Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 07, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-37480 | |
Entity Registrant Name | UNIQUE FABRICATING, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1846791 | |
Entity Address, Address Line One | 800 Standard Parkway | |
Entity Address, City or Town | Auburn Hills | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48326 | |
City Area Code | 248 | |
Local Phone Number | 853-2333 | |
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | UFAB | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | true | |
Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,779,147 | |
Entity Central Index Key | 0001617669 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 1,055,038 | $ 1,409,593 |
Accounts receivable – net | 28,132,933 | 30,831,182 |
Inventory – net | 15,221,451 | 16,285,507 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other | 2,229,757 | 2,511,486 |
Refundable taxes | 1,232,505 | 983,073 |
Total current assets | 47,871,684 | 52,020,841 |
Property, plant, and equipment – net | 25,480,646 | 25,077,745 |
Goodwill | 22,110,782 | 28,871,179 |
Intangible assets– net | 13,594,896 | 15,568,383 |
Other assets | ||
Investments – at cost | 1,054,120 | 1,054,120 |
Deposits and other assets | 225,207 | 198,854 |
Deferred tax asset | 602,071 | 496,181 |
Total assets | 110,939,406 | 123,287,303 |
Current liabilities | ||
Accounts payable | 11,915,902 | 11,465,222 |
Current maturities of long-term debt | 2,923,123 | 3,350,000 |
Income taxes payable | 0 | 40,634 |
Accrued compensation | 2,347,998 | 2,848,282 |
Other accrued liabilities | 1,017,115 | 1,432,109 |
Total current liabilities | 18,204,138 | 19,136,247 |
Long-term debt – net of current portion | 33,806,672 | 34,667,768 |
Line of credit-net | 15,613,556 | 17,904,869 |
Other long-term liabilities | 957,125 | 395,154 |
Deferred tax liability | 1,672,762 | 2,295,105 |
Total liabilities | 70,254,253 | 74,399,143 |
Stockholders’ Equity | ||
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,779,147 and 9,779,147 issued and outstanding at June 30, 2019 and December 30, 2018, respectively | 9,780 | 9,780 |
Additional paid-in-capital | 45,980,210 | 45,881,848 |
Retained earnings | (5,304,837) | 2,996,532 |
Total stockholders’ equity | 40,685,153 | 48,888,160 |
Total liabilities and stockholders’ equity | $ 110,939,406 | $ 123,287,303 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 9,779,147 | 9,779,147 |
Common stock, shares outstanding (in shares) | 9,779,147 | 9,779,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 38,889,050 | $ 45,742,370 | $ 78,355,987 | $ 93,046,523 |
Cost of sales | 30,676,940 | 34,553,348 | 61,843,875 | 70,777,354 |
Gross profit | 8,212,110 | 11,189,022 | 16,512,112 | 22,269,169 |
Selling, general, and administrative expenses | 7,423,533 | 7,378,506 | 14,696,245 | 15,345,488 |
Impairment of goodwill | 6,760,397 | 0 | 6,760,397 | 0 |
Restructuring expenses | 733,995 | 538,117 | 824,539 | 980,384 |
Operating (loss) income | (6,705,815) | 3,272,399 | (5,769,069) | 5,943,297 |
Non-operating (expense) income | ||||
Other (expense) income, net | 25,249 | (28,299) | 42,799 | (64,333) |
Interest expense | (1,331,785) | (860,714) | (2,431,734) | (1,596,473) |
Total non-operating expense, net | (1,306,536) | (889,013) | (2,388,935) | (1,660,806) |
(Loss) income – before income taxes | (8,012,351) | 2,383,386 | (8,158,004) | 4,282,491 |
Income tax (benefit) expense | (389,056) | 632,377 | (345,592) | 1,019,593 |
Net (loss) income | $ (7,623,295) | $ 1,751,009 | $ (7,812,412) | $ 3,262,898 |
Net (loss) income per share | ||||
Basic (in dollars per share) | $ (0.78) | $ 0.18 | $ (0.80) | $ 0.33 |
Diluted (in dollars per share) | (0.78) | 0.18 | (0.80) | 0.33 |
Cash dividends declared per share (in dollars per share) | $ 0 | $ 0.15 | $ 0.05 | $ 0.30 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017 | 9,757,563 | |||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 50,882,079 | $ 9,758 | $ 45,712,568 | $ 5,159,753 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | 1,511,889 | 1,511,889 | ||
Stock option expense | $ 33,260 | 33,260 | ||
Exercise of warrants and options for common stock (in shares) | 9,000 | |||
Exercise of warrants and options for common stock | $ 30,000 | 9 | 29,991 | |
Cash dividends paid | $ (1,465,000) | (1,465,000) | ||
Stockholders' equity, ending balance (in shares) at Apr. 01, 2018 | 9,766,563 | |||
Stockholders' equity, ending balance at Apr. 01, 2018 | $ 50,992,228 | 9,767 | 45,775,819 | 5,206,642 |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017 | 9,757,563 | |||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 50,882,079 | 9,758 | 45,712,568 | 5,159,753 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | $ 3,262,898 | |||
Stockholders' equity, ending balance (in shares) at Jul. 01, 2018 | 9,771,587 | |||
Stockholders' equity, ending balance at Jul. 01, 2018 | $ 51,314,694 | 9,772 | 45,812,494 | 5,492,428 |
Stockholders' equity, beginning balance (in shares) at Apr. 01, 2018 | 9,766,563 | |||
Stockholders' equity, beginning balance at Apr. 01, 2018 | $ 50,992,228 | 9,767 | 45,775,819 | 5,206,642 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | 1,751,009 | 1,751,009 | ||
Stock option expense | $ 32,680 | 32,680 | ||
Exercise of warrants and options for common stock (in shares) | 5,024 | |||
Exercise of warrants and options for common stock | $ 4,000 | 5 | 3,995 | |
Cash dividends paid | $ (1,465,223) | (1,465,223) | ||
Stockholders' equity, ending balance (in shares) at Jul. 01, 2018 | 9,771,587 | |||
Stockholders' equity, ending balance at Jul. 01, 2018 | $ 51,314,694 | 9,772 | 45,812,494 | 5,492,428 |
Stockholders' equity, beginning balance (in shares) at Dec. 30, 2018 | 9,779,147 | |||
Stockholders' equity, beginning balance at Dec. 30, 2018 | $ 48,888,160 | 9,780 | 45,881,848 | 2,996,532 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (189,117) | (189,117) | ||
Stock option expense | 32,681 | 32,681 | ||
Exercise of warrants and options for common stock | 0 | |||
Cash dividends paid | $ (488,957) | (488,957) | ||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2019 | 9,779,147 | |||
Stockholders' equity, ending balance at Mar. 31, 2019 | $ 48,242,767 | 9,780 | 45,914,529 | 2,318,458 |
Stockholders' equity, beginning balance (in shares) at Dec. 30, 2018 | 9,779,147 | |||
Stockholders' equity, beginning balance at Dec. 30, 2018 | $ 48,888,160 | 9,780 | 45,881,848 | 2,996,532 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | $ (7,812,412) | |||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2019 | 9,779,147 | |||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 40,685,153 | 9,780 | 45,980,210 | (5,304,837) |
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2019 | 9,779,147 | |||
Stockholders' equity, beginning balance at Mar. 31, 2019 | $ 48,242,767 | 9,780 | 45,914,529 | 2,318,458 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net (loss) income | (7,623,295) | (7,623,295) | ||
Stock option expense | $ 65,681 | 65,681 | ||
Stockholders' equity, ending balance (in shares) at Jun. 30, 2019 | 9,779,147 | |||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 40,685,153 | $ 9,780 | $ 45,980,210 | $ (5,304,837) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jul. 01, 2018 | |
Cash flows from operating activities | ||
Net (loss) income | $ (7,812,412) | $ 3,262,898 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Impairment of goodwill | 6,760,397 | 0 |
Depreciation and amortization | 3,404,281 | 3,285,818 |
Amortization of debt issuance costs | 88,743 | 71,072 |
Loss on sale of assets | 5,459 | 12,138 |
Bad debt adjustment | 122,279 | 125,698 |
Loss (gain) on derivative instrument | 664,934 | (25,098) |
Stock option expense | 98,362 | 65,940 |
Deferred income taxes | (728,233) | (55,542) |
Changes in operating assets and liabilities that provided (used) cash: | ||
Accounts receivable | 2,575,970 | (5,042,406) |
Inventory | 1,064,056 | (410,782) |
Prepaid expenses and other assets | (97,022) | 921,250 |
Accounts payable | (106,640) | 2,214,196 |
Accrued and other liabilities | (955,912) | (64,156) |
Net cash provided by operating activities | 5,084,262 | 4,361,026 |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,880,201) | (3,368,448) |
Proceeds from sale of property and equipment | 41,048 | 11,850 |
Net cash used in investing activities | (1,839,153) | (3,356,598) |
Cash flows from financing activities | ||
Net change in bank overdraft | 557,320 | (306,128) |
Payments on term loans and note payable | (2,637,500) | (1,800,000) |
Proceeds from exercise of stock options and warrants | 0 | 34,000 |
Distribution of cash dividends | (488,957) | (2,930,223) |
Net cash used in financing activities | (3,599,664) | (1,454,832) |
Net decrease in cash and cash equivalents | (354,555) | (450,404) |
Cash and cash equivalents – beginning of period | 1,409,593 | 1,430,937 |
Cash and cash equivalents – end of period | 1,055,038 | 980,533 |
Supplemental disclosure of cash flow Information – cash paid for | ||
Interest | 1,908,549 | 1,510,524 |
Income taxes | 291,842 | 962,500 |
Line Of Credit For Capital Expenditures | ||
Cash flows from financing activities | ||
Proceeds from capital expenditure line | 1,300,000 | 0 |
Revolving credit facility | ||
Cash flows from financing activities | ||
Proceeds from capital expenditure line | $ 3,547,519 | |
Proceeds from exercise of stock options and warrants | $ (2,330,527) |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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. These consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements as of and for the year ended December 30, 2018 included in Unique’s annual report on Form 10-K for such period. 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. For 2019, the quarterly and year to date period, which were 13 and 26 weeks, ended on June 30, 2019 , and for 2018, the quarterly and year to date period, which were 13 and 26 weeks, ended on July 1, 2018 . Fiscal year 2018 ended on Sunday, December 30, 2018 . 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 $791,665 and $684,996 at June 30, 2019 and December 30, 2018 , 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 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 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 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 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 one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has one reporting unit and operating segment for goodwill testing purposes. During the second quarter of 2019, the Company experienced a decline in market capitalization, which is a potential indicator of impairment. As a result, the Company performed an interim quantitative assessment as of June 30, 2019 , utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis performed indicated the carrying value of the reporting unit exceeded the fair value of the reporting unit as of June 30, 2019 . A goodwill impairment charge of $6,760,397 and $6,760,397 , was recognized during the 13 and 26 weeks ended June 30, 2019 , respectively, and no impairment charges recognized during the the 13 and 26 weeks ended July 1, 2018 , respectively. Key assumptions used in the analysis were a discount rate of 12.5% , EBITDA margin and a terminal growth rate of 2.0% . 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 a debt discount and are also shown as a reduction of the associated 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 June 30, 2019 and December 30, 2018 , debt issuance costs were $342,580 and $381,793 , respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $432,702 and $482,232 , respectively. On November 8, 2018, the Company amended its current Credit Agreement (the “Amended and Restated Credit Agreement”), which increased the Company's term loan debt and is further described in Note 6. The Company reviewed this amendment for extinguishment accounting and concluded that $59,110 of the remaining $172,600 debt issuance costs not amortized on the revolving debt facility qualified for extinguishment accounting and were recognized as a loss on extinguishment immediately. The remaining unamortized debt issuance costs not extinguished on the old revolving debt facility and all of the of remaining unamortized debt issuance costs on the term loans did not meet extinguishment accounting and therefore were carried forward to the new revolving debt facility and term loans. Amortization expense of both debt issuance costs and debt discounts has been recognized as a component of interest expense in the amounts of $44,372 and $88,743 for the 13 and 26 weeks ended June 30, 2019 , and $35,536 and $71,072 for the 13 and 26 weeks ended July 1, 2018 , 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, as there is not a readily determined fair value for these investments. 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 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 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 $2,245,872 and $1,802,712 of checks issued in excess of available cash balances at June 30, 2019 and December 30, 2018 , 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 — The following table presents the Company's net sales disaggregated by major sales channel for the 13 and 26 weeks ended June 30, 2019 : Unique Fabricating, Inc. Consolidated Thirteen Weeks Ended June 30, 2019 Twenty-Six Weeks Ended June 30, 2019 Net Sales Automotive $ 33,517,050 $ 67,531,987 HVAC, water heater, and appliances 3,504,000 7,258,000 Other 1,868,000 3,566,000 Total $ 38,889,050 $ 78,355,987 General Recognition Policy Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. In general for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. 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. Contract Balances The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted above in the Accounts Receivable section, 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 account balances are noted above in the Accounts Receivable section. Practical Expedients The Company elects the practical expedient to expense costs incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less . 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 June 30, 2019 and July 1, 2018 . The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the 13 and 26 weeks ended June 30, 2019 or July 1, 2018 . 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 translation of foreign currency financial statements into United States dollars are classified in other 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 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 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), Fiat Chrysler Automobiles (FCA), and Ford Motor Company (Ford) as a percentage of total net sales were: 17 , 16 , and 12 percent, respectively, during the thirteen weeks ended June 30, 2019 ; 18 , 15 , and 11 percent, respectively, during the 26 weeks ended June 30, 2019 ; 13 , 17 , and 10 percent during the thirteen weeks ended July 1, 2018 ; and 13 , 17 , and 11 percent, respectively, during the 26 weeks ended July 1, 2018 . GM accounted for 10 and 10 percent of direct Company sales for the 13 and 26 weeks ended June 30, 2019 , respectively. No customer represented more than 10 percent of direct Company sales for the 13 and 26 weeks ended July 1, 2018 . GM accounted for more than 17 percent of direct accounts receivable as of June 30, 2019 . GM accounted for 14 percent of direct accounts receivable as of December 30, 2018 . Labor Markets — At June 30, 2019 , of the Company’s hourly plant employees working in the United States manufacturing facilities, 41 percent were covered under a collective bargaining agreement which expires in August 2019 while another 7 percent were covered under a separate collective bargaining agreement that expires in February 2020. The Company is currently engaged in negotiations for a new collective bargaining agreement. 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 June 30, 2019 , 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 2019 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 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 19 , 19 , 17 , and 17 percent, respectively, of the Company’s production occurred in Mexico. During the 13 and 26 weeks ended June 30, 2019 and 13 and 26 weeks ended July 1, 2018 , 8 , 7 , 10 , and 10 percent, respectively, of the Company's production occurred in Canada. Sales derived from customers located in Mexico, Canada, and other foreign countries were 17 , 10 , and 1 percent, respectively, during the 13 weeks ended June 30, 2019 ; 18 , 10 , and 1 percent, respectively, during the 26 weeks ended June 30, 2019 ; 16 , 10 , and 2 percent, respectively, during the 13 weeks ended July 1, 2018 ; and 16 , 10 , and 2 percent, respectively, during the 26 weeks ended July 1, 2018 . 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606. This ASU superseded most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and established 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. The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method in its first quarter of 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis. The Company did not record a cumulative adjustment related to the adoption of ASU 2014-09, and the effects of adoption were not significant. In January 2016, the FASB issued guidance, together with related, subsequently issued guidance, that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The guidance should be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption, except for equity securities without readily determinable fair values, to which the guidance should be applied prospectively. The Company adopted this guidance on January 1, 2018 and concluded this did not have a material effect on its consolidated financial statements. The Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment. In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 840. 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 believes the impact that the adoption of this guidance will have on its consolidated financial statements will be to materially increase assets and liabilities on the consolidated balance sheet, but it is not expected to materially impact the consolidated statements of operations. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations The Company intends to continue to selectively pursue opportunistic acquisitions that provide additional products and processes, as well as entrance into new growth markets. There were no new acquisitions for the 13 and 26 weeks ended June 30, 2019 or for the 13 and 26 weeks ended July 1, 2018 . |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: June 30, December 30, Raw materials $ 8,793,783 $ 9,562,962 Work in progress 652,430 547,729 Finished goods 5,775,238 6,174,816 Total inventory $ 15,221,451 $ 16,285,507 The allowance for obsolete inventory was $395,744 and $557,066 at June 30, 2019 and December 30, 2018 , respectively. Included in inventory are assets located in Mexico with a carrying amount of $3,609,407 at June 30, 2019 and $3,340,748 at December 30, 2018 , and assets located in Canada with a carrying amount of $1,016,819 at June 30, 2019 and $1,177,256 at December 30, 2018 . |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment consists of the following: June 30, December 30, Depreciable Life – Years Land $ 1,663,153 $ 1,663,153 Buildings 6,898,455 6,898,455 23 – 40 Shop equipment 22,281,606 21,165,566 7 – 10 Leasehold improvements 1,141,576 1,130,507 3 – 10 Office equipment 1,671,924 1,650,626 3 – 7 Mobile equipment 204,575 282,805 3 Construction in progress 2,180,247 1,514,082 Total cost 36,041,536 34,305,194 Accumulated depreciation 10,560,890 9,227,449 Net property, plant, and equipment $ 25,480,646 $ 25,077,745 Depreciation expense was $721,417 and $1,430,794 for the 13 and 26 weeks ended June 30, 2019 , respectively, and $621,030 and $1,224,990 for the 13 and 26 weeks ended July 1, 2018 , respectively. Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $3,318,649 and $3,209,973 at June 30, 2019 and December 30, 2018 , respectively, and assets located in Canada with a carrying amount of $594,682 and $656,183 at June 30, 2019 and December 30, 2018 , respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets of the Company consist of the following at June 30, 2019 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years Customer contracts $ 26,523,065 $ 16,609,721 8.16 Trade names 4,673,044 1,586,746 16.43 Non-compete agreements 1,161,790 1,129,992 2.53 Unpatented technology $ 1,534,787 $ 971,331 5.00 Total $ 33,892,686 $ 20,297,790 Intangible assets of the Company consist of the following at December 30, 2018 : Gross Carrying Accumulated Weighted Average Customer contracts $ 26,523,065 $ 14,936,128 8.16 Trade names 4,673,044 1,452,276 16.43 Non-compete agreements 1,161,790 1,117,626 2.53 Unpatented technology 1,534,787 $ 818,273 5.00 Total $ 33,892,686 $ 18,324,303 The weighted average amortization period for all intangible assets is 8.96 years . Amortization expense for intangible assets totaled $981,052 and $1,973,487 for the 13 and 26 weeks ended June 30, 2019 , and $1,030,414 and $ 2,060,828 for the 13 and 26 weeks ended July 1, 2018 . Estimated amortization expense is as follows for the remainder of the current fiscal year and future fiscal years are as follows: 2019 $ 1,971,777 2020 3,913,627 2021 2,455,712 2022 1,305,314 2023 978,787 Thereafter 2,969,679 Total $ 13,594,896 |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt 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 lender and Administrative Agent, and other lenders, entered into a credit agreement (the “Credit Agreement”) providing for borrowings of up to the aggregate principal amount of $62.0 million. The Credit Agreement was a senior secured credit facility and consisted of a revolving line of credit of up to $30.0 million (the “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 Revolver. On August 18, 2017, the US Borrower and the CA Borrower entered into the Second Amendment (the “Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Amendment converted $4.0 million of outstanding borrowings under the Revolver into an additional $4.0 million term loan to the US Borrower (the “US Term Loan II”). The conversion of a portion of the outstanding borrowings under the Revolver did not reduce the aggregate amount available to be borrowed under it. On August 8, 2018, the US Borrower and the CA Borrower entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Fourth Amendment required the Company to use the net proceeds from the sale of the Ft. Smith, Arkansas building to reduce the outstanding borrowings under the Revolver. The application of the net proceeds did not permanently reduce the amounts that could be borrowed under the Revolver. The Fourth Amendment also eased, for the fiscal quarter ended September 30, 2018, the financial covenant ratio which determined the Company's ability to pay dividends. On September 20, 2018, the US Borrower and the CA Borrower entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its then maximum of $30.0 million. This increase implemented by the Fifth Amendment was effective until October 31, 2018, at which point the maximum amount that could be borrowed under the Revolver reverted back to $30.0 million and was replaced by the Amended and Restated Credit Agreement described below. Amended and Restated Credit Agreement On November 8, 2018, the US Borrower and the CA Borrower entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement which is a five year agreement, among other things, increased the principal amount of US Term Loan borrowings to $26.0 million, created a two year line to fund capital expenditures of up to $2.5 million through November 8, 2019 and $5.0 million thereafter through November 8, 2020, and extended the maturity dates of all borrowings from April 28, 2021 to November 7, 2023. The Amended and Restated Credit Agreement provides for borrowings of up to $30.0 million under the Revolver, subject to availability, and left the principal amount on the CA Term Loan at approximately $12.0 million, the same as it was under the previous Credit Agreement. The Amended and Restated Credit Agreement combined the previous US Term Loan and US Term Loan II (the “New US Term Loan”), and increased the aggregate principal amount to $26.0 million dollars from $15.9 million, in total, from the previous US Term Loan and Term Loan II. The increase in the principal amount effected by the New U.S. Term Loan replaced and termed-out outstanding borrowings under the Revolver. The Amended and Restated Credit Agreement changes the quarterly principal payments of the New US Term Loan to $337,500 through September 30, 2020, $575,000 thereafter through September 30, 2021, and $812,500 thereafter though maturity. Finally, the agreement made certain changes to the Company's covenants and financial covenant ratios. The Revolver, New US Term Loan, and CA Term Loan all mature on November 7, 2023 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 3.25% per annum in the case of the Base Rate and 2.75% to 4.25% per annum in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds, measured quarterly, as increased by the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement which is further described below. The fair value of debt approximates book value based on the variable terms. In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and the New 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 Amended and Restated 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 Revolver. As of June 30, 2019 , $15,956,136 was outstanding under the Revolver. This amount is gross of debt issuance costs which are further described in Note 1. The Revolver had an effective interest rate of 6.1885% percent per annum at June 30, 2019 , and is secured by substantially all of the Company’s assets. At June 30, 2019 , the maximum additional available borrowings under the Revolver were $13,943,864 , 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 to be borrowed under the Revolver is further subject to borrowing base restrictions. Long term debt consists of the following: June 30, December 30, New US Term Loan, payable to lenders in quarterly installments of $337,500 through September 30, 2020, $575,000 through September 30, 2021, and $812,500 through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.1885% per annum at June 30, 2019. At June 30, 2019, the balance of the New US Term Loan is presented net of a debt discount of $300,967 from costs paid to or on behalf of the lenders. $ 24,686,531 $ 25,664,582 CA Term Loan, payable to lenders in quarterly installments of $375,000 through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 6.1885% per annum at June 30, 2019. At June 30, 2019, the balance of the CA Term Loan is presented net of a debt discount of $131,735 from costs paid to or on behalf of the lenders. 10,743,264 $ 11,853,186 Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the Credit Agreement. Interest accrued monthly at an annual rate of 6.00%. The note payable was paid in full on February 6, 2019. — 500,000 Capital expenditure line payable to lenders in quarterly installments of 7.5% per annum of the outstanding principal balance commencing December 31, 2019 through September 30, 2020, 10% per annum through September 30, 2021, and 12.5% per annum through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.17813% per annum at June 30, 2019. 1,300,000 — Other debt — — Total debt excluding Revolver 36,729,795 38,017,768 Less current maturities 2,923,123 3,350,000 Long-term debt – Less current maturities $ 33,806,672 $ 34,667,768 Covenant Compliance The Amended and Restated 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 in the Amended and Restated Credit Agreement. As of December 30, 2018 , the Company was in compliance with these financial covenants. Additionally, the New US Term Loan and CA Term Loan each contains a clause, effective December 30, 2018, that requires an excess cash flow payment to be made to the lenders to reduce the New US Term Loan and CA Term Loan if the Company’s cash flow exceeds certain thresholds as defined by the Amended and Restated Credit Agreement. No payments were required to be made in the periods presented above. As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the Waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. As a result of this waiver, the lenders did not accelerate the maturity of the debt. On June 14, 2019, the Company entered into the Waiver and Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. On June 28, 2019, the Company entered into the Waiver and Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined, not in excess of 3.50 to 1.00 as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as adding the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined. The Fourth Amendment permits distributions as long as the Borrower is in compliance with specified conditions including that the Borrower's liquidity, as defined, is not less than $5 million after giving effect to the distribution, total leverage ratio is not more than 2.00 to 1.00, post distribution debt service coverage ratio ("DSCR"), as defined, is not greater than 1.10 to 1.00, and Borrower is in compliance with financial convenants, before and after giving effect to the distributions. The Company is compliant with the covenants set forth in the Waiver and Fourth Amendment as of June 30, 2019. The Company does not anticipate the payment of dividends in 2019. Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows: 2019 $ 712,500 2020 3,193,125 2021 4,175,625 2022 4,912,500 2023 40,124,883 Thereafter — Total 53,118,633 Discounts (432,702 ) Debt issuance costs (342,580 ) Total debt – Net $ 52,343,351 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap The Company holds derivative financial instruments, in the form of an interest rate swap, as required by its Credit Agreement and Amended and Restated 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 accompanying consolidated statements of operations. Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into an 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. The notional amount at the effective date was $16,681,250 which decreased by $318,750 each quarter until June 30, 2017, and thereafter decreased by $425,000 each quarter until June 29, 2018, when it began decreasing by $531,250 per quarter until it expired on June 28, 2019. Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, the Company entered into another interest rate swap with requires the Company to pay a fixed rate of 1.093 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR, for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1,900,000 which decreases by $100,000 each quarter until it expires on September 30, 2020. Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 3.075 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5,037,500 which increases by $378,125 each quarter until June 28, 2019 when the notional amount increases to $17,540,625 due to the interest rate swap from 2016 described above expiring. The notional amount then decreases each quarter by $153,125 until September 30, 2020 when the notional amount increases to $17,475,000 due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $431,250 until December 31, 2021, then decreases each subsequent quarter by $609,375 until it expires on November 8, 2023 At June 30, 2019 , the fair value of all swaps was in a net liability position of $957,125 and is included in other long term liabilities in the consolidated balance sheet. The Company received $35,783 and $86,039 in the aggregate, in net monthly settlements with respect to the interest rate swaps for the 13 and 26 weeks ended June 30, 2019 , respectively. At July 1, 2018 , the fair value of the swaps was $184,418 , and was included in other long-term assets in the consolidated balance sheets. The Company received $30,589 and $48,894 with respect to the interest rate swaps for the 13 and 26 weeks ended July 1, 2018 , respectively. Both the change in fair value and the monthly settlements were included in interest expense in the consolidated statements of operations. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2019 | |
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. 2019 Restructuring Evansville Restructuring On July 16, 2019, subsequent to our second quarter-end, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company currently expects to cease operations at the Evansville facility by the end of September 2019, and that approximately 53 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities. The Company will move existing Evansville production to its manufacturing facilities in LaFayette, GA, Auburn Hills, MI, and Louisville, KY. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. 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 it did 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 expects to incur one-time severance costs as a result of this plant closure of approximately $309,000 during the remainder of 2019. The amount of other costs incurred associated with this plant closure, which will primarily consist of preparing and moving existing production equipment and inventory at Evansville to other facilities will be approximately $ 1,325,000 and early lease termination fees, will be approximately $1,200,000 , during the remainder of 2019. The Company is actively pursing a sublease of the facility. Salaried Restructuring On July 30, 2019, subsequent to our quarter-end, our former President and Chief Executive Officer of the Company (CEO), resigned as President of the board of directors. The Company did not incur any additional restructuring costs in connection with his resignation. On May 6, 2019, the former President and CEO of the Company resigned by mutual agreement of both parties. The Company incurred one-time restructuring costs of $579,972 and $579,972 during the 13 and 26 weeks ended June 30, 2019 , respectively, in connection with his resignation. Further charges expected to be incurred in 2019 subsequent to June 30, 2019 are expected to be immaterial. On May 15, 2019 and February 1, 2019, the Company announced that in order to reduce fixed costs it would be eliminating a number of salaried positions throughout the Company. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. This reduction took place and was paid in the 13 and 26 weeks ended June 30, 2019 , and in connection with this workforce reduction the Company incurred one-time severance costs of $154,022 and $244,567 , respectively. The table below summarizes the activity in the restructuring liability for the 26 weeks ended June 30, 2019 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 31, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 824,539 — 824,539 Payments made during the period 490,675 — 490,675 Accrual balance at June 30, 2019 333,864 — 333,864 2018 Restructuring Fort Smith Restructuring On February 13, 2018, the Company made the decision to close its manufacturing facility in Fort Smith, Arkansas. The Company ceased operations at the Fort Smith facility in July of 2018, and approximately 20 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities. The Company moved existing Fort Smith production to its manufacturing facilities in Evansville, Indiana and Monterrey, Mexico. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. 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 it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other of its facilities. In October, 2018, the Company sold the building it owned in Fort Smith, which had a net book value of $733,059 , for cash proceeds of $876,032 resulting in a gain on the sale of $142,973 . The Company did not incur any restructuring costs associated with this closure in the 13 and 26 weeks ended June 30, 2019 . The Company incurred one-time severance costs as a result of this plant closure of $(58,933) and $173,359 in the 13 and 26 weeks ended July 1, 2018 , respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Fort Smith to other facilities was $423,705 and $444,358 in the 13 and 26 weeks ended July 1, 2018 . All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations. Port Huron Restructuring On February 1, 2018, the Company made the decision to close its manufacturing facility in Port Huron, Michigan. The Company ceased operations at the Port Huron facility in June of 2018 and 7 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of its facilities. As such, the Company moved existing Port Huron production to our manufacturing facilities in London, Ontario, Auburn Hills, Michigan, and Louisville, Kentucky. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. 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 it did not represent a strategic shift in the Company's operations, and the Company has continuing cash flows from the production being moved to other of its facilities. The Company did not incur any restructuring costs associated with this closure in the 13 and 26 weeks ended June 30, 2019 . The Company incurred one-time severance costs as a result of this plant closure of $(17,125) and $64,768 in the 13 and 26 weeks ended July 1, 2018 . The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Port Huron to other facilities was $190,470 and $297,899 in the 13 and 26 weeks ended July 1, 2018 . All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations. The table below summarizes the activity in the restructuring liability for the 26 weeks ended July 1, 2018 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at January 1, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 238,128 742,256 980,384 Payments made during the period 163,439 705,873 869,312 Accrual balance at July 1, 2018 $ 74,689 $ 36,383 $ 111,072 |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 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 $0.23 and $0.35 per share, 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 $2.80 per share. On September 15, 2017, the Company issued 5,000 non statutory stock option awards to employees of the Company with an exercise price of $7.65 per share and with a weighted average grant date fair value of $1.41 per share. All 4 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. 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 the stock of comparable companies. 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. September 15, 2017 April 29, 2016 January 1, 2014 July 17, 2013 Expected volatility 40.00 % 40.00 % 34.00 % 34.00 % Dividend yield 7.00 % 5.00 % — % — % Expected term (in years) 5 5 4 4 Risk-free rate 1.81 % 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 originally authorized 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 stock option awards for 230,000 shares of which 45,000 shares subject to 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 $2.72 per share. These awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries of the grant date 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 incentive 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 $2.23 per share. The vesting schedule, vesting percentage, and capability of the employees to exercise these options are the same as these for 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 $2.80 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20 and August 17, 2015 grants described above. On September 15, 2017, 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 $7.65 per share with a weighted average grant date fair value of $1.41 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20, August 17, 2015, and April 29, 2016 grants discussed above. On June 11, 2019, the compensation committee of the board of directors approved the issuance of stock option awards for 30,000 shares to one member of the board. The award had an exercise price of $2.93 per share with a weighted average grant date fair value of $1.10 per share. These options vested immediately on the date of grant as the service conditions required for this award had already been met on the day of the award. 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 the stock 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. June 11, 2019 September 15, 2017 April 29, 2016 November 20, 2015 August 17, 2015 Expected volatility 40.00 % 40.00 % 40.00 % 35.00 % 38.00 % Dividend yield — % 7.00 % 5.00 % 5.00 % 4.80 % Expected term (in years) 5 5 5 5 5 Risk-free rate 1.85 % 1.81 % 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 December 30, 2018 563,680 $ 7.25 5.61 Granted 30,000 $ 2.93 10.00 Exercised — $ — 0 Forfeited or expired — $ — 0 Outstanding at June 30, 2019 593,680 $ 7.03 5.35 $ — Vested and exercisable at June 30, 2019 535,240 $ 5.23 6.64 $ — (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 June 30, 2019 and multiplying this result by the related number of options outstanding and exercisable at June 30, 2019 . The estimated fair value of the shares is based on the closing price of the stock of $2.71 as of June 30, 2019 . As of June 30, 2019 there is no intrinsic value as the exercise prices are greater than the estimated fair value. The Company recorded compensation expense of $65,681 and $98,362 for the 13 and 26 weeks ended June 30, 2019 , respectively, and $32,681 and $65,940 for the 13 and 26 weeks ended July 1, 2018 , 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 $14,573 and $24,325 for the 13 and 26 weeks ended June 30, 2019 and $8,919 and $15,700 for the 13 and 26 weeks ended July 1, 2018 . As of June 30, 2019 , there was $67,958 of total unrecognized compensation cost related to non-vested stock option awards under the plans. That cost is expected to be recognized over a weighted average period of 0.67 years . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
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 judgment 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 (benefit) expense for the 13 and 26 weeks ended June 30, 2019 was $(389,056) and $(345,592) , respectively, compared to $632,377 and $1,019,593 for the 13 and 26 weeks ended July 1, 2018 , respectively. During the 13 and 26 weeks ended June 30, 2019 , the differences between the actual effective tax rate of 4.9% and 4.2% , respectively, and the statutory rate of 21.0% was primarily due to the impairment of non-deductible goodwill as well as earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits in the U.S. During the 13 and 26 weeks ended July 1, 2018 , the actual effective tax rate of 26.5% and 23.8% , respectively, and the statutory rate of 21.0% was mainly a result of earnings generated in Mexico and Canada, which both have higher income tax rates than the U.S. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2019 | |
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 2024. The leases for office space and production facilities require the Company to pay taxes, insurance, utilities and maintenance costs. Five 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 $500,920 and $986,417 for the 13 and 26 weeks ended June 30, 2019 and $665,269 and $1,334,451 for the 13 and 26 weeks ended July 1, 2018 . 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 June 30, 2019 : 2019 $ 986,417 2020 1,419,556 2021 577,375 2022 452,657 2023 65,973 Thereafter 698 Total $ 3,502,676 |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [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 up to the first 3 percent of each employee’s total compensation and 50 percent for the next 2 percent of each 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 $122,921 and $252,408 , respectively, for the 13 and 26 weeks ended June 30, 2019 and $132,363 and $259,882 , respectively, for the 13 and 26 weeks ended July 1, 2018 . The Intasco operations acquired in April 2016 had separate retirement plans. The United States facility in Port Huron, Michigan sponsored 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 $0 for the 13 and 26 weeks ended June 30, 2019 , because the plant closed in June of 2018 as noted in Note 8, and $194 and $1,502 , respectively, for the 13 and 26 weeks ended July 1, 2018 . 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 $13,184 and $29,702 , respectively, for the 13 and 26 weeks ended June 30, 2019 and $12,707 and $28,365 , respectively, for the 13 and 26 weeks ended July 1, 2018 . |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Effective March 18, 2013, the Company is under a management agreement with a firm related to several stockholders. The agreement initially provided for annual management fees of $300,000 and additional fees for assistance provided with acquisitions. Effective upon completion of the Company's initial public offering, the agreement was amended to reduce the annual management fee by an amount equal to the amount, if any, of annual cash retainers and equity awards received 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 $112,500 , respectively, for the 13 and 26 weeks ended June 30, 2019 and $56,250 and $112,500 , respectively, for the 13 and 26 weeks ended July 1, 2018 . The management agreement had an initial term of five years , expiring on March 18, 2018, and renews automatically annually for additional one year terms. The current term expires on March 18, 2020. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer also collectively own 50% of the equity securities owned by either of them on March 18, 2013. In 2019, the Company has entered into a services agreement with 6th Avenue Group, which is a company owned by a Board member of the Company. The services performed have been related to providing assistance for long term strategic planning for the Company as well as aiding in helping the Company with CEO transition services. As previously mentioned in Note 8, the Company's CEO resigned on May 6, 2019. The Company incurred fees to the 6th Avenue Group of $75,819 and $75,819 , respectively, for the 13 and 26 weeks ended June 30, 2019 . The services provided by 6th Avenue Group are expected to end in 2019. This Board member, as discussed in Note 9, was also awarded stock options for 30,000 shares for her services on June 11, 2019. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
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 swaps 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. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing the 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 stock 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 June 30, 2019 Thirteen Weeks Ended July 1, 2018 Twenty-Six Weeks Ended June 30, 2019 Twenty-Six Weeks Ended July 1, 2018 Basic earnings per share calculation: Net (loss) income $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Net (loss) income attributable to common stockholders $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Weighted average shares outstanding 9,779,147 9,768,159 9,779,147 9,767,180 Net (loss) income per share-basic $ (0.78 ) $ 0.18 $ (0.80 ) $ 0.33 Diluted earnings per share calculation: Net (loss) income $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Weighted average shares outstanding 9,779,147 9,768,159 9,779,147 9,767,180 Effect of dilutive securities: Stock options (1)(2) — 148,115 — 146,802 Warrants (1) — 725 — 706 Diluted weighted average shares outstanding 9,779,147 9,916,999 9,779,147 9,914,688 Net (loss) income per share-diluted $ (0.78 ) $ 0.18 $ (0.80 ) $ 0.33 (1) Due to a net loss for the 13 and 26 weeks ended June 30, 2019 , the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution. (2) Options to purchase 329,080 shares of common stock remaining to be exercised under the 2013 plan were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. Warrants to purchase 1,185 shares of common stock remaining to be exercised, warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, options to purchase 220,000 shares of common stock that were granted in August 2015 and November 2015 remaining to be exercised, as discussed in Note 9, under the 2014 plan, 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, and options to purchase 5,000 and 15,000 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. For 2019, the quarterly and year to date period, which were 13 and 26 weeks, ended on June 30, 2019 , and for 2018, the quarterly and year to date period, which were 13 and 26 weeks, ended on July 1, 2018 . Fiscal year 2018 ended on Sunday, December 30, 2018 . |
Cash and Cash Equivalents and Accounts Payable | The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.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 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 one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. |
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 a debt discount and are also shown as a reduction of the associated 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, as there is not a readily determined fair value for these investments. 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 |
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 and Shipping and Handling | Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. In general for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. 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. Contract Balances The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted above in the Accounts Receivable section, 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 account balances are noted above in the Accounts Receivable section. Practical Expedients The Company elects the practical expedient to expense costs incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less . 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. |
Foreign Currency Adjustments and Foreign Currency Exchange | 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 translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations.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 June 30, 2019 , 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 2019 may increase or decrease. |
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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606. This ASU superseded most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and established 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. The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method in its first quarter of 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis. The Company did not record a cumulative adjustment related to the adoption of ASU 2014-09, and the effects of adoption were not significant. In January 2016, the FASB issued guidance, together with related, subsequently issued guidance, that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The guidance should be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption, except for equity securities without readily determinable fair values, to which the guidance should be applied prospectively. The Company adopted this guidance on January 1, 2018 and concluded this did not have a material effect on its consolidated financial statements. The Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment. In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 840. 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 believes the impact that the adoption of this guidance will have on its consolidated financial statements will be to materially increase assets and liabilities on the consolidated balance sheet, but it is not expected to materially impact the consolidated statements of operations. |
Fair Value Measurement | 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 swaps 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. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's net sales disaggregated by major sales channel for the 13 and 26 weeks ended June 30, 2019 : Unique Fabricating, Inc. Consolidated Thirteen Weeks Ended June 30, 2019 Twenty-Six Weeks Ended June 30, 2019 Net Sales Automotive $ 33,517,050 $ 67,531,987 HVAC, water heater, and appliances 3,504,000 7,258,000 Other 1,868,000 3,566,000 Total $ 38,889,050 $ 78,355,987 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: June 30, December 30, Raw materials $ 8,793,783 $ 9,562,962 Work in progress 652,430 547,729 Finished goods 5,775,238 6,174,816 Total inventory $ 15,221,451 $ 16,285,507 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment consists of the following: June 30, December 30, Depreciable Life – Years Land $ 1,663,153 $ 1,663,153 Buildings 6,898,455 6,898,455 23 – 40 Shop equipment 22,281,606 21,165,566 7 – 10 Leasehold improvements 1,141,576 1,130,507 3 – 10 Office equipment 1,671,924 1,650,626 3 – 7 Mobile equipment 204,575 282,805 3 Construction in progress 2,180,247 1,514,082 Total cost 36,041,536 34,305,194 Accumulated depreciation 10,560,890 9,227,449 Net property, plant, and equipment $ 25,480,646 $ 25,077,745 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets of the Company consist of the following at June 30, 2019 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years Customer contracts $ 26,523,065 $ 16,609,721 8.16 Trade names 4,673,044 1,586,746 16.43 Non-compete agreements 1,161,790 1,129,992 2.53 Unpatented technology $ 1,534,787 $ 971,331 5.00 Total $ 33,892,686 $ 20,297,790 Intangible assets of the Company consist of the following at December 30, 2018 : Gross Carrying Accumulated Weighted Average Customer contracts $ 26,523,065 $ 14,936,128 8.16 Trade names 4,673,044 1,452,276 16.43 Non-compete agreements 1,161,790 1,117,626 2.53 Unpatented technology 1,534,787 $ 818,273 5.00 Total $ 33,892,686 $ 18,324,303 |
Schedule of Future Amortization Expense | Estimated amortization expense is as follows for the remainder of the current fiscal year and future fiscal years are as follows: 2019 $ 1,971,777 2020 3,913,627 2021 2,455,712 2022 1,305,314 2023 978,787 Thereafter 2,969,679 Total $ 13,594,896 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long term debt consists of the following: June 30, December 30, New US Term Loan, payable to lenders in quarterly installments of $337,500 through September 30, 2020, $575,000 through September 30, 2021, and $812,500 through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.1885% per annum at June 30, 2019. At June 30, 2019, the balance of the New US Term Loan is presented net of a debt discount of $300,967 from costs paid to or on behalf of the lenders. $ 24,686,531 $ 25,664,582 CA Term Loan, payable to lenders in quarterly installments of $375,000 through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 6.1885% per annum at June 30, 2019. At June 30, 2019, the balance of the CA Term Loan is presented net of a debt discount of $131,735 from costs paid to or on behalf of the lenders. 10,743,264 $ 11,853,186 Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the Credit Agreement. Interest accrued monthly at an annual rate of 6.00%. The note payable was paid in full on February 6, 2019. — 500,000 Capital expenditure line payable to lenders in quarterly installments of 7.5% per annum of the outstanding principal balance commencing December 31, 2019 through September 30, 2020, 10% per annum through September 30, 2021, and 12.5% per annum through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.17813% per annum at June 30, 2019. 1,300,000 — Other debt — — Total debt excluding Revolver 36,729,795 38,017,768 Less current maturities 2,923,123 3,350,000 Long-term debt – Less current maturities $ 33,806,672 $ 34,667,768 |
Schedule of Maturities of Long-Term Debt | Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows: 2019 $ 712,500 2020 3,193,125 2021 4,175,625 2022 4,912,500 2023 40,124,883 Thereafter — Total 53,118,633 Discounts (432,702 ) Debt issuance costs (342,580 ) Total debt – Net $ 52,343,351 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liability | The table below summarizes the activity in the restructuring liability for the 26 weeks ended June 30, 2019 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 31, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 824,539 — 824,539 Payments made during the period 490,675 — 490,675 Accrual balance at June 30, 2019 333,864 — 333,864 July 1, 2018 . Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at January 1, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 238,128 742,256 980,384 Payments made during the period 163,439 705,873 869,312 Accrual balance at July 1, 2018 $ 74,689 $ 36,383 $ 111,072 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 the stock 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. June 11, 2019 September 15, 2017 April 29, 2016 November 20, 2015 August 17, 2015 Expected volatility 40.00 % 40.00 % 40.00 % 35.00 % 38.00 % Dividend yield — % 7.00 % 5.00 % 5.00 % 4.80 % Expected term (in years) 5 5 5 5 5 Risk-free rate 1.85 % 1.81 % 1.28 % 1.70 % 1.58 % 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 the stock of comparable companies. 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. September 15, 2017 April 29, 2016 January 1, 2014 July 17, 2013 Expected volatility 40.00 % 40.00 % 34.00 % 34.00 % Dividend yield 7.00 % 5.00 % — % — % Expected term (in years) 5 5 4 4 Risk-free rate 1.81 % 1.28 % 1.27 % 0.96 % |
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 December 30, 2018 563,680 $ 7.25 5.61 Granted 30,000 $ 2.93 10.00 Exercised — $ — 0 Forfeited or expired — $ — 0 Outstanding at June 30, 2019 593,680 $ 7.03 5.35 $ — Vested and exercisable at June 30, 2019 535,240 $ 5.23 6.64 $ — (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 June 30, 2019 and multiplying this result by the related number of options outstanding and exercisable at June 30, 2019 . The estimated fair value of the shares is based on the closing price of the stock of $2.71 as of June 30, 2019 . As of June 30, 2019 there is no intrinsic value as the exercise prices are greater than the estimated fair value. |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 : 2019 $ 986,417 2020 1,419,556 2021 577,375 2022 452,657 2023 65,973 Thereafter 698 Total $ 3,502,676 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 Thirteen Weeks Ended July 1, 2018 Twenty-Six Weeks Ended June 30, 2019 Twenty-Six Weeks Ended July 1, 2018 Basic earnings per share calculation: Net (loss) income $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Net (loss) income attributable to common stockholders $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Weighted average shares outstanding 9,779,147 9,768,159 9,779,147 9,767,180 Net (loss) income per share-basic $ (0.78 ) $ 0.18 $ (0.80 ) $ 0.33 Diluted earnings per share calculation: Net (loss) income $ (7,623,295 ) $ 1,751,009 $ (7,812,412 ) $ 3,262,898 Weighted average shares outstanding 9,779,147 9,768,159 9,779,147 9,767,180 Effect of dilutive securities: Stock options (1)(2) — 148,115 — 146,802 Warrants (1) — 725 — 706 Diluted weighted average shares outstanding 9,779,147 9,916,999 9,779,147 9,914,688 Net (loss) income per share-diluted $ (0.78 ) $ 0.18 $ (0.80 ) $ 0.33 (1) Due to a net loss for the 13 and 26 weeks ended June 30, 2019 , the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution. (2) Options to purchase 329,080 shares of common stock remaining to be exercised under the 2013 plan were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. Warrants to purchase 1,185 shares of common stock remaining to be exercised, warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, options to purchase 220,000 shares of common stock that were granted in August 2015 and November 2015 remaining to be exercised, as discussed in Note 9, under the 2014 plan, 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, and options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 and 2014 plan, were not included in the computation of diluted earnings per share in the 2018 period because the effect would have been anti-dilutive. |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)reporting_unitsegment | Jul. 01, 2018USD ($) | Dec. 30, 2018USD ($) | |
Concentration Risk [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Allowance for doubtful accounts receivable | $ 791,665 | $ 791,665 | $ 684,996 | ||
Number of reporting units for goodwill testing | reporting_unit | 1 | ||||
Impairment of goodwill | $ 6,760,397 | $ 0 | $ 6,760,397 | $ 0 | |
Key assumption discount rate | 12.50% | 12.50% | |||
EBITDA margin and terminal growth rate | 2.00% | 2.00% | |||
Debt issuance cost | $ 342,580 | $ 342,580 | 381,793 | ||
Unamortized discount | 432,702 | 432,702 | $ 482,232 | ||
Amortization of debt issuance costs | 44,372 | 35,536 | 88,743 | 71,072 | |
Dividend income | 0 | 0 | 0 | 0 | |
Investment impairment | 0 | 0 | $ 0 | 0 | |
Revenue timing of satisfaction | one year or less | ||||
Unrecognized tax benefits | 0 | 0 | $ 0 | 0 | |
Penalties or interest recorded | $ 0 | $ 0 | $ 0 | $ 0 | |
Customer concentration risk | Sales revenue, net | General Motors Company | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 17.00% | 13.00% | 18.00% | 13.00% | |
Customer concentration risk | Sales revenue, net | Fiat Chrysler Automobile | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 16.00% | 17.00% | 15.00% | 17.00% | |
Customer concentration risk | Sales revenue, net | Ford Motor Company | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 12.00% | 10.00% | 11.00% | 11.00% | |
Customer concentration risk | Direct Company Sales | General Motors Company | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 10.00% | 10.00% | |||
Customer concentration risk | Accounts receivable | General Motors Company | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 17.00% | 14.00% | |||
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring August 2019 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 41.00% | ||||
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring February 2020 | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 7.00% | ||||
Geographic concentration risk | Sales revenue, net | Mexico | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 17.00% | 16.00% | 18.00% | 16.00% | |
Geographic concentration risk | Sales revenue, net | Canada | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 10.00% | 10.00% | 10.00% | 10.00% | |
Geographic concentration risk | Sales revenue, net | Non-US Countries Excluding Mexico and Canada | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 1.00% | 2.00% | 1.00% | 2.00% | |
Geographic concentration risk | Production risk | Mexico | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 19.00% | 17.00% | 19.00% | 17.00% | |
Geographic concentration risk | Production risk | Canada | |||||
Concentration Risk [Line Items] | |||||
Concentration risk (percentage) | 8.00% | 10.00% | 7.00% | 10.00% | |
Accounts payable | |||||
Concentration Risk [Line Items] | |||||
Checks issued in excess of available cash | $ 2,245,872 | $ 2,245,872 | $ 1,802,712 | ||
Revolving credit facility | Senior Credit Facility | Line of credit | |||||
Concentration Risk [Line Items] | |||||
Debt issuance cost | $ 172,600 | 172,600 | |||
Loss on extinguishment of debt | $ 59,110 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 38,889,050 | $ 45,742,370 | $ 78,355,987 | $ 93,046,523 |
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 33,517,050 | 67,531,987 | ||
HVAC, water heater, and appliances | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 3,504,000 | 7,258,000 | ||
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,868,000 | $ 3,566,000 |
Business Combinations (Details)
Business Combinations (Details) - aquisition | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Business Combinations [Abstract] | ||||
Number of new acquisitions | 0 | 0 | 0 | 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2019 | Dec. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 8,793,783 | $ 9,562,962 |
Work in progress | 652,430 | 547,729 |
Finished goods | 5,775,238 | 6,174,816 |
Total inventory | $ 15,221,451 | $ 16,285,507 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | Jun. 30, 2019 | Dec. 30, 2018 |
Inventory [Line Items] | ||
Allowance for obsolete inventory | $ 395,744 | $ 557,066 |
Inventory – net | 15,221,451 | 16,285,507 |
Mexico | ||
Inventory [Line Items] | ||
Inventory – net | 3,609,407 | 3,340,748 |
Canada | ||
Inventory [Line Items] | ||
Inventory – net | $ 1,016,819 | $ 1,177,256 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 36,041,536 | $ 34,305,194 |
Accumulated depreciation | 10,560,890 | 9,227,449 |
Net property, plant, and equipment | 25,480,646 | 25,077,745 |
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 | $ 6,898,455 | 6,898,455 |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 23 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 40 years | |
Shop equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 22,281,606 | 21,165,566 |
Shop equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 7 years | |
Shop equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 10 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,141,576 | 1,130,507 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 10 years | |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,671,924 | 1,650,626 |
Office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 3 years | |
Office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable life, years | 7 years | |
Mobile equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 204,575 | 282,805 |
Depreciable life, years | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,180,247 | $ 1,514,082 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Dec. 30, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 721,417 | $ 621,030 | $ 1,430,794 | $ 1,224,990 | |
Property, plant, and equipment – net | 25,480,646 | 25,480,646 | $ 25,077,745 | ||
Mexico | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment – net | 3,318,649 | 3,318,649 | 3,209,973 | ||
Canada | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment – net | $ 594,682 | $ 594,682 | $ 656,183 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets By Major Class (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 33,892,686 | $ 33,892,686 |
Accumulated Amortization | $ 20,297,790 | 18,324,303 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 11 months 15 days | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,523,065 | 26,523,065 |
Accumulated Amortization | $ 16,609,721 | $ 14,936,128 |
Customer contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 1 month 28 days | 8 years 1 month 28 days |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,673,044 | $ 4,673,044 |
Accumulated Amortization | $ 1,586,746 | $ 1,452,276 |
Trade names | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 16 years 5 months 4 days | 16 years 5 months 4 days |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,161,790 | $ 1,161,790 |
Accumulated Amortization | $ 1,129,992 | $ 1,117,626 |
Non-compete agreements | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 2 years 6 months 10 days | 2 years 6 months 10 days |
Unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,534,787 | $ 1,534,787 |
Accumulated Amortization | $ 971,331 | $ 818,273 |
Unpatented technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 5 years | 5 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 981,052 | $ 1,030,414 | $ 1,973,487 | $ 2,060,828 |
Weighted Average | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average amortization period | 8 years 11 months 15 days |
Intangible Assets - Finite-Live
Intangible Assets - Finite-Lived Intangible Assets, Future Amortization Expense Schedule (Details) - USD ($) | Jun. 30, 2019 | Dec. 30, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 1,971,777 | |
2020 | 3,913,627 | |
2021 | 2,455,712 | |
2022 | 1,305,314 | |
2023 | 978,787 | |
Thereafter | 2,969,679 | |
Total | $ 13,594,896 | $ 15,568,383 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Nov. 08, 2018USD ($) | Apr. 29, 2016USD ($) | Jun. 30, 2019USD ($) | Jul. 16, 2019USD ($) | Mar. 31, 2019 | Dec. 30, 2018USD ($) | Nov. 01, 2018USD ($) | Sep. 20, 2018USD ($) | Aug. 18, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 36,729,795 | $ 38,017,768 | |||||||
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 | ||||||||
Credit agreement | Line of credit | Secured debt | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
Credit agreement | Line of credit | Secured debt | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
Credit agreement | Line of credit | Secured debt | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Credit agreement | Line of credit | Secured debt | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 4.25% | ||||||||
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 | $ 15,956,136 | ||||||||
New revolver | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 30,000,000 | $ 13,943,864 | $ 30,000,000 | $ 32,500,000 | |||||
Senior notes | 22,900,000 | ||||||||
Line of credit | $ 4,000,000 | ||||||||
Effective interest rate | 6.1885% | ||||||||
US Term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 17,000,000 | ||||||||
CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 15,000,000 | ||||||||
Outstanding principal amount | $ 10,743,264 | 11,853,186 | |||||||
Effective interest rate | 6.1885% | ||||||||
US Term Loan II | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 4,000,000 | ||||||||
Amended And Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, financial covenant, leverage ratio | 3.50 | ||||||||
New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 24,686,531 | 25,664,582 | |||||||
Effective interest rate | 6.1885% | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | $ 100,000 | ||||||||
US Borrower And CA Borrower | US Term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum increase to principal amount | $ 26,000,000 | ||||||||
US Borrower And CA Borrower | CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 12,000,000 | ||||||||
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Debt instrument, term to fund capital expenditures | 2 years | ||||||||
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||
US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 26,000,000 | ||||||||
US Borrower And CA Borrower | US Term Loan And Term Loan II | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | 15,900,000 | ||||||||
Debt Instrument, Periodic Payment, Installments Through November Eighth Twenty Nineteen | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line Of Credit For Capital Expenditures | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||
Debt Instrument, Periodic Payment, Installments Through November Eighth Twenty Twenty | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line Of Credit For Capital Expenditures | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||
Debt Instrument, Periodic Payment, Installments Through September Thirty One Two Thousand Twenty | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment | 337,500 | ||||||||
Debt Instrument, Periodic Payment, Installments Through September Thirty One Two Thousand Twenty One | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment | 575,000 | ||||||||
Debt Instrument, Periodic Payment, Installments Through Maturity | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment | $ 812,500 | ||||||||
Subsequent Event | Amended And Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, liquidity amount required, minimum | $ 5,000,000 | ||||||||
Debt instrument, total covenant, leverage ratio | 2 | ||||||||
Debt instrument, covenant, leverage ratio after DSCR | 1.10 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 30, 2018 | |
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 36,729,795 | $ 38,017,768 |
Less current maturities | 2,923,123 | 3,350,000 |
Long-term debt – Less current maturities | 33,806,672 | 34,667,768 |
Unamortized discount | 432,702 | 482,232 |
Unsecured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 0 | 500,000 |
Stated Interest rate | 6.00% | |
Other debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 0 | 0 |
Line Of Credit For Capital Expenditures | ||
Debt Instrument [Line Items] | ||
Line of Credit, Current | $ 1,300,000 | 0 |
Line of credit | Line Of Credit For Capital Expenditures | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 6.17813% | |
Line of credit | Line Of Credit For Capital Expenditures | Installments Through September 30, 2020 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 7.50% | |
Line of credit | Line Of Credit For Capital Expenditures | Installments Through September 30, 2021 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 10.00% | |
Line of credit | Line Of Credit For Capital Expenditures | Installments Through November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 12.50% | |
Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 24,686,531 | 25,664,582 |
Effective interest rate | 6.1885% | |
Unamortized discount | $ 300,967 | |
Line of credit | New US Term Loan | Secured debt | Installments Through September 30, 2020 | ||
Debt Instrument [Line Items] | ||
Principal payment | 337,500 | |
Line of credit | New US Term Loan | Secured debt | Installments Through September 30, 2021 | ||
Debt Instrument [Line Items] | ||
Principal payment | 575,000 | |
Line of credit | New US Term Loan | Secured debt | Installments Through November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Principal payment | 812,500 | |
Line of credit | CA term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 10,743,264 | $ 11,853,186 |
Effective interest rate | 6.1885% | |
Unamortized discount | $ 131,735 | |
Line of credit | CA term loan | Secured debt | Installments Through November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Principal payment | $ 375,000 |
Long-term Debt - Schedule of Re
Long-term Debt - Schedule of Repayment of Maturities (Details) - USD ($) | Jun. 30, 2019 | Dec. 30, 2018 |
Debt Disclosure [Abstract] | ||
2019 | $ 712,500 | |
2020 | 3,193,125 | |
2021 | 4,175,625 | |
2022 | 4,912,500 | |
2023 | 40,124,883 | |
Thereafter | 0 | |
Total | 53,118,633 | |
Discounts | (432,702) | $ (482,232) |
Debt issuance costs | (342,580) | |
Total debt – Net | $ 52,343,351 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | Nov. 30, 2018 | Oct. 02, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | |||||||
Fixed interest rate | 3.075% | 1.093% | 1.055% | ||||
Notional amount | $ 5,037,500 | $ 1,900,000 | $ 16,681,250 | ||||
Quarterly decrease in notional amount | $ 100,000 | 318,750 | |||||
Derivative fair value assets (liabilities) | $ (957,125) | $ 184,418 | $ (957,125) | $ 184,418 | |||
Interest expense | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Monthly settlement payments | $ 35,783 | $ 30,589 | $ 86,039 | $ 48,894 | |||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Nine Two Thousand Eighteen | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Quarterly decrease in notional amount | 425,000 | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Eight Two Thousand Nineteen | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | 17,540,625 | ||||||
Quarterly decrease in notional amount | $ 531,250 | ||||||
Quarterly increase in notional amount | 378,125 | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Until September Thirty Two Thousand Twenty | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Notional amount | 17,475,000 | ||||||
Quarterly decrease in notional amount | 153,125 | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Until December Thirty First Twenty Twenty One | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Quarterly decrease in notional amount | 431,250 | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Until November Eighth Twenty Twenty Three | |||||||
Derivatives, Fair Value [Line Items] | |||||||
Quarterly decrease in notional amount | $ 609,375 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) | Oct. 18, 2018USD ($) | Feb. 01, 2018employee | Sep. 30, 2019employee | Jul. 31, 2018employee | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Dec. 30, 2018USD ($) |
Restructuring Cost and Reserve [Line Items] | |||||||||
Property, plant, and equipment – net | $ 25,480,646 | $ 25,480,646 | $ 25,077,745 | ||||||
Proceeds from sale of property and equipment | 41,048 | $ 11,850 | |||||||
Manufacturing Facility | Fort Smith, Arkansas | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Property, plant, and equipment – net | $ 733,059 | ||||||||
Proceeds from sale of property and equipment | 876,032 | ||||||||
Gain on sale of property, plant, and equipment | $ 142,973 | ||||||||
Salaried Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs incurred | 579,972 | 579,972 | |||||||
Evansville Restructuring | One-time Termination Benefits | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and related cost expected cost | 309,000 | 309,000 | |||||||
Evansville Restructuring | Contract Termination | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and related cost expected cost | 1,200,000 | 1,200,000 | |||||||
Evansville Restructuring | Other Exit Costs Liability | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and related cost expected cost | 1,325,000 | 1,325,000 | |||||||
Salaried Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Severance costs | $ 154,022 | $ 244,567 | |||||||
Fort Smith Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of positions eliminated | employee | 20 | ||||||||
Fort Smith Restructuring | One-time Termination Benefits | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs incurred | $ (58,933) | 173,359 | |||||||
Fort Smith Restructuring | Other Exit Costs Liability | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs incurred | 423,705 | 444,358 | |||||||
Port Huron Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of positions eliminated | employee | 7 | ||||||||
Port Huron Restructuring | One-time Termination Benefits | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs incurred | (17,125) | 64,768 | |||||||
Port Huron Restructuring | Other Exit Costs Liability | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs incurred | $ 190,470 | $ 297,899 | |||||||
Forecast | Evansville Restructuring | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of expected position eliminations | employee | 53 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning accrual balance | $ 0 | $ 0 | ||
Provision for estimated expenses incurred during the year | $ 733,995 | $ 538,117 | 824,539 | 980,384 |
Payments made during the period | 490,675 | 869,312 | ||
Ending accrual balance | 333,864 | 111,072 | 333,864 | 111,072 |
Employee Termination Benefits Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning accrual balance | 0 | 0 | ||
Provision for estimated expenses incurred during the year | 824,539 | 238,128 | ||
Payments made during the period | 490,675 | 163,439 | ||
Ending accrual balance | 333,864 | 74,689 | 333,864 | 74,689 |
Other Exit Costs Liability | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning accrual balance | 0 | 0 | ||
Provision for estimated expenses incurred during the year | 0 | 742,256 | ||
Payments made during the period | 0 | 705,873 | ||
Ending accrual balance | $ 0 | $ 36,383 | $ 0 | $ 36,383 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Details) | Jun. 11, 2019member$ / sharesshares | Sep. 15, 2017$ / sharesshares | Apr. 29, 2016$ / sharesshares | Nov. 20, 2015$ / sharesshares | Aug. 17, 2015$ / sharesshares | Jan. 01, 2014$ / sharesshares | Jul. 17, 2013$ / sharesshares | Jun. 30, 2019USD ($)award_grant | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)award_grant | Jul. 01, 2018USD ($) | Jun. 30, 2016shares | Jan. 04, 2015shares | Dec. 29, 2013shares |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Number of grants of awards | award_grant | 4 | 4 | ||||||||||||
Tax benefit from share based compensation expense | $ | $ 14,573 | $ 8,919 | $ 24,325 | $ 15,700 | ||||||||||
Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Unrecognized compensation cost | $ | 67,958 | $ 67,958 | ||||||||||||
Compensation cost, weighted average period (in years) | 8 months 1 day | |||||||||||||
Selling, General and Administrative Expenses | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Allocated share-based compensation expense | $ | $ 65,681 | $ 32,681 | $ 98,362 | $ 65,940 | ||||||||||
The 2013 Stock Incentive Plan | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Number of shares reserved for future issuance (in shares) | 495,000 | |||||||||||||
Granted (in shares) | 5,000 | 7,200 | 120,000 | 375,000 | ||||||||||
Granted (in dollars per share) | $ / shares | $ 7.65 | $ 12.58 | $ 3.33 | $ 3.33 | ||||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.41 | $ 2.80 | $ 0.35 | $ 0.23 | ||||||||||
The 2013 Stock Incentive Plan | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Number of shares available for grant (in shares) | 495,000 | |||||||||||||
Expiration period | 10 years | |||||||||||||
The 2013 Stock Incentive Plan | Award vesting on grant date | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, first anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, second anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, third anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
The 2013 Stock Incentive Plan | Award vesting, fourth anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
2014 Omnibus Performance Award Plan | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Granted (in shares) | 30,000 | 15,000 | 5,000 | 15,000 | 230,000 | |||||||||
Number of board members | member | 1 | |||||||||||||
Granted (in dollars per share) | $ / shares | $ 2.93 | $ 7.65 | $ 12.58 | $ 11.50 | $ 12.50 | |||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.10 | $ 1.41 | $ 2.80 | $ 2.23 | $ 2.72 | |||||||||
Number of shares authorized (in shares) | 450,000 | 250,000 | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting on grant date | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, first anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, second anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, third anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, fourth anniversary | Employee Stock Option | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Director | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Granted (in shares) | 45,000 | |||||||||||||
2014 Omnibus Performance Award Plan | Employee | ||||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||||
Granted (in shares) | 185,000 |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option | Jun. 11, 2019 | Sep. 15, 2017 | 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% | 40.00% | 34.00% | 34.00% | |||
Dividend yield | 7.00% | 5.00% | 0.00% | 0.00% | |||
Expected term (in years) | 5 years | 5 years | 4 years | 4 years | |||
Risk-free rate | 1.81% | 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% | 40.00% | 40.00% | 35.00% | 38.00% | ||
Dividend yield | 0.00% | 7.00% | 5.00% | 5.00% | 4.80% | ||
Expected term (in years) | 5 years | 5 years | 5 years | 5 years | 5 years | ||
Risk-free rate | 1.85% | 1.81% | 1.28% | 1.70% | 1.58% |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Options and Stock Awards (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 30, 2018 | |
Aggregate Intrinsic Value | ||
Share price (in dollars per share) | $ 2.71 | |
The Plan and the 2014 Plan | ||
Number of Shares | ||
Outstanding at beginning of period (in shares) | 563,680 | |
Granted (in shares) | 30,000 | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 593,680 | 563,680 |
Vested and exercisable (in shares) | 535,240 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 7.25 | |
Granted (in dollars per share) | 2.93 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Outstanding at end of period (in dollars per share) | 7.03 | $ 7.25 |
Vested and exercisable (in dollars per share) | $ 5.23 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding weighted average remaining contractual term | 5 years 4 months 6 days | 5 years 7 months 9 days |
Granted | 10 years | |
Exercised | 0 years | |
Forfeited or expired | 0 years | |
Vested and exercisable | 6 years 7 months 20 days | |
Aggregate Intrinsic Value | ||
Outstanding at June 30, 2019 | $ 0 | |
Vested and exercisable at June 30, 2019 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense | $ (389,056) | $ 632,377 | $ (345,592) | $ 1,019,593 |
Actual effective rate | 4.90% | 26.50% | 4.20% | 23.80% |
Statutory rate | 21.00% | 21.00% |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jul. 01, 2018USD ($) | Jun. 30, 2019USD ($)lease | Jul. 01, 2018USD ($) | |
Leases [Abstract] | ||||
Number of leases providing for escalating rents | lease | 5 | |||
Operating lease, total rent expense | $ | $ 500,920 | $ 665,269 | $ 986,417 | $ 1,334,451 |
Operating Leases - Schedule of
Operating Leases - Schedule of Future Minimum Lease Payments (Details) | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 986,417 |
2020 | 1,419,556 |
2021 | 577,375 |
2022 | 452,657 |
2023 | 65,973 |
Thereafter | 698 |
Total | $ 3,502,676 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer matching contribution, percent of employees gross pay | 300.00% | |||
Employer contribution amount | $ 122,921 | $ 132,363 | $ 252,408 | $ 259,882 |
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% | |||
UNITED STATES | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution amount | 194 | $ 0 | 1,502 | |
Canada | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contribution amount | $ 13,184 | $ 12,707 | $ 29,702 | $ 28,365 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 11, 2019 | Sep. 15, 2017 | Apr. 29, 2016 | Nov. 20, 2015 | Aug. 17, 2015 | Mar. 18, 2013 | Jun. 30, 2019 | Jul. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 |
Affiliated Entity | Management Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual management fees | $ 300,000 | |||||||||
Expenses from management contract | $ 56,250 | $ 56,250 | $ 112,500 | $ 112,500 | ||||||
Management agreement, term | 5 years | |||||||||
Additional renewal period term | 1 year | |||||||||
Equity ownership needed to terminate agreement | 50.00% | |||||||||
Affiliated Entity | 6th Avenue Group Services | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from management contract | $ 75,819 | $ 75,819 | ||||||||
2014 Omnibus Performance Award Plan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Granted (in shares) | 30,000 | 15,000 | 5,000 | 15,000 | 230,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jul. 01, 2018 | Apr. 01, 2018 | Jun. 30, 2019 | Jul. 01, 2018 | |
Basic earnings per share calculation: | ||||||
Net (loss) income | $ (7,623,295) | $ (189,117) | $ 1,751,009 | $ 1,511,889 | $ (7,812,412) | $ 3,262,898 |
Net (loss) income attributable to common stockholders | $ (7,623,295) | $ 1,751,009 | $ (7,812,412) | $ 3,262,898 | ||
Weighted average shares outstanding (in shares) | 9,779,147 | 9,768,159 | 9,779,147 | 9,767,180 | ||
Net (loss) income per share-basic (in dollars per share) | $ (0.78) | $ 0.18 | $ (0.80) | $ 0.33 | ||
Effect of dilutive securities: | ||||||
Stock options (in shares) | 0 | 148,115 | 0 | 146,802 | ||
Warrants (in shares) | 0 | 725 | 0 | 706 | ||
Diluted weighted average shares outstanding (in shares) | 9,779,147 | 9,916,999 | 9,779,147 | 9,914,688 | ||
Net (loss) income per share-diluted (in dollars per share) | $ (0.78) | $ 0.18 | $ (0.80) | $ 0.33 | ||
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) | 220,000 | |||||
The 2013 Stock Incentive Plan | April 2016 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of EPS (in shares) | 7,200 | |||||
The 2013 Stock Incentive Plan | September 2017 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of EPS (in shares) | 5,000 | |||||
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 | |||||
2014 Omnibus Performance Award Plan | September 2017 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of EPS (in shares) | 15,000 | |||||
Employee Stock Option | The 2013 Stock Incentive Plan | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities considered in the computation of earnings per share (in shares) | 329,080 | |||||
Warrant | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Securities considered in the computation of earnings per share (in shares) | 1,185 | |||||
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 |