense in the consolidated statements of operations. Effective January 17, 2014, in connection with the refinancing of the old senior credit facility during December 2013, the Company entered into an interest rate swap which required the Company to pay a fixed rate of 1.27 percent while receiving a variable rate based on the one month LIBOR for a net monthly settlement based on the notional amount which began immediately. The notional amount began at $10,000,000 and decreased by $250,000 each quarter until March 31, 2016, when it began decreasing by $312,500 per quarter until the stated expiration date on January 31, 2017. At January 3, 2016 , the fair value of this old interest rate swap was ($46,874) , and was included in other long-term liabilities in the consolidated balance sheet. The Company paid $0 and $33,094 in net monthly settlements in the 13 and 39 weeks ended October 2, 2016 , respectively, and $31,862 and $78,574 for the 14 and 39 weeks ended October 4, 2015 , respectively. Both the change in fair value and the monthly settlements were included in interest expense in the consolidated statements of operations. Effective June 30, 2016, as required under the new credit facility entered into during April 2016 as discussed in Note 6, the Company entered into a new interest rate swap which requires the Company to pay a fixed rate of 1.055 percent per annum while receiving a variable rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount beginning immediately. This terminated the old swap entered into on January 17, 2014. The notional amount at the effective date was $16,681,250 which decreases by $318,750 each quarter until June 30, 2017, and begins decreasing by $425,000 per quarter until June 29, 2018, when it begins decreasing by $531,250 per quarter until it expires on June 28, 2019. At October 2, 2016 , the fair value of this new interest rate swap was $(94,970) , and was included in other long-term liabilities in the consolidated balance sheets. The Company paid $23,921 , in the aggregate, in net monthly settlements with respect to the interest rate swap for both the 13 and 39 weeks ended October 2, 2016 . Both the change in fair value and the monthly settlements were included in interest expense in the consolidated statements of operations. Foreign Currency Forward Contract Effective June 29, 2016, the Company entered into a foreign currency forward contract to hedge the Mexican Peso. The forward contract has an equivalent USD notional amount of $3,300,000 and expires on June 30, 2017. The Company is exposed to market risk, including fluctuations in foreign currency exchange rates which may result in cash flow risks, and as a result from time to time will enter into forward contracts to mitigate risks relating to the variability of future earnings and cash flows caused by foreign currency rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The foreign currency forward contract is recognized in the accompanying consolidated balance sheets at its fair value and changes in its fair value are recognized currently in net income as gain/losses on foreign currency exchange (which is part of other income (expense), net) in the consolidated statements of operations. At October 2, 2016 , the fair value of this new foreign currency forward contract was $(135,306) , which at October 2, 2016 was included in other short-term liabilities in the consolidated balance sheets. |
Restructuring
Restructuring | 9 Months Ended |
Oct. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring Unique's restructuring activities are undertaken as necessary to implement management's strategy, streamline operations, take advantage of available capacity and resources, and achieve net cost reductions. The restructuring activities generally relate to realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, either in the normal course of business or pursuant to specific restructuring programs. On October 27, 2015, the Company announced the planned closure of its manufacturing facility located in Murfreesboro, Tennessee that resulted in a workforce reduction of approximately 30 employees. The planned closure of the Murfreesboro facility was effective in the fourth quarter of 2015 and completed in January 2016. The action was necessary due to the tight labor market in Murfreesboro and the struggle to staff production levels to meet the ongoing growth strategy for Murfreesboro's respective products manufactured at the plant. In order to ensure the Company's ability to service its customers at the increasing volumes projected for the future, the Company decided to move existing Murfreesboro production including equipment to the Company's other manufacturing facilities in Evansville, Indiana and LaFayette, Georgia. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as the closing does not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company. The Company reversed severance related costs which had been previously recorded as a result of this plant closure in the amount of $0 in the 13 weeks ended October 2, 2016 and $(51,951) in the 39 weeks ended October 2, 2016 . The amount of other costs incurred associated with this plant closure, which primarily consisted of moving existing production equipment at Murfreesboro to other facilities was $0 in the 13 weeks ended October 2, 2016 and $87,005 in the 39 weeks ended October 2, 2016 . Further expected charges as of October 2, 2016 , are $0.0 million related to severance costs and other costs. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations. The Company also intended to sell the building in Murfreesboro, which the Company owns, which had a current net book value of $2,033,327 . The building qualified as held for sale, was expected to be sold in the next year, and was presented properly as such in the consolidated balance sheets as a current asset. Subsequent to the 13 weeks ended October 2, 2016 , on October 31, 2016, the Company sold the building and received net proceeds from the sale of $2,175,185 resulting in an approximate gain on the sale of $0.1 million. The actual gain amount will be determined by the Company in the fourth quarter of 2016. The table below summarizes the activity in the restructuring liability for the 39 weeks ended October 2, 2016 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at January 3, 2016 $ 190,864 $ 63,327 $ 254,191 Provision for estimated expenses incurred during the year (51,951 ) 87,005 35,054 Payments made during the year (138,913 ) (150,332 ) (289,245 ) Accrual balance at October 2, 2016 $ — $ — $ — |
Redeemable Common Stock
Redeemable Common Stock | 9 Months Ended |
Oct. 02, 2016 | |
Temporary Equity [Abstract] | |
Redeemable Common Stock | Redeemable Common Stock On March 18, 2013, in conjunction with the acquisition of Unique Fabricating, and on December 18, 2013, in conjunction with the acquisition of PTI, the Company issued shares of common stock to its subordinated lender. The 1,415,400 shares issued to the subordinated lender included features for the shares to be redeemed at their fair value on the six th or seven th anniversary of the purchase or when the founders group no longer owned 75 percent of the shares originally purchased. These shares were accounted for as redeemable common stock due to the redemption feature being outside of the Company’s control. These shares were recorded initially using their net proceeds and were adjusted to their redemption value each period using a ratable allocation based on the Company’s estimate of the redemption date and fair value of the shares. The Company accreted the redemption value of these shares over the estimated redemption period to the earliest known redemption date with any changes in estimates accounted for prospectively. However, reductions in the redemption value were only recorded to the extent of previously recorded increases. On January 14, 2013, the Company sold 999,999 shares of common stock for $0.167 per share to a group of founding shareholders. An agreement that existed before the closing of the Company's IPO required the Company to redeem these shares if the Company were sold, liquidated or completed an initial public offering for less than $4 per share. These shares were accounted for as redeemable common stock due to the redemption feature being outside of the Company’s control. These shares were recorded initially using their proceeds of $0.167 per share and there was not any accretion of these shares from this initial value because they were already recorded at their redemption value. The redemption value of the shares was $166,667 . Effective upon the closing of the IPO in July 2015, the Company’s 999,999 shares issued to the founder group at $0.167 per share were no longer redeemable as the IPO was completed at a price of more than $4 per share and the Company was no longer required to purchase these shares. Furthermore, the 1,415,400 shares issued to the subordinated lender were also no longer redeemable, effective upon the closing of the IPO, as the subordinated lender agreed to terminate its right to require the Company to repurchase its shares in exchange for the Company granting it certain registration rights. As a result, all of the shares included in redeemable common stock were reclassified to common stock and amounts attributable to redeemable common stock were allocated to common stock at par value and additional paid-in-capital. As of the date immediately before the closing of the IPO, the redemption value of the redeemable shares was estimated to be $13,446,300 which was more than the initial proceeds. As a result, $1,364,031 of accretion was recorded immediately prior to the IPO. The redemption value was calculated based on the offering price of $9.50 per share in the IPO, as the offering closed just after the quarter ended on June 28, 2015 and represented the best estimate of enterprise value of the Company. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Oct. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans 2013 Stock Incentive Plan The Company’s board of directors approved a stock incentive plan (the “Plan”) in 2013. The Plan permits the Company to grant 495,000 non statutory or incentive stock options to the employees, directors and consultants of the Company. 495,000 shares of unissued common stock are required to be reserved for the Plan. The board of directors has the authority to determine the participants to whom stock options shall be awarded as well as any restrictions to be placed upon the awards. The exercise price cannot be less than the fair value of the underlying shares at the time the stock options are issued and the maximum length of an award is ten years . On July 17, 2013 and January 1, 2014, the board of directors approved the issuance of 375,000 and 120,000 non statutory stock option awards, respectively, to employees of the Company with an exercise price of $3.33 per share with a weighted average grant date fair value of $86,450 and $42,000 respectively. On April 29, 2016 the Company issued 7,200 non statutory stock option awards to employees of the Company with an exercise price of $12.58 and with a weighted average grant date fair value of $20,160 . All 3 tranches of grants of the awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries thereafter. Vested awards can only be exercised while the participants are employed by the Company. Upon termination, the Company may repurchase the vested awards at their fair value (or their exercise price if terminated for cause) prior to their exercise. The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of comparable companies. The Company estimated zero employee terminations based on the options granted being limited to a small pool of senior employees of which the Company has no historical turnover experience. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. April 29, 2016 January 1, 2014 July 17, 2013 Expected volatility 40.00 % 34.00 % 34.00 % Dividend yield 5.00 % — % — % Expected term (in years) 5 4 4 Risk-free rate 1.28 % 1.27 % 0.96 % 2014 Omnibus Performance Award Plan In 2014, the board of directors and stockholders adopted the Unique Fabricating, Inc. 2014 Omnibus Performance Award Plan, or the 2014 Plan. The 2014 Plan provides for the grant of cash awards, stock options, stock appreciation rights, or SARs, shares of restricted stock and restricted stock units, or RSUs, performance shares and performance units. The 2014 Plan authorizes the grant of awards relating to 250,000 shares of our common stock. In the event of any transaction that causes a change in capitalization, the Compensation Committee, such other committee administering the 2014 Plan or the board of directors will make such adjustments to the number of shares of common stock delivered, and the number and/or price of shares of common stock subject to outstanding awards granted under the 2014 Plan, as it deems appropriate and equitable to prevent dilution or enlargement of participants’ rights. An amendment approved in March of 2016 by our board of directors which was approved by our stockholders at our annual meeting of stockholders in June 2016, increased the number of shares authorized for grant of awards under the 2014 Plan to a total of 450,000 shares of our common stock. On August 17, 2015, the board of directors approved the issuance of a total of 230,000 stock option awards of which 45,000 non statutory awards were granted to the board of directors, and 185,000 incentive stock options were granted to employees of the Company. All of the awards had an exercise price of $12.50 per share with a weighted average grant date fair value of $625,600 . These awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries thereafter. Vested awards can only be exercised while the participants are employed by the Company. On November 20, 2015, the board of directors approved the issuance of stock option awards for 15,000 shares to employees of the Company. All of the awards had an exercise price of $11.50 per share with a weighted average grant date fair value of $33,500 . The vesting schedule, vesting percentage, and capability of the employees to exercise these options have the exact same conditions as the August 17, 2015 grants discussed above. On April 29, 2016, the board of directors approved the issuance of stock option awards for 5,000 shares to employees of the Company. All of the awards had an exercise price of $12.58 per share with a weighted average grant date fair value of $14,000 . The vesting schedule, vesting percentage, and capability of the employees to exercise these options have the exact same conditions as the November 20 and August 17, 2015 grants discussed above. The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options for adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. April 29, 2016 November 20, 2015 August 17, 2015 Expected volatility 40.00 % 35.00 % 38.00 % Dividend yield 5.00 % 5.00 % 4.80 % Expected term (in years) 5 5 5 Risk-free rate 1.28 % 1.70 % 1.58 % A summary of option activity under both plans is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at January 3, 2016 695,000 $ 6.54 8.35 Granted 12,200 $ 12.58 10.00 Exercised 33,120 $ 3.33 0 Forfeited or expired 7,200 $ 3.33 0 Outstanding at October 2, 2016 666,880 $ 6.85 7.67 $ 3,594,483 Vested and exercisable at October 2, 2016 384,120 $ 5.65 7.36 $ 2,531,351 (1) The aggregate intrinsic value above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying shares as of October 2, 2016 and multiplying this result by the related number of options outstanding and exercisable at October 2, 2016 . The estimated fair value of the shares is based on the closing price of the stock of $12.24 as of October 2, 2016 . The Company recorded compensation expense of $40,736 and $126,733 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $148,455 and $160,764 for the 14 and 39 weeks ended October 4, 2015 , respectively, in its consolidated statements of operations, as a component of sales, general and administrative expenses. The income tax benefit related to share based compensation expense was $13,941 and $43,376 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $48,233 and $52,325 for the 14 and 39 weeks ended October 4, 2015 , respectively. As of October 2, 2016 , there was $427,849 of total unrecognized compensation cost related to nonvested stock option awards under the plans. That cost is expected to be recognized over a weighted average period of 2.10 years . |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim tax reporting we estimate our annual effective tax rate and apply it to our year to date income before income taxes. The tax effects of unusual or infrequently occurring items, including changes in judgement about valuation allowances and the effect of changes in tax laws or rates, are reported in the interim period in which they occur, if applicable. Income tax expense for the 13 and 39 weeks ended October 2, 2016 was $1,254,437 and $2,520,389 , respectively, compared to $504,846 and $1,941,564 for the 14 and 39 weeks ended October 4, 2015 , respectively. In a given period, the income tax rate will typically vary from the US statutory income tax rate primarily due to state income taxes, the effect of foreign income taxes (Canada and Mexico), and by the benefit related to the domestic production activities deduction, or DPAD. During both the 14 and 39 weeks ended October 2, 2016 , the effective tax rate and statutory rate were in alignment with each other. During both the 14 weeks and 39 weeks ended October 4, 2015 , the difference between the actual effective tax rate of 30.7% during the 14 weeks ended and 32.6% during the 39 weeks ended, and the statutory rate of 34.0% was mainly a result of DPAD, which provided a $86,238 and $174,112 income tax benefit in the 14 and 39 weeks ended, respectively, and therefore reduced our effective tax rate by 5.3% and 2.9% during the 14 and 39 weeks ended October 4, 2015 , respectively. |
Operating Leases
Operating Leases | 9 Months Ended |
Oct. 02, 2016 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company leases office space, production facilities and equipment under operating leases with various expiration dates through the year 2021. The leases for office space and production facilities require the Company to pay taxes, insurance, utilities and maintenance costs. Four of the leases for office space and production facilities provide for escalating rents over the life of the respective leases and rent expense for these leases is recognized over the term of the lease on a straight line basis, with the difference between lease payments and rent expense recorded as deferred rent in other accrued liabilities in the consolidated balance sheets. Total rent expense charged to operations was approximately $577,470 and $1,504,775 for the 13 and 39 weeks ended October 2, 2016 , and $349,877 and $1,012,316 for the 14 and 39 weeks ended October 4, 2015 . Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at October 2, 2016 : 2016 $ 501,592 2017 2,043,090 2018 1,770,440 2019 1,378,815 2020 852,359 Thereafter 90,106 Total $ 6,636,402 |
Retirement Plans
Retirement Plans | 9 Months Ended |
Oct. 02, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans The Company maintains a defined contribution plan covering certain full time salaried employees. Employees can make elective contributions to the plan. The Company contributes 100 percent of an employee’s contribution in an amount up to the first 3 percent of such employee’s total compensation and 50 percent of the contribution in an amount equal up to the next 2 percent of such employee’s total compensation. In addition, the Company, at the discretion of the board of directors, may make additional contributions to the plan on behalf of the plan participants. The Company contributed $96,088 and $312,069 for the 13 and 39 weeks ended October 2, 2016 , respectively, and $97,403 and $281,369 for the 14 and 39 weeks ended October 4, 2015 , respectively. The Intasco operations acquired in April 2016 have separate retirement plans. The United States facility sponsors a SIMPLE IRA account for qualifying employees. The plan makes a contribution equal to 3 percent of a participant's gross wages to the participating employees' SIMPLE IRA accounts. Contributions by Intasco in the United States totaled $556 and $2,227 for the 13 and 39 weeks ended October 2, 2016 , respectively. The Canadian facility sponsors a retirement plan whereby Intasco makes a matching contribution of participant contributions up to a maximum amount based on the participants' number of years of service. Contributions by Intasco in Canada totaled $4,872 and $20,120 for the 13 and 39 weeks ended October 2, 2016 , respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 02, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions A stockholder provided subordinated debt financing which is discussed further in Note 6. Effective upon the closing of the IPO, as disclosed in Note 1, this subordinated debt amount was paid off in full with the proceeds received from the IPO. Interest charges were recognized in the amounts of $0 for the 13 and 39 weeks ended October 2, 2016 , and $472,905 and $1,514,901 for the 14 and 39 weeks ended October 4, 2015 , respectively, related to the subordinated debt financing. Effective March 18, 2013, the Company is under a five year management agreement with a firm related to several stockholders. The agreement initially required annual management fees of $300,000 and additional fees for assistance provided with acquisitions. Effective upon completion of the IPO, the agreement was amended to reduce the annual management fee by an amount equal to the total, if any, of annual cash retainers and equity awards paid as compensation for service on the board of directors to any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $56,250 and $168,750 for the 13 and 39 weeks ended October 2, 2016 , and $ 68,750 and $218,750 for the 14 and 39 weeks ended October 4, 2015 . During the 13 and 39 weeks ended October 2, 2016 , the Company paid acquisition related fees under the management agreement of $259,900 as a result of the Intasco acquisition on April 29, 2016. The Company also paid acquisition fees under the management agreement of $220,000 as a result of the Great Lakes acquisition on August 31, 2015. The Company allocates these fees, if any, to the services provided based on their relative fair values. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates. Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value. Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item. In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item. The Company measures its interest rate swap at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market. The Company measures its foreign currency forward contract on a recurring basis based primarily on Level 2 inputs using the present value of future cash flows to be incurred on the contracts. In accordance with market standards and conventions for valuing such contracts, the transactions reflect the current direction and amounts expected in each currency, spot exchange rates at period-end, discount factors and forward interest rate curves for each relevant currency pair and future maturity date. |
Contingencies
Contingencies | 9 Months Ended |
Oct. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 02, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed giving effect to all potentially weighted average dilutive shares including options and warrants. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share. Thirteen Weeks Ended October 2, 2016 Fourteen Weeks Ended October 4, 2015 Thirty-Nine Weeks Ended October 2, 2016 Thirty-Nine Weeks Ended October 4, 2015 Basic earnings per share calculation: Net income $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Net income attributable to common stockholders $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Weighted average shares outstanding 9,703,791 9,434,123 9,665,441 7,700,771 Net income per share-basic $ 0.26 $ 0.12 $ 0.51 $ 0.52 Diluted earnings per share calculation: Net income $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Weighted average shares outstanding 9,703,791 9,434,123 9,665,441 7,700,771 Effect of dilutive securities: Stock options (1)(2) 204,111 211,270 209,133 200,357 Warrants (1)(2) 11,054 16,725 11,375 58,820 Diluted weighted average shares outstanding 9,918,956 9,662,118 9,885,949 7,959,948 Net income per share-diluted $ 0.25 $ 0.12 $ 0.50 $ 0.51 (1) Options to purchase 409,680 shares of common stock remaining to be exercised under the 2013 plan, warrants to purchase 2,286 shares of common stock remaining to be exercised, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015 as discussed in Note 1, were considered in the computation of diluted earnings per share using the treasury stock method in the 2016 calculation. Options to purchase 245,000 shares of common stock that were granted in August 2015 and November 2015, as discussed in Note 10, under the 2014 plan and options to purchase 7,200 shares of common stock and 5,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in April 2016 were not included in the computation of diluted earnings per share in the 2016 period because the effect would have been anti-dilutive. (2) Options to purchase 471,000 shares of common stock remaining to be exercised and warrants to purchase 24,504 shares of common stock remaining to be exercised were considered in the computation of diluted earnings per share using the treasury stock method in the 2015 calculation. Options to purchase 230,000 shares of common stock that were granted in August 2015 as discussed in Note 10, as well as warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015 as discussed in Note 1, were not included in the computation of diluted earnings per share in the 2015 period because the effect would have been anti-dilutive. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Oct. 02, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Declaration of Cash Dividend On November 15, 2016, our board of directors declared a quarterly cash dividend of $0.15 per common share. The dividend will be payable on December 7, 2016 to stockholders of record at the close of business on November 30, 2016. The aggregate amount of the dividend is approximately $1.4 million. |
Nature of Business and Signif25
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying Consolidated Financial Statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the Consolidated Financial Statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. The interim results for the periods presented may not be indicative of the Company's actual annual results. |
Principles of Consolidation | The Consolidated Financial Statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation. |
Fiscal Years | The Company’s quarterly periods end on the Sunday closest to the end of the calendar quarterly period. The quarterly and year to date period, which were 13 and 39 weeks, respectively, during 2016 , ended on October 2, 2016 , and the quarterly and year to date period, which were 14 and 39 weeks, respectively, during 2015 , ended on October 4, 2015 . Fiscal year 2015 ended on Sunday, January 3, 2016 . |
Cash and Cash Equivalents and Accounts Payable | Under the Company’s cash management system, checks issued but not yet presented to the Company’s bank frequently result in overdraft balances for accounting purposes and are classified as accounts payable on the consolidated balance sheets. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the existing accounts receivable. Management determines the allowance based on historical write-off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. |
Inventory | Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO). Inventory acquired as part of a business combination is recorded at its estimated fair value at the time of the business combination. The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments. |
Valuation of Long-Lived Assets | The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. |
Property, Plant, and Equipment | Property, plant, and equipment purchases are recorded at cost. Property, plant, and equipment acquired as part of a business combination are recorded at estimated fair value at the time of the business combination. Depreciation is calculated using the straight line method over the estimated useful life of each asset. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in net income. Repair and maintenance costs are expensed as incurred. |
Intangible Assets | The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Acquired intangible assets subject to amortization are amortized on a straight line basis, which approximates the pattern in which the economic benefit of the respective intangible is realized, over their respective estimated useful lives. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed to determine whether events and circumstances warrant a revision to the remaining period of amortization. |
Goodwill | Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a two-step process is used. The first step requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, a second step is performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value then goodwill is deemed impaired and is written down to its implied fair value. |
Debt Issuance Costs | Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight line basis over the term of the related debt. |
Investments | Investments in entities in which the Company has less than a 20 percent interest or is not able to exercise significant influence are carried at cost. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated earnings, which are applied as a reduction of the cost of the investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. |
Stock Based Compensation | The Company accounts for its stock based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight line method over the vesting period, which represents the requisite service period. |
Revenue Recognition | Revenue is recognized by the Company upon shipment to customers when the customer takes ownership and assumes the risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sale price is fixed and determinable. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. |
Shipping and Handling | Shipping and handling costs are included in costs of sales as they are incurred. |
Income Taxes | A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. |
Foreign Currency Adjustments | The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from remeasurement of foreign currency financial statements into United States dollars are classified in operating income in the consolidated statements of operations. |
Derivative Financial Instruments | All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | In April 2015, the Financial Accounting Standards Board (the “FASB”) issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (the “ASU”). Previously, such costs were required to be presented as a non-current asset in an entity's balance sheet and amortized into interest expense over the term of the related debt instrument. The changes implemented by the ASU require that debt issuance costs be presented in the entity's balance sheet as a direct deduction from the carrying value of the related debt liability. The amortization of debt issuance costs remains unchanged per the ASU. The Company adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied this change to the current and prior periods in the financial statements for comparison purposes. Debt issuance costs are no longer disclosed separately by the Company in the balance sheet and are now shown as a direct deduction from the carrying value of the related debt liability. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer implementation of ASU 2014-09 by one year. The guidance is now currently effective for fiscal years beginning after December 15, 2018 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. The ASU allows for early adoption for fiscal years beginning after December 15, 2016, and the Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The ASU requires an entity to measure inventory at the lower of cost and net realizable value, simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2016, an d is to be applied prospectively with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. Currently, deferred income tax liabilities and assets are required to be separated into current and non-current amounts in an entity's balance sheet. The changes implemented by the ASU require that all deferred income tax liabilities and assets are to be classified as non-current on the balance sheet. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied the change to these periods only in the consolidated financial statements. Deferred taxes are now shown as non-current by the Company in the consolidated balance sheet. In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 850. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the consolidated statements of operations and cash flows will be generally consistent with current guidance. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09), to simplify the accounting for share-based payment transactions. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2017. The Company early adopted this ASU during the 13 and 39 weeks ended October 2, 2016 and applied the change to these periods in the consolidated financial statements. Excess tax benefits are no longer disclosed in the consolidated statements of cash flows as a result of this early adoption and are also recognized as income tax expense in the income statement. The Company adopted the provisions related to forfeitures as well to record actual forfeitures as they occur, and the impact on our condensed consolidated balance sheet as of October 2, 2016 was immaterial. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Information | The following pro forma supplementary data for the 13 and 39 weeks ended October 2, 2016 and 14 and 39 weeks ended October 4, 2015 gives effect to the acquisition of Intasco as if it had occurred on January 5, 2015 (the first day of the Company's 2015 fiscal year) and Great Lakes as if it had occurred on December 30, 2013 (the first day of the Company’s 2014 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the acquisitions been consummated on the dates assumed and does not project the Company’s results of operations for any future date. Thirteen Weeks Ended October 2, 2016 Fourteen Weeks Ended October 4, 2015 Thirty-Nine Weeks Ended October 2, 2016 Thirty-Nine Weeks Ended October 4, 2015 Net sales $ 44,753,565 $ 45,608,319 $ 132,630,816 $ 127,851,889 Net income $ 2,216,205 $ 2,715,903 $ 5,244,766 $ 6,210,904 Net income per common share – basic $ 0.23 $ 0.29 $ 0.54 $ 0.81 Net income per common share – diluted $ 0.22 $ 0.28 $ 0.53 $ 0.78 |
Intasco USA, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition | The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed. Cash $ 18,250 Accounts receivable 2,146,082 Inventory 2,485,781 Other current assets 74,194 Property, plant, and equipment 861,491 Identifiable intangible assets 7,316,694 Accounts payable and accrued liabilities (716,080 ) Deferred tax liability (97,622 ) Total identifiable net assets 12,088,790 Goodwill 9,657,221 Total 21,746,011 |
Great Lakes Foam Technologies, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition | The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed. Accounts receivable $ 1,001,005 Inventory 1,115,809 Deferred tax assets 1,468 Other current assets 2,500 Property, plant, and equipment 810,001 Identifiable intangible assets 5,915,000 Accounts payable and accrued liabilities (928,933 ) Total identifiable net assets 7,916,850 Goodwill 4,030,542 Total $ 11,947,392 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: October 2, January 3, Raw materials $ 10,022,136 $ 8,048,747 Work in progress 738,708 643,207 Finished goods 6,040,678 5,893,657 Total inventory $ 16,801,522 $ 14,585,611 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment consists of the following: October 2, January 3, Depreciable Life – Years Land $ 1,663,153 $ 1,663,153 Buildings 7,541,976 7,541,976 23 – 40 Shop equipment 12,602,264 10,291,903 7 – 10 Leasehold improvements 876,949 824,869 3 – 10 Office equipment 1,126,918 682,884 3 – 7 Mobile equipment 218,743 135,501 3 Construction in progress 1,015,431 588,343 Total cost 25,045,434 21,728,629 Accumulated depreciation 4,290,854 2,967,451 Net property, plant, and equipment $ 20,754,580 $ 18,761,178 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets of the Company consist of the following at October 2, 2016 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years Customer contracts $ 26,523,065 $ 7,403,332 8.16 Trade names 4,673,044 795,939 16.43 Non-compete agreements 1,161,790 774,423 2.53 Unpatented technology $ 1,534,787 $ 129,511 5.00 Total $ 33,892,686 $ 9,103,205 Intangible assets of the Company consist of the following at January 3, 2016 : Gross Carrying Accumulated Weighted Average Customer contracts $ 20,948,881 $ 5,195,109 8.73 Trade names 4,465,322 599,734 20.00 Non-compete agreements 1,161,790 641,937 2.53 Total $ 26,575,993 $ 6,436,780 |
Schedule of Future Amortization Expense | Estimated amortization expense is as follows: 2016 $ 1,030,414 2017 4,121,655 2018 4,070,321 2019 3,945,264 2020 3,913,627 Thereafter 7,708,200 Total $ 24,789,481 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long term debt consists of the following: October 2, January 3, US Term Loan, payable to lenders in quarterly installments of $318,750 through March 31, 2018, $425,000 through March 31, 2019, and $531,250 through March 31, 2021, with a lump sum due at maturity. The effective interest rate was 4.0463% per annum at October 2, 2016. At October 2, 2016, the balance of the US Term Loan is presented net of a debt discount of $191,905 from costs paid to or on behalf of the lenders. $ 16,170,595 $ — CA Term Loan, payable to lenders in quarterly installments of $281,250 through March 31, 2018, $375,000 through March 31, 2019, and $468,750 through March 31, 2021, with a lump sum due at maturity. The effective interest rate was 4.0463% per annum at October 2, 2016. At October 2, 2016, the balance of the US Term Loan is presented net of a debt discount of $94,680 from costs paid to or on behalf of the lenders. $ 14,342,820 $ — Term Loan, payable to a bank in quarterly installments of $500,000 through December 31, 2015, $625,000 through December 31, 2016, $750,000 through September 30, 2017, with a lump sum due at maturity. Interest is paid on a quarterly basis at an annual rate of LIBOR plus a margin of 3.00 percent to 3.50 percent (an effective rate of 3.567 percent per annum at January 3, 2016). The Term Loan was originally due on March 15, 2018, but was amended to be due December 18, 2017, and was secured by substantially all of the Company’s assets. At January 3, 2016, the balance of the Term Loan is presented net of a debt discount of $98,452 from costs paid to or on behalf of the lender. $ — $ 15,901,548 Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the New Credit Agreement. Interest accrues monthly at an annual rate of 6.00%. The note payable is due in full on February 6, 2019. 500,000 500,000 Other debt 10,303 24,514 Total debt excluding Revolver 31,023,718 16,426,062 Less current maturities 2,410,303 2,519,069 Long-term debt – Less current maturities $ 28,613,415 $ 13,906,993 |
Schedule of Maturities of Long-Term Debt | Maturities on the Company’s New Revolver and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows: 2016 $ 604,859 2017 2,405,445 2018 3,000,000 2019 4,300,000 2020 4,000,000 Thereafter 39,503,410 Total 53,813,714 Discounts (286,585 ) Debt issuance costs (319,014 ) Total debt – Net $ 53,208,115 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The table below summarizes the activity in the restructuring liability for the 39 weeks ended October 2, 2016 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at January 3, 2016 $ 190,864 $ 63,327 $ 254,191 Provision for estimated expenses incurred during the year (51,951 ) 87,005 35,054 Payments made during the year (138,913 ) (150,332 ) (289,245 ) Accrual balance at October 2, 2016 $ — $ — $ — |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Valuation Assumptions | The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of comparable companies. The Company estimated zero employee terminations based on the options granted being limited to a small pool of senior employees of which the Company has no historical turnover experience. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. April 29, 2016 January 1, 2014 July 17, 2013 Expected volatility 40.00 % 34.00 % 34.00 % Dividend yield 5.00 % — % — % Expected term (in years) 5 4 4 Risk-free rate 1.28 % 1.27 % 0.96 % The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options for adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. April 29, 2016 November 20, 2015 August 17, 2015 Expected volatility 40.00 % 35.00 % 38.00 % Dividend yield 5.00 % 5.00 % 4.80 % Expected term (in years) 5 5 5 Risk-free rate 1.28 % 1.70 % 1.58 % |
Schedule of Stock Options and Stock Appreciation Rights Award Activity | A summary of option activity under both plans is presented below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) Outstanding at January 3, 2016 695,000 $ 6.54 8.35 Granted 12,200 $ 12.58 10.00 Exercised 33,120 $ 3.33 0 Forfeited or expired 7,200 $ 3.33 0 Outstanding at October 2, 2016 666,880 $ 6.85 7.67 $ 3,594,483 Vested and exercisable at October 2, 2016 384,120 $ 5.65 7.36 $ 2,531,351 (1) The aggregate intrinsic value above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying shares as of October 2, 2016 and multiplying this result by the related number of options outstanding and exercisable at October 2, 2016 . The estimated fair value of the shares is based on the closing price of the stock of $12.24 as of October 2, 2016 . |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at October 2, 2016 : 2016 $ 501,592 2017 2,043,090 2018 1,770,440 2019 1,378,815 2020 852,359 Thereafter 90,106 Total $ 6,636,402 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 02, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share. Thirteen Weeks Ended October 2, 2016 Fourteen Weeks Ended October 4, 2015 Thirty-Nine Weeks Ended October 2, 2016 Thirty-Nine Weeks Ended October 4, 2015 Basic earnings per share calculation: Net income $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Net income attributable to common stockholders $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Weighted average shares outstanding 9,703,791 9,434,123 9,665,441 7,700,771 Net income per share-basic $ 0.26 $ 0.12 $ 0.51 $ 0.52 Diluted earnings per share calculation: Net income $ 2,520,199 $ 1,139,091 $ 4,953,022 $ 4,023,728 Weighted average shares outstanding 9,703,791 9,434,123 9,665,441 7,700,771 Effect of dilutive securities: Stock options (1)(2) 204,111 211,270 209,133 200,357 Warrants (1)(2) 11,054 16,725 11,375 58,820 Diluted weighted average shares outstanding 9,918,956 9,662,118 9,885,949 7,959,948 Net income per share-diluted $ 0.25 $ 0.12 $ 0.50 $ 0.51 (1) Options to purchase 409,680 shares of common stock remaining to be exercised under the 2013 plan, warrants to purchase 2,286 shares of common stock remaining to be exercised, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015 as discussed in Note 1, were considered in the computation of diluted earnings per share using the treasury stock method in the 2016 calculation. Options to purchase 245,000 shares of common stock that were granted in August 2015 and November 2015, as discussed in Note 10, under the 2014 plan and options to purchase 7,200 shares of common stock and 5,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in April 2016 were not included in the computation of diluted earnings per share in the 2016 period because the effect would have been anti-dilutive. (2) Options to purchase 471,000 shares of common stock remaining to be exercised and warrants to purchase 24,504 shares of common stock remaining to be exercised were considered in the computation of diluted earnings per share using the treasury stock method in the 2015 calculation. Options to purchase 230,000 shares of common stock that were granted in August 2015 as discussed in Note 10, as well as warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015 as discussed in Note 1, were not included in the computation of diluted earnings per share in the 2015 period because the effect would have been anti-dilutive. |
Nature of Business and Signif35
Nature of Business and Significant Accounting Policies (Details) | Apr. 29, 2016USD ($) | Jul. 07, 2015USD ($)$ / sharesshares | Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) | Oct. 02, 2016USD ($)segment | Oct. 04, 2015USD ($)shares | Apr. 30, 2016USD ($) | Jan. 03, 2016USD ($) | Jul. 31, 2015USD ($) |
Accounting Policies [Abstract] | |||||||||
Number of operating segments | segment | 1 | ||||||||
Number of reportable segments | segment | 1 | ||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during the period (in shares) | shares | 2,702,500 | ||||||||
Allowance for doubtful accounts receivable | $ 601,027 | $ 601,027 | $ 734,230 | ||||||
Impairment charge | 0 | $ 0 | 0 | $ 0 | |||||
Debt issuance cost | $ 160,111 | 319,014 | 319,014 | $ 99,909 | 192,098 | ||||
Unamortized discount | 92,508 | 286,585 | 286,585 | 98,452 | |||||
Loss on extinguishment of debt | $ (60,202) | (60,202) | (386,552) | ||||||
Amortization of debt issuance costs | 33,019 | 61,704 | 94,537 | 216,930 | |||||
Concentration Risk [Line Items] | |||||||||
Dividend income | 0 | 0 | 0 | 0 | |||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||
Income tax penalties and interest | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Subordinated debt | |||||||||
Class of Stock [Line Items] | |||||||||
Extinguishment of debt | $ 13,100,000 | ||||||||
Stated interest rate | 16.00% | ||||||||
Unamortized discount | $ 386,552 | ||||||||
Geographic concentration risk | Mexico | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 12.00% | 13.00% | 12.00% | 13.00% | |||||
Geographic concentration risk | Mexico | Production risk | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 12.00% | 12.00% | 11.00% | 12.00% | |||||
Geographic concentration risk | Canada | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 9.00% | 4.00% | 7.00% | 4.00% | |||||
Geographic concentration risk | Canada | Production risk | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 8.00% | 0.00% | 5.00% | 0.00% | |||||
Geographic concentration risk | Other foreign countries | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 1.00% | 1.00% | 1.00% | 1.00% | |||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 22,200,000 | ||||||||
IPO | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during the period (in shares) | shares | 2,702,500 | ||||||||
Share price (in USD per share) | $ / shares | $ 9.50 | ||||||||
Over-Allotment Option | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued during the period (in shares) | shares | 352,500 | ||||||||
Collective Bargaining Arrangements Expiring August 2016 | Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 28.00% | ||||||||
Collective Bargaining Arrangements Expiring January 2017 | Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 5.00% | ||||||||
General Motors Company | Customer concentration risk | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 17.00% | 15.00% | 14.00% | 15.00% | |||||
Chrysler Group, LLC | Customer concentration risk | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 10.00% | 15.00% | 11.00% | 16.00% | |||||
Ford Motor Company | Customer concentration risk | Sales revenue, net | |||||||||
Concentration Risk [Line Items] | |||||||||
Concentration risk (percentage) | 12.00% | 15.00% | 13.00% | 15.00% | |||||
Warrants for Underwriters | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants purchased (in shares) | shares | 141,000 | ||||||||
Percentage of offering price per share | 125.00% | ||||||||
Grant date fair value | $ 336,300 | ||||||||
Warrants for Underwriters | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant term | 1 year | ||||||||
Warrants for Underwriters | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant term | 5 years | ||||||||
Accounts payable | |||||||||
Concentration Risk [Line Items] | |||||||||
Checks issued in excess of available cash | $ 2,726,570 | $ 2,726,570 | $ 2,403,498 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) | Apr. 29, 2016USD ($)shares | Aug. 31, 2015USD ($) | Aug. 31, 2016USD ($) | Nov. 30, 2015USD ($) | Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) | Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) | May 01, 2018USD ($) | Apr. 30, 2017CAD | Apr. 30, 2017USD ($) | May 01, 2021CAD | Apr. 30, 2019CAD |
Intasco USA, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 21,049,045 | ||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||
Total consideration | $ 890,726 | ||||||||||||
Equity interest issued (in shares) | shares | 70,797 | ||||||||||||
Working capital adjustment | $ 126,047 | ||||||||||||
Amount owed at closing | $ 212,823 | ||||||||||||
Acquisition transaction costs | 851,924 | ||||||||||||
Tax deductible portion of goodwill | $ 7,267,507 | ||||||||||||
Intasco revenues | $ 4,338,694 | $ 8,022,702 | |||||||||||
Intasco income (loss) | 254,833 | (47,578) | |||||||||||
Transaction costs of acquiree | $ 521,071 | 521,071 | |||||||||||
Great Lakes Foam Technologies, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 11,947,392 | $ 0 | $ 11,819,991 | ||||||||||
Total consideration | 12,000,000 | ||||||||||||
Working capital adjustment | 180,009 | $ 127,401 | |||||||||||
Acquisition transaction costs | $ 415,849 | ||||||||||||
Operating lease, rent expense, term of lease | 5 years | ||||||||||||
Operating lease, rent expense | $ 7,500 | ||||||||||||
Intasco revenues | $ 924,926 | 924,926 | |||||||||||
Intasco income (loss) | $ 10,784 | $ 10,784 | |||||||||||
United States | Intasco USA, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Operating lease, rent expense, term of lease | 2 years | ||||||||||||
United States | Forecast | Intasco USA, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Operating lease, rent expense | $ 4,080 | $ 4,000 | |||||||||||
Canada | Intasco USA, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Operating lease, rent expense, term of lease | 5 years | ||||||||||||
Canada | Forecast | Intasco USA, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Operating lease, rent expense | CAD | CAD 16,750 | CAD 17,427 | CAD 17,085 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions by Acquisition (Details) - USD ($) | Oct. 02, 2016 | Apr. 29, 2016 | Jan. 03, 2016 | Aug. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 28,871,179 | $ 19,213,958 | ||
Intasco USA, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 18,250 | |||
Accounts receivable | 2,146,082 | |||
Inventory | 2,485,781 | |||
Other current assets | 74,194 | |||
Property, plant, and equipment | 861,491 | |||
Identifiable intangible assets | 7,316,694 | |||
Accounts payable and accrued liabilities | (716,080) | |||
Deferred tax liability | (97,622) | |||
Total identifiable net assets | 12,088,790 | |||
Goodwill | 9,657,221 | |||
Total | $ 21,746,011 | |||
Great Lakes Foam Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1,001,005 | |||
Inventory | 1,115,809 | |||
Deferred tax assets | 1,468 | |||
Other current assets | 2,500 | |||
Property, plant, and equipment | 810,001 | |||
Identifiable intangible assets | 5,915,000 | |||
Accounts payable and accrued liabilities | (928,933) | |||
Total identifiable net assets | 7,916,850 | |||
Goodwill | 4,030,542 | |||
Total | $ 11,947,392 |
Business Combinations - Sched38
Business Combinations - Schedule of Pro Forma Information (Details) - Intasco and Great Lakes Foam Technologies, Inc. [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 44,753,565 | $ 45,608,319 | $ 132,630,816 | $ 127,851,889 |
Net income | $ 2,216,205 | $ 2,715,903 | $ 5,244,766 | $ 6,210,904 |
Net income per common share – basic (in USD per share) | $ 0.23 | $ 0.29 | $ 0.54 | $ 0.81 |
Net income per common share – diluted (in USD per share) | $ 0.22 | $ 0.28 | $ 0.53 | $ 0.78 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Oct. 02, 2016 | Jan. 03, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,022,136 | $ 8,048,747 |
Work in progress | 738,708 | 643,207 |
Finished goods | 6,040,678 | 5,893,657 |
Total inventory | $ 16,801,522 | $ 14,585,611 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | Jan. 03, 2016 | |
Inventory [Line Items] | |||||
Inventory – net | $ 16,801,522 | $ 16,801,522 | $ 14,585,611 | ||
Intasco USA, Inc. | Fair value adjustment to inventory | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | 318,518 | ||||
Intasco USA, Inc. | Fair value adjustment to inventory | Cost of goods sold | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | 39,352 | 318,518 | |||
Intasco USA, Inc. | Fair value adjustment to inventory | Inventory | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | 0 | ||||
Great Lakes Foam Technologies, Inc. | Fair value adjustment to inventory | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | $ 146,191 | ||||
Great Lakes Foam Technologies, Inc. | Fair value adjustment to inventory | Cost of goods sold | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | $ 90,043 | 0 | 90,043 | ||
Great Lakes Foam Technologies, Inc. | Fair value adjustment to inventory | Inventory | |||||
Inventory [Line Items] | |||||
Provisional information, adjustment, inventory | $ 56,148 | 0 | $ 56,148 | 0 | |
Mexico | |||||
Inventory [Line Items] | |||||
Inventory – net | 2,698,133 | 2,698,133 | 1,788,902 | ||
Canada | |||||
Inventory [Line Items] | |||||
Inventory – net | $ 1,435,799 | $ 1,435,799 | $ 0 |
Property, Plant, and Equipmen41
Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) | 9 Months Ended | |
Oct. 02, 2016 | Jan. 03, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 25,045,434 | $ 21,728,629 |
Accumulated depreciation | 4,290,854 | 2,967,451 |
Net property, plant, and equipment | 20,754,580 | 18,761,178 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,663,153 | 1,663,153 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 7,541,976 | 7,541,976 |
Shop equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 12,602,264 | 10,291,903 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 876,949 | 824,869 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,126,918 | 682,884 |
Mobile equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 218,743 | 135,501 |
Depreciable life, years | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,015,431 | $ 588,343 |
Minimum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 23 years | |
Minimum | Shop equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 7 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 3 years | |
Minimum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 3 years | |
Maximum | Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 40 years | |
Maximum | Shop equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 10 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 10 years | |
Maximum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 7 years |
Property, Plant, and Equipmen42
Property, Plant, and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | Jan. 03, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 457,584 | $ 345,245 | $ 1,330,047 | $ 980,511 | |
Property, plant, and equipment – net | 20,754,580 | 20,754,580 | $ 18,761,178 | ||
Mexico | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment – net | 1,484,981 | 1,484,981 | 637,435 | ||
Canada | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment – net | $ 769,867 | $ 769,867 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets By Major Class (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 33,892,686 | $ 26,575,993 |
Accumulated Amortization | 9,103,205 | 6,436,780 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,523,065 | 20,948,881 |
Accumulated Amortization | 7,403,332 | 5,195,109 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,673,044 | 4,465,322 |
Accumulated Amortization | 795,939 | 599,734 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,161,790 | 1,161,790 |
Accumulated Amortization | 774,423 | $ 641,937 |
Unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,534,787 | |
Accumulated Amortization | $ 129,511 | |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 11 months 16 days | |
Weighted Average | Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 1 month 29 days | 8 years 8 months 23 days |
Weighted Average | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 16 years 5 months 6 days | 20 years |
Weighted Average | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 2 years 6 months 10 days | 2 years 6 months 10 days |
Weighted Average | Unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 5 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,031,138 | $ 677,838 | $ 2,666,425 | $ 2,675,275 |
Weighted Average | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 8 years 11 months 16 days |
Intangible Assets - Finite-Live
Intangible Assets - Finite-Lived Intangible Assets, Future Amortization Expense Schedule (Details) - USD ($) | Oct. 02, 2016 | Jan. 03, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 1,030,414 | |
2,017 | 4,121,655 | |
2,018 | 4,070,321 | |
2,019 | 3,945,264 | |
2,020 | 3,913,627 | |
Thereafter | 7,708,200 | |
Total | $ 24,789,481 | $ 20,139,213 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | Apr. 29, 2016 | Jul. 07, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | Jan. 03, 2016 | Dec. 31, 2015 | Oct. 31, 2014 | Dec. 18, 2013 | Mar. 18, 2013 |
Debt Instrument [Line Items] | |||||||||
Construction costs | $ 4,400,000 | ||||||||
Interest costs incurred | $ 100,000 | ||||||||
Subordinated debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Extinguishment of debt | $ 13,100,000 | ||||||||
Line of credit | Secured debt | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 3.567% | ||||||||
Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.00% | ||||||||
Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Senior credit facility | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 12,500,000 | ||||||||
Repayments of long-term debt | $ 17,300,000 | ||||||||
Senior credit facility | Revolver term loan | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 11,000,000 | ||||||||
Repayments of long-term debt | 15,400,000 | ||||||||
Senior credit facility, first amendment | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||
Senior credit facility, first amendment | Revolver term loan | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 20,000,000 | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 19,500,000 | ||||||||
Line of credit | $ 14,787,191 | ||||||||
Effective interest rate | 3.50% | ||||||||
Letters of credit outstanding, amount | $ 100,000 | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
Senior credit facility, third amendment | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||
New credit agreement | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 62,000,000 | ||||||||
Maximum increase to principal amount | 10,000,000 | ||||||||
New credit agreement | Line of credit | Secured debt | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
New credit agreement | Line of credit | Secured debt | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | ||||||||
New credit agreement | Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
New credit agreement | Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
New credit agreement | Letter of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 2,000,000 | ||||||||
New revolver | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit | $ 22,503,411 | ||||||||
New revolver | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 30,000,000 | $ 7,396,589 | |||||||
Effective interest rate | 4.0463% | ||||||||
Senior notes | 22,900,000 | ||||||||
US term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 17,000,000 | ||||||||
Effective interest rate | 4.0463% | ||||||||
CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 15,000,000 | ||||||||
Effective interest rate | 4.0463% |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) | 9 Months Ended | ||
Oct. 02, 2016 | Apr. 29, 2016 | Jan. 03, 2016 | |
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 31,023,718 | $ 16,426,062 | |
Less current maturities | 2,410,303 | 2,519,069 | |
Long-term debt – Less current maturities | 28,613,415 | 13,906,993 | |
Unamortized discount | 286,585 | $ 92,508 | 98,452 |
Unsecured debt | |||
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 500,000 | $ 500,000 | |
Stated interest rate | 6.00% | 6.00% | |
Other debt | |||
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 10,303 | $ 24,514 | |
Line of credit | Secured debt | |||
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 0 | 15,901,548 | |
Unamortized discount | $ 98,452 | ||
Line of credit | Secured debt | Maximum | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 3.567% | ||
Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.50% | ||
Line of credit | Secured debt | Installments Through December 31, 2015 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | $ 500,000 | ||
Line of credit | Secured debt | Installments Through December 31, 2016 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 625,000 | ||
Line of credit | Secured debt | Installments Through September 30, 2017 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 750,000 | ||
Line of credit | US term loan | Secured debt | |||
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 16,170,595 | $ 0 | |
Effective interest rate | 4.0463% | ||
Unamortized discount | $ 191,905 | ||
Line of credit | US term loan | Secured debt | Installments Through March 31, 2018 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 318,750 | ||
Line of credit | US term loan | Secured debt | Installments Through March 31, 2019 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 425,000 | ||
Line of credit | US term loan | Secured debt | Installments Through March 31, 2021 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 531,250 | ||
Line of credit | CA term loan | Secured debt | |||
Debt Instrument [Line Items] | |||
Total debt excluding Revolver | $ 14,342,820 | $ 0 | |
Effective interest rate | 4.0463% | ||
Unamortized discount | $ 94,680 | ||
Line of credit | CA term loan | Secured debt | Installments Through March 31, 2018 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 281,250 | ||
Line of credit | CA term loan | Secured debt | Installments Through March 31, 2019 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | 375,000 | ||
Line of credit | CA term loan | Secured debt | Installments Through March 31, 2021 | |||
Debt Instrument [Line Items] | |||
Periodic principal amount | $ 468,750 |
Long-term Debt - Schedule of Re
Long-term Debt - Schedule of Repayment of Maturities (Details) - USD ($) | Oct. 02, 2016 | Apr. 29, 2016 | Jan. 03, 2016 |
Debt Disclosure [Abstract] | |||
2,016 | $ 604,859 | ||
2,017 | 2,405,445 | ||
2,018 | 3,000,000 | ||
2,019 | 4,300,000 | ||
2,020 | 4,000,000 | ||
Thereafter | 39,503,410 | ||
Total | 53,813,714 | ||
Discounts | (286,585) | $ (92,508) | $ (98,452) |
Debt issuance costs | (319,014) | ||
Total debt – Net | $ 53,208,115 |
Derivative Financial Instrume49
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | Jun. 29, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 29, 2016 | Mar. 31, 2016 | Jan. 03, 2016 | Jan. 17, 2014 | |
Interest rate swap one | Not designated as hedging instrument | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fixed interest rate | 1.27% | ||||||||||
Notional amount | $ 10,000,000 | ||||||||||
Quarterly decrease in notional amount | $ 312,500 | $ 250,000 | |||||||||
Interest rate swap one | Not designated as hedging instrument | Interest expense | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Monthly settlements | $ 0 | $ 31,862 | $ 33,094 | $ 78,574 | |||||||
Interest rate swap one | Not designated as hedging instrument | Other noncurrent liabilities | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Derivative fair value liability | $ (46,874) | ||||||||||
Interest rate swap two | Not designated as hedging instrument | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Fixed interest rate | 1.055% | ||||||||||
Notional amount | $ 16,681,250 | ||||||||||
Quarterly decrease in notional amount | $ 318,750 | ||||||||||
Derivative fair value assets (liabilities) | (94,970) | (94,970) | |||||||||
Interest rate swap two | Not designated as hedging instrument | Forecast | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Quarterly decrease in notional amount | $ 531,250 | $ 425,000 | |||||||||
Interest rate swap two | Not designated as hedging instrument | Interest expense | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Monthly settlements | 23,921 | 23,921 | |||||||||
Foreign exchange forward | Designated as hedging instrument | |||||||||||
Derivatives, Fair Value [Line Items] | |||||||||||
Notional amount | $ 3,300,000 | ||||||||||
Derivative fair value assets (liabilities) | $ (135,306) | $ (135,306) |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) | Oct. 31, 2016USD ($) | Oct. 27, 2015employee | Oct. 02, 2016USD ($) | Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||
Workforce reduction due to plant closure (in employees) | employee | 30 | ||||
Proceeds from sale of property and equipment | $ 12,181 | $ 51,347 | |||
Buildings | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Net book value of building | $ 2,033,327 | 2,033,327 | |||
Buildings | Subsequent Event | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Proceeds from sale of property and equipment | $ 2,175,185 | ||||
Gain on sale of property, plant, and equipment | $ 100,000 | ||||
One-time Termination Benefits | Restructuring Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Amount of restructuring costs incurred | 0 | (51,951) | |||
Other Exit Costs Liability | Restructuring Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Amount of restructuring costs incurred | 0 | 87,005 | |||
Employee Termination Benefits Liability | Restructuring Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Amount of expected restructuring cost remaining | $ 0 | $ 0 |
Restructuring - Liability (Deta
Restructuring - Liability (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Accrual balance at January 3, 2016 | $ 254,191 | |||
Provision for estimated expenses incurred during the year | $ 0 | $ 0 | 35,054 | $ 0 |
Payments made during the year | (289,245) | |||
Accrual balance at October 2, 2016 | 0 | 0 | ||
Employee Termination Benefits Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrual balance at January 3, 2016 | 190,864 | |||
Provision for estimated expenses incurred during the year | (51,951) | |||
Payments made during the year | (138,913) | |||
Accrual balance at October 2, 2016 | 0 | 0 | ||
Other Exit Costs Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Accrual balance at January 3, 2016 | 63,327 | |||
Provision for estimated expenses incurred during the year | 87,005 | |||
Payments made during the year | (150,332) | |||
Accrual balance at October 2, 2016 | $ 0 | $ 0 |
Redeemable Common Stock (Detail
Redeemable Common Stock (Details) - USD ($) | Jul. 06, 2015 | Mar. 18, 2013 | Jan. 14, 2013 | Oct. 02, 2016 | Oct. 04, 2015 | Jul. 07, 2015 |
Temporary Equity [Line Items] | ||||||
Accretion on redeemable common stock | $ 0 | $ 1,364,031 | ||||
Private Placement | ||||||
Temporary Equity [Line Items] | ||||||
Redemption price per share (in USD per share) | $ 0.167 | |||||
Minimum public offering (in USD per share) | 4 | |||||
Shares issue price per share (in USD per share) | $ 0.167 | |||||
Redeemable common stock redemption value | $ 166,667 | |||||
Common Stock | Private Placement | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable common stock issued (in shares) | 999,999 | |||||
Common Stock | IPO | ||||||
Temporary Equity [Line Items] | ||||||
Share price (in USD per share) | $ 9.50 | |||||
Investor | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable common stock issued (in shares) | 1,415,400 | |||||
Threshold for redemption (percent) | 75.00% | |||||
Redeemable common stock redemption value | $ 13,446,300 | |||||
Accretion on redeemable common stock | $ 1,364,031 | |||||
Minimum | Investor | ||||||
Temporary Equity [Line Items] | ||||||
Equity redemption period | 6 years | |||||
Maximum | Investor | ||||||
Temporary Equity [Line Items] | ||||||
Equity redemption period | 7 years |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) | Apr. 29, 2016USD ($)$ / sharesshares | Nov. 20, 2015USD ($)$ / sharesshares | Aug. 17, 2015USD ($)$ / sharesshares | Jan. 01, 2014USD ($)$ / sharesshares | Jul. 17, 2013USD ($)$ / sharesshares | Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) | Oct. 02, 2016USD ($)employee | Oct. 04, 2015USD ($) | Jun. 30, 2016shares | Jan. 04, 2015shares | Dec. 29, 2013shares |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Tax benefit from share based compensation expense | $ | $ 13,941 | $ 48,233 | $ 43,376 | $ 52,325 | ||||||||
Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Unrecognized compensation cost | $ | 427,849 | $ 427,849 | ||||||||||
Compensation cost, weighted average period (in years) | 2 years 1 month 5 days | |||||||||||
Selling, General and Administrative Expenses | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Allocated share-based compensation expense | $ | $ 40,736 | $ 148,455 | $ 126,733 | $ 160,764 | ||||||||
The 2013 Stock Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Number of shares reserved for future issuance | 495,000 | |||||||||||
Shares granted | 7,200 | 120,000 | 375,000 | |||||||||
Granted (in USD per share) | $ / shares | $ 12.58 | $ 3.33 | $ 3.33 | |||||||||
Weighted average grant date fair value | $ | $ 20,160 | $ 42,000 | $ 86,450 | |||||||||
The 2013 Stock Incentive Plan | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Number of shares available for grant | 495,000 | |||||||||||
Expiration period | 10 years | |||||||||||
Employee terminations | employee | 0 | |||||||||||
The 2013 Stock Incentive Plan | Award vesting on grant date | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, first anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, second anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, third anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, fourth anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||
2014 Omnibus Performance Award Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Shares granted | 5,000 | 15,000 | 230,000 | |||||||||
Granted (in USD per share) | $ / shares | $ 12.58 | $ 11.50 | $ 12.50 | |||||||||
Weighted average grant date fair value | $ | $ 14,000 | $ 33,500 | $ 625,600 | |||||||||
Number of shares authorized | 450,000 | 250,000 | ||||||||||
2014 Omnibus Performance Award Plan | Award vesting on grant date | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Award vesting, first anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Award vesting, second anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Award vesting, third anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Award vesting, fourth anniversary | Employee Stock Option | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Director | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Shares granted | 45,000 | |||||||||||
2014 Omnibus Performance Award Plan | Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||||||
Shares granted | 185,000 |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option | Apr. 29, 2016 | Nov. 20, 2015 | Aug. 17, 2015 | Jan. 01, 2014 | Jul. 17, 2013 |
The 2013 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 40.00% | 34.00% | 34.00% | ||
Dividend yield | 5.00% | 0.00% | 0.00% | ||
Expected term (in years) | 5 years | 4 years | 4 years | ||
Risk-free rate | 1.28% | 1.27% | 0.96% | ||
2014 Omnibus Performance Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 40.00% | 35.00% | 38.00% | ||
Dividend yield | 5.00% | 5.00% | 4.80% | ||
Expected term (in years) | 5 years | 5 years | 5 years | ||
Risk-free rate | 1.28% | 1.70% | 1.58% |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of stock options and stock awards (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 02, 2016 | Jan. 03, 2016 | |
Aggregate Intrinsic Value | ||
Share price (in USD per share) | $ 12.24 | |
The Plan and the 2014 Plan | ||
Number of Shares | ||
Outstanding at January 3, 2016 | 695,000 | |
Granted | 12,200 | |
Exercised | 33,120 | |
Forfeited or expired | 7,200 | |
Outstanding at October 2, 2016 | 666,880 | 695,000 |
Vested and exercisable (in shares) | 384,120 | |
Weighted Average Exercise Price | ||
Outstanding at January 3, 2016 (in USD per share) | $ 6.54 | |
Granted (in USD per share) | 12.58 | |
Exercised (in USD per share) | 3.33 | |
Forfeited (in USD per share) | 3.33 | |
Outstanding at October 2, 2016 (in USD per share) | 6.85 | $ 6.54 |
Vested and exercisable (in USD per share) | $ 5.65 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding weighted average remaining contractual term | 7 years 7 months 30 days | 8 years 4 months 5 days |
Granted | 10 years | |
Exercised | 0 years | |
Forfeited or expired | 0 years | |
Vested and exercisable | 7 years 4 months 10 days | |
Aggregate Intrinsic Value | ||
Outstanding at October 2, 2016 | $ 3,594,483 | |
Vested and exercisable | $ 2,531,351 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 1,254,437 | $ 504,846 | $ 2,520,389 | $ 1,941,564 |
Actual effective rate | 30.70% | 32.60% | ||
Statutory rate | 34.00% | 34.00% | ||
Reduction in enacted tax rate | $ 86,238 | $ 174,112 | ||
Change in enacted tax rate (percent) | (5.30%) | (2.90%) |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016USD ($) | Oct. 04, 2015USD ($) | Oct. 02, 2016USD ($)lease | Oct. 04, 2015USD ($) | |
Leases [Abstract] | ||||
Number of leases providing for escalating rents | lease | 4 | |||
Operating lease, total rent expense | $ | $ 577,470 | $ 349,877 | $ 1,504,775 | $ 1,012,316 |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Lease Payments (Details) | Oct. 02, 2016USD ($) |
Leases [Abstract] | |
2,016 | $ 501,592 |
2,017 | 2,043,090 |
2,018 | 1,770,440 |
2,019 | 1,378,815 |
2,020 | 852,359 |
Thereafter | 90,106 |
Total | $ 6,636,402 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of employees gross pay | 3.00% | |||
Employer contribution amount | $ 96,088 | $ 97,403 | $ 312,069 | $ 281,369 |
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution amount | 556 | 2,227 | ||
Canada | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution amount | $ 4,872 | $ 20,120 | ||
Defined contribution plan, initial contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent | 100.00% | |||
Employer matching contribution, percent of employees gross pay | 3.00% | |||
Defined contribution plan, additional contribution | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent | 50.00% | |||
Employer matching contribution, percent of employees gross pay | 2.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 29, 2016 | Aug. 31, 2015 | Mar. 18, 2013 | Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 |
Investor | Subordinated debt | Accrued Interest | |||||||
Related Party Transaction [Line Items] | |||||||
Interest expense, related party | $ 0 | $ 472,905 | $ 0 | $ 1,514,901 | |||
Affiliated Entity | Management Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Management agreement, term | 5 years | ||||||
Annual management fees | $ 300,000 | ||||||
Expenses from management contract | $ 56,250 | $ 68,750 | $ 168,750 | $ 218,750 | |||
Affiliated Entity | Expenses from Intasco Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from management contract | $ 259,900 | ||||||
Affiliated Entity | Expenses from Great Lakes Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from management contract | $ 220,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 | |
Basic earnings per share calculation: | ||||
Net income | $ 2,520,199 | $ 1,139,091 | $ 4,953,022 | $ 4,023,728 |
Net income attributable to common stockholders | $ 2,520,199 | $ 1,139,091 | $ 4,953,022 | $ 4,023,728 |
Weighted average shares outstanding (in shares) | 9,703,791 | 9,434,123 | 9,665,441 | 7,700,771 |
Net income per share-basic (in USD per share) | $ 0.26 | $ 0.12 | $ 0.51 | $ 0.52 |
Diluted earnings per share calculation: | ||||
Weighted average shares outstanding (in shares) | 9,703,791 | 9,434,123 | 9,665,441 | 7,700,771 |
Effect of dilutive securities: | ||||
Stock options (in shares) | 204,111 | 211,270 | 209,133 | 200,357 |
Warrants (in shares) | 11,054 | 16,725 | 11,375 | 58,820 |
Diluted weighted average shares outstanding (in shares) | 9,918,956 | 9,662,118 | 9,885,949 | 7,959,948 |
Net income (loss) per share-diluted (in USD per share) | $ 0.25 | $ 0.12 | $ 0.50 | $ 0.51 |
Warrants for Underwriters | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities considered in the computation of earnings per share (in shares) | 141,000 | 141,000 | ||
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities considered in the computation of earnings per share (in shares) | 2,286 | 24,504 | ||
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities considered in the computation of earnings per share (in shares) | 409,680 | 471,000 | ||
Antidilutive securities excluded from computation of EPS (in shares) | 245,000 | 230,000 | ||
The 2013 Stock Incentive Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 7,200 | |||
2014 Omnibus Performance Award Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of EPS (in shares) | 5,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 07, 2016 | Nov. 15, 2016 | Oct. 02, 2016 | Oct. 04, 2015 | Oct. 02, 2016 | Oct. 04, 2015 |
Subsequent Event [Line Items] | ||||||
Dividends declared (in USD per share) | $ 0.15 | $ 0.15 | $ 0.45 | $ 0.15 | ||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared (in USD per share) | $ 0.15 | |||||
Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Dividends | $ 1.4 |