Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2019 | Mar. 01, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 29, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-37480 | ||
Entity Registrant Name | UNIQUE FABRICATING, INC. | ||
Entity Central Index Key | 0001617669 | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --12-29 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26.5 | ||
Entity Common Stock, Shares Outstanding | 9,779,147 | ||
Amendment Description | This amendment No. 2 to Form 10-K (“Amendment”) amends the Annual Report on Form 10-K of Unique Fabricating, Inc. (the “Company”) for the year ended December 29, 2019, originally filed with the Securities and Exchange Commission on March 27, 2020 “Original Filing”). This Amendment is being filed to include executed signature pages for the Original Filing as well as exhibits 23.1, 31.1, 31.2 and 32.1 each dated the date hereof. No other changes have been made to the Original Filing. | ||
Trading Symbol | UFAB | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 29, 2019 | Dec. 30, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 650 | $ 1,410 |
Accounts receivable – net | 24,701 | 30,831 |
Inventory – net | 13,047 | 16,286 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other | 2,108 | 2,511 |
Refundable taxes | 1,049 | 983 |
Assets held for sale | 1,003 | 0 |
Total current assets | 42,558 | 52,021 |
Property, Plant, and Equipment – Net | 23,415 | 25,078 |
Goodwill | 22,111 | 28,871 |
Intangible Assets | 11,625 | 15,568 |
Other assets | ||
Investments – at cost | 1,054 | 1,054 |
Deposits and other assets | 226 | 199 |
Deferred tax asset | 679 | 496 |
Total assets | 101,668 | 123,287 |
Current Liabilities | ||
Accounts payable | 9,324 | 11,465 |
Current maturities of long-term debt | 2,847 | 3,350 |
Income taxes payable | 0 | 41 |
Accrued compensation | 1,225 | 2,848 |
Other accrued liabilities | 1,979 | 1,432 |
Total current liabilities | 15,375 | 19,136 |
Long-term debt – net of current portion | 33,220 | 34,668 |
Line of credit - net | 11,418 | 17,905 |
Other long-term liabilities | 871 | 2,295 |
Deferred tax liability | 1,324 | 395 |
Total liabilities | 62,208 | 74,399 |
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 December 29, 2019 and December 30, 2018, respectively | 10 | 10 |
Additional paid-in-capital | 46,011 | 45,881 |
Retained earnings (accumulated deficit) | (6,561) | 2,997 |
Total stockholders’ equity | 39,460 | 48,888 |
Total liabilities and stockholders’ equity | $ 101,668 | $ 123,287 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 29, 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 - USD ($) | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 152,489,000 | $ 174,910,000 | $ 175,288,000 |
Cost of sales | 120,981,000 | 135,575,000 | 135,234,000 |
Gross profit | 31,508,000 | 39,335,000 | 40,054,000 |
Selling, general, and administrative expenses | 26,751,000 | 29,781,000 | 29,767,000 |
Impairment of goodwill | 6,760,000 | 0 | 0 |
Restructuring expenses | 2,752,000 | 1,156,000 | 0 |
Operating (loss) income | (4,755,000) | 8,398,000 | 10,287,000 |
Non-operating Income (Expense) | |||
Other income (expense) | 11,000 | (59,000) | 79,000 |
Interest expense | (4,287,000) | (3,778,000) | (2,746,000) |
Total non-operating expense | (4,276,000) | (3,837,000) | (2,667,000) |
(Loss) income – before income taxes | (9,031,000) | 4,561,000 | 7,620,000 |
Income tax expense | 37,000 | 862,000 | 1,133,000 |
Net (loss) income | $ (9,068,000) | $ 3,699,000 | $ 6,487,000 |
Net (loss) income per share | |||
Basic (in dollars per share) | $ (0.93) | $ 0.38 | $ 0.67 |
Diluted (in dollars per share) | (0.93) | 0.37 | 0.66 |
Cash dividends per share (in dollars per share) | $ 0.05 | $ 0.60 | $ 0.60 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Beginning balance (in shares) at Jan. 01, 2017 | 9,719,772 | |||
Beginning balance at Jan. 01, 2017 | $ 50,059 | $ 10 | $ 45,525 | $ 4,524 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 6,487 | 6,487 | ||
Stock option expense | $ 150 | 150 | ||
Exercise of warrants and options for common stock (in shares) | 37,791 | |||
Exercise of warrants and options for common stock | $ 37 | 0 | 37 | |
Cash dividends paid | $ (5,851) | (5,851) | ||
Ending balance (in shares) at Dec. 31, 2017 | 9,757,563 | |||
Ending balance at Dec. 31, 2017 | $ 50,882 | 10 | 45,712 | 5,160 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 3,699 | 3,699 | ||
Stock option expense | $ 131 | 131 | ||
Exercise of warrants and options for common stock (in shares) | 21,584 | |||
Exercise of warrants and options for common stock | $ 38 | 0 | 38 | |
Cash dividends paid | $ (5,862) | (5,862) | ||
Ending balance (in shares) at Dec. 30, 2018 | 9,779,147 | |||
Ending balance at Dec. 30, 2018 | $ 48,888 | 10 | 45,881 | 2,997 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | (9,068) | (9,068) | ||
Stock option expense | 130 | 130 | ||
Cash dividends paid | $ (490) | (490) | ||
Ending balance (in shares) at Dec. 29, 2019 | 9,779,147 | |||
Ending balance at Dec. 29, 2019 | $ 39,460 | $ 10 | $ 46,011 | $ (6,561) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities | |||
Net (loss) income | $ (9,068,000) | $ 3,699,000 | $ 6,487,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Impairment of goodwill | 6,760,000 | 0 | 0 |
Inventory adjustment | 1,742,000 | 0 | 0 |
Depreciation and amortization | 6,863,000 | 6,630,000 | 6,320,000 |
Amortization of debt issuance costs | 177,000 | 147,000 | 149,000 |
Loss (gain) on sale of assets | 68,000 | (138,000) | 63,000 |
Loss on extinguishment of debt | 0 | 59,000 | 0 |
Bad debt adjustment | 243,000 | 13,000 | 128,000 |
Loss (gain) on derivative instruments | 578,000 | 452,000 | (228,000) |
Stock option expense | 130,000 | 131,000 | 150,000 |
Deferred income taxes | (1,132,000) | (291,000) | (1,553,000) |
Changes in operating assets and liabilities that provided (used) cash: | |||
Accounts receivable | 5,888,000 | (3,641,000) | (444,000) |
Inventory | 2,584,000 | 45,000 | 402,000 |
Prepaid expenses and other assets | (570,000) | 1,212,000 | (1,766,000) |
Accounts payable | (1,104,000) | 1,008,000 | (1,706,000) |
Accrued and other liabilities | (1,138,000) | 104,000 | (194,000) |
Net cash provided by operating activities | 12,021,000 | 9,430,000 | 7,808,000 |
Cash Flows from Investing Activities | |||
Purchases of property and equipment | (2,759,000) | (5,393,000) | (4,140,000) |
Proceeds from sale of property and equipment | 119,000 | 904,000 | 52,000 |
Net cash used in investing activities | (2,640,000) | (4,489,000) | (4,088,000) |
Cash Flows from Financing Activities | |||
Net change in bank overdraft | (1,036,000) | (1,251,000) | (38,000) |
Proceeds from debt | 1,300,000 | 10,132,000 | 0 |
Payments on term loans | (3,350,000) | (2,963,000) | (3,375,000) |
(Repayments on) proceeds from revolving credit facilities, net | (6,565,000) | (4,422,000) | |
(Repayments on) proceeds from revolving credit facilities, net | 6,231,000 | ||
Debt issuance costs | 0 | (634,000) | 0 |
Proceeds from exercise of stock options and warrants | 0 | 38,000 | 37,000 |
Distribution of cash dividends | (490,000) | (5,862,000) | (5,850,000) |
Net cash used in financing activities | (10,141,000) | (4,962,000) | (2,995,000) |
Net (Decrease) increase in Cash and Cash Equivalents | (760,000) | (21,000) | 725,000 |
Cash and Cash Equivalents – Beginning of period | 1,410,000 | 1,431,000 | 706,000 |
Cash and Cash Equivalents – End of period | 650,000 | 1,410,000 | 1,431,000 |
Supplemental Disclosure of Cash Flow Information – Cash paid for | |||
Interest | 4,104,000 | 3,575,000 | 2,567,000 |
Income taxes | $ 438,000 | $ 1,339,000 | $ 2,232,000 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 29, 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 reporting 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, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Principles of Consolidation —The consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All inter-company transactions and balances have been eliminated upon consolidation. Fiscal Years — The Company’s year-end periods end on the Sunday closest to the end of the calendar year-end period. The 52-week fiscal year periods for 2019, 2018, and 2017 ended on December 29, 2019 , December 30, 2018 , and December 31, 2017 , respectively. 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 collection in full of 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 $0.9 million and $0.7 million at December 29, 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. The allowance for inventory valuation was $1.0 million and $0.6 million at December 29, 2019 and December 30, 2018 respectively. 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 evident, and all originally assigned useful lives remained appropriate during the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , 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 principally 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. 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 annually to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that no impairment indicators were evident, and all originally assigned useful lives remained appropriate during the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , respectively. Goodwill — Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable net 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 and operating unit 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. There was a $6.8 million impairment charges recognized during the 52 weeks ended December 29, 2019 and $0 in December 30, 2018 , and December 31, 2017 , respectively. The Company performed the annual quantitative assessment as of December 29, 2019, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by approximately 40.0% . Key assumptions used in the analysis were a discount rate of 14.0% , EBITDA margin of 11% in 2020 and 12% thereafter 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 debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight lines 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 December 29, 2019 and December 30, 2018 , debt issuance costs were $0.3 million and $0.4 million, respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $0.4 million and $0.5 million, respectively. On November 8, 2018, the Company amended its current Credit Agreement (the “Amended and Restated Credit Agreement”), which increased its term loan debt and is further described in Note 6. The Company reviewed this amendment for extinguishment accounting and concluded that there were no remaining debt issuance costs not amortized on the old 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 the remaining unamortized debt issuance costs on the old term loans did not meet extinguishment accounting and therefore were carried forward to the new revolving debt facility and term loans. Amortization expense has been recognized as a component of interest expense which includes both debt issuance costs and debt discounts in the amounts of $0.2 million for the 52 weeks ended December 29, 2019 , $0.1 million for the 52 weeks ended December 30, 2018 , and $0.1 million for the 52 weeks ended December 31, 2017 , respectively. Investments — FASB 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 Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No impairment loss was recognized for the 52 weeks ended December 29, 2019, December 30, 2018, and December 31, 2017, respectively. 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. Dividend income of less than $0.1 million, $0.1 million and $0 was recognized for the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , respectively. No impairment loss was recognized for the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , 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 $0.8 million and $1.8 million of checks issued in excess of available cash balances at December 29, 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 52 weeks ended December 29, 2019 and December 30, 2018: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Net Sales Automotive $ 131,589 $ 147,010 $ 148,588 HVAC, water heater, and appliances 13,600 19,500 19,200 Other 7,300 8,400 7,500 Total $ 152,489 $ 174,910 $ 175,288 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 cost 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 benefit 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 remains open. The Company had no unrecognized tax benefits as of December 29, 2019 , December 30, 2018 , and December 31, 2017 . There were no penalties or interest recorded during the 52 weeks ended December 29, 2019 , December 30, 2018 , or December 31, 2017 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 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , the Company’s 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 15 percent, respectively, during the 52 weeks ended December 29, 2019 ; 15 , 16 , and 11 percent, respectively, during the 52 weeks ended December 30, 2018 ; and 14 , 13 , and 11 percent, respectively, during the 52 weeks ended December 31, 2017 . No Tier 1 suppliers represented more than 10 percent of direct Company sales for any period noted above. GM accounted for 8 and 14 percent of direct accounts receivable as of December 29, 2019 and December 30, 2018 , respectively. Labor Markets — At December 29, 2019 , 65% of our employees are working in the United States, 30% are working in Mexico, and 5% are working in Canada. 22% of the United States hourly work force is covered under collective bargaining agreements that expire in August of 2022 and February of 2023. Foreign Currency Exchange — The expression of assets and liabilities in a currency other than the 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 December 29, 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 are 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 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , 18 , 17 , and 15 percent, respectively, of the Company’s production occurred in Mexico. During the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , 8 , 10 , and 9 percent, respectively, of the Company's production occurred in Canada. Sales derived from customers located in Mexico, Canada, and other foreign countries were 21 , 10 , and 0 percent, respectively during the 52 weeks ended December 29, 2019 , 17 , 10 , and 2 percent, respectively, during the 52 weeks ended December 30, 2018 , and 15 , 10 , and 1 percent, respectively during the 52 weeks ended December 31, 2017 , of the Company’s total sales. Derivative financial instruments — All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. See Note 7 for further information regarding the Company's derivative instrument makeup. Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements — In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . This ASU supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer implementation of ASU 2014-09 by one year. The guidance is now currently effective for fiscal years beginning after December 15, 2018 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. The ASU allows for early adoption for fiscal years beginning after December 15, 2016, however, 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. To assess the impact of the new standard, the Company analyzed the standard's impact on customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from application of the new standard's requirements. The Company reviewed material contracts and related agreements with customers and confirmed that the performance obligations do not change under ASC No. 606. In addition, the Company considered all relevant commercial variables to identify transaction consideration and has concluded there is not a material change in the determination of transaction pricing. Therefore, the Company has concluded that the adoption of the new revenue standards did not have a material impact on its consolidated financial statements as the method for recognizing revenue subsequent to the implementation of ASC No. 606 did not vary significantly from the revenue recognition practices under previous GAAP. 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 the 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 (Topic 842 ), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use (“ROU”) 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. The ASU is effective for the Company as of January 1, 2020. Therefore, the company plans to implement this standard using the modified retrospective approach and, as such, recognize the effects of applying the new standard as a cumulative-effect adjustment to retained earnings as of January 1, 2019. The Company has identified our existing leases contracts and is in the process of completing the calculations of the ROU assets and related lease liability. The Company plans to elect the practical expedients upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company will not reassess whether any contracts entered prior to adoption are leases. The Company plans to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. The Company also expects to elect the short-term lease recognition exemption for all leases that qualify, which means the Company will not recognize ROU assets or lease liabilities for short-term leases. Based on the Company's lease portfolio, the company currently anticipates recognizing a ROU asset and related lease liability on its balance sheet between $10 million and $13 million , with an immaterial impact on its income statement compared to the current lease accounting model. In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, accounting guidance which removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual or interim reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted the provisions related to this ASU during fiscal year 2017 and the impact was not material in the year of adoption. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The guidance eliminates, adds and modifies certain disclosure requirements. This new guidance is effective for fiscal years beginning after December 15, 2019 for public companies. Early adoption is permitted for either the entire standard or provisions that eliminate or modify requirements. Adoption of the standard will not impact our financial condition, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 29, 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 52 weeks ended December 29, 2019 and December 30, 2018 . |
Inventory
Inventory | 12 Months Ended |
Dec. 29, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following: December 29, December 30, (In thousands) Raw materials $ 7,963 $ 9,563 Work in progress 129 548 Finished goods 4,955 6,175 Total inventory $ 13,047 $ 16,286 During the third quarter of 2019, the Company increased the inventory allowance by $1.7 million which is included in cost of sales in the condensed consolidated statement of operations. This was due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. The allowance for inventory valuation was $1.0 million and $0.6 million at December 29, 2019 and December 30, 2018 respectively. Included in inventory are assets located in Mexico with a carrying amount of $3.6 million at December 29, 2019 and $3.3 million at December 30, 2018 , and assets located in Canada with a carrying amount of $1.0 million at December 29, 2019 and $1.2 million at December 30, 2018 . |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 29, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment consists of the following: December 29, December 30, Depreciable Life – Years (In thousands) Land $ 1,663 $ 1,663 Buildings 5,934 6,898 23 – 40 Shop equipment 22,982 21,166 7 – 10 Leasehold improvements 1,234 1,130 3 – 10 Office equipment 1,866 1,651 3 – 7 Mobile equipment 190 283 3 Construction in progress 1,543 1,514 Total cost 35,412 34,305 Accumulated depreciation 11,997 9,227 Net property, plant, and equipment $ 23,415 $ 25,078 Depreciation expense was $2.9 million for the 52 weeks ended December 29, 2019 , $2.6 million for the 52 weeks ended December 30, 2018 , and $2.2 million for the 52 weeks ended December 31, 2017 . Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $4.1 million and $3.2 million at December 29, 2019 and December 30, 2018 , respectively, and assets located in Canada with a carrying amount of $0.6 million and $0.7 million at December 29, 2019 and December 30, 2018 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 29, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets of the Company consist of the following at December 29, 2019 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years (In thousands) Customer contracts $ 26,523 $ 18,304 8.16 Trade names 4,673 1,698 16.43 Non-compete agreements 1,162 1,142 2.53 Unpatented technology 1,535 1,124 5.00 Total $ 33,893 $ 22,268 Intangible assets of the Company consist of the following at December 30, 2018 : Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,523 $ 14,936 8.16 Trade names 4,673 1,452 16.43 Non-compete agreements 1,162 1,118 2.53 Unpatented technology 1,535 818 5.00 Total $ 33,893 $ 18,324 The weighted average amortization period for all intangible assets is 8.96 years . Amortization expense for intangible assets totaled $3.9 million for the 52 weeks ended December 29, 2019 , $4.1 million for the 52 weeks ended December 30, 2018 , and $4.1 million for the 52 weeks ended December 31, 2017 . Estimated amortization expense is as follows (In thousands): 2020 $ 3,914 2021 2,456 2022 1,305 2023 979 2024 759 Thereafter 2,212 Total $ 11,625 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 29, 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 syndication 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 syndication 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 March 26, 2018, the US Borrower and the CA Borrower entered into the Third Amendment (the “Amendment”) to the Credit Agreement, with Citizens acting as syndication agent, and other lenders. The Amendment added a fifth tier of interest rates for total leverage ratios greater than or equal to 3.00 to 1.00. The Credit Agreement only provided three tiers of interest rates based on a total leverage ratio with the greatest tier being for greater than or equal to 2.50 to 1.00. Under the Amendment, all loans under the Credit Agreement now 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 percent to 2.75 percent per annum in the case of the Base Rate and 2.75 percent to 3.75 percent per annum in the case of the LIBOR rate, in each case, based on a senior leverage ratio threshold, measured quarterly. The Amendment also amended the financial covenant related to the total leverage ratio (the ratio of Total Debt as of the date of determination to Consolidated EBITDA for the twelve month period ended as of the date of determination), which previously could not exceed a ratio of 3.00 to 1.00. The Amendment provides that the total leverage ratio may not exceed 3.50 to 1.00 for the fiscal quarter ended March 31, 2018, 3.25 to 1.00 for the fiscal quarters ended June 30, 2018 and September 30, 2018, and 3.00 to 1.00 for the fiscal quarter ended December 31, 2018 and all fiscal quarters thereafter. 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 the 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 made less restrictive 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, with Citizens acting as Administrative Agent, and the other lenders. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its then current 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 may be borrowed under the Revolver reverted to $30.0 million and was replaced by the Amended and Restated Credit Agreement outlined 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. The Amended and Restated Credit Agreement is a five -year agreement, which, among other things increases the principal amount of US Term Loan borrowings to $26.0 million , creates a two year line of credit to fund capital expenditures and extends 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 outstanding principal balance on the CA Term Loan, approximately $12.0 million , the same as it was on 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 increases the aggregate principal amount to $26.0 million dollars from $15.9 million , in total, for 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. The Amended and Restated Credit Agreement also adds a two -year $5.0 million -dollar line of credit dedicated to Capital Expenditures. 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 percent to 2.75 percent per annum in the case of the Base Rate and 2.75 percent to 3.75 percent per annum in the case of the LIBOR rate, in each case, based on a senior leverage ratio threshold, measured quarterly. 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. 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 a debt service coverage ratio, as defined in the Amended and Restated Credit Agreement. Additionally, the New US Term Loan and CA Term Loan contains a clause, effective December 29, 2019, that requires an excess cash flow payment to be made to the lenders to reduce the New US Term Loan or the CA Term Loan if the Company’s cash flow exceeds certain thresholds as defined by the Amended and Restated Credit Agreement. 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 or 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) or 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 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 covenants, before and after giving effect to the distributions. On August 7, 2019, the Company entered into the Fifth Amendment to the Credit Agreement and Loan Documents (The "Fifth Amendment"). The Fifth Amendment amended the definition of unadjusted consolidated EBITDA to include consolidated net income plus the sum of interest expense, tax expense, depreciation and amortization expense, and non-cash impairment charges of goodwill. The Company is compliant with the covenants set forth in the Waiver and Amendments as of December 29, 2019. As of December 29, 2019 , $11.7 million was outstanding under the New Revolver. This amount is gross of debt issuance costs which are further described in Note 1. The New Revolver had an effective interest rate of 6.0120 percent per annum at December 29, 2019 and is secured by substantially all the Company’s assets. At December 29, 2019 , the maximum additional available borrowings under the New Revolver were $11.3 million , which includes a reduction for a $0.1 million letter of credit issued for the benefit of the landlord of one of the Company’s leased facilities. The maximum amount available was further subject to borrowing base restrictions, resulting in a net availability of $6.8 million . Long term debt consists of the following: December 29, December 30, (In thousands) 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 6.031% and 6.2699% per annum at December 29, 2019 and December 30, 2018, respectively. At December 29, 2019 the balance of the New US Term Loan is presented net of a debt discount of $266,517 from costs paid to or on behalf of the lenders. $ 24,383 $ 25,665 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 6.031% and 6.2699% per annum at December 29, 2019 and December 30, 2018, respectively. At December 29, 2019, the balance of the CA Term Loan is presented net of a debt discount of $115,866 from costs paid to or on behalf of the lenders. 10,384 11,853 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 6.094% per annum at December 29, 2019. 1,300 — Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the New Credit Agreement. Interest accrues monthly at an annual rate of 6.00%. The note payable is due in full on February 6, 2019. — 500 Total debt excluding revolver 36,067 38,018 Less current maturities 2,847 3,350 Long-term debt – net of current portion $ 33,220 $ 34,668 The Company did not pay a dividend subsequent to the new amendments. 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 (In thousands): 2020 $ 3,193 2021 4,176 2022 4,912 2023 35,890 2024 — Thereafter — Total 48,171 Discounts (383 ) Debt issuance costs (303 ) Total debt – Net $ 47,485 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 29, 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 interest rate swaps, 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 swaps are recognized in the accompanying consolidated balance sheets at their fair value. Monthly settlement payments due on the interest rate swaps and changes in their fair value are recognized currently in net income as interest expense in the consolidated statements of operations. Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into a new interest rate swap which requires the Company to pay a fixed rate of 1.055 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 $16.7 million which decreased by $0.3 million each quarter until June 30, 2017, decreased by $0.4 million each quarter until June 29, 2018, when it began decreasing by $0.5 million 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 that requires the Company to pay a fixed rate of 1.093 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 $1.9 million which decreases by $0.1 million 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 the requires the Company to pay a fixed rate of 3.075 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 $5.0 million which increases by $0.4 million each quarter until June 28, 2019 when the notional amount increases to $17.5 million due to the interest rate swap from 2016 above expiring. The notional amount then decreases each quarter by $0.2 million until September 30, 2020 when the notional amount increases to $17.5 million due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $0.4 million until December 31, 2021, then decreases each subsequent quarter by $0.6 million until it expires on November 8, 2023. At December 29, 2019 , the fair value of all of the swaps was $(0.9) million , of which $0 is included in current assets in the consolidated balance sheet and $(0.9) million is included in other long-term liabilities in the consolidated balance sheet. The Company received $0.03 million in the aggregate, in net monthly settlements with respect to the interest rate swaps for the 52 weeks ended December 29, 2019 . At December 30, 2018 , the fair value of all the swaps was $(0.3) million , of which $0.1 million was included in current assets in the consolidated balance sheet and $(0.4) million was included in other long-term liabilities in the consolidated balance sheet. The Company received $(0.1) million , in the aggregate, in net monthly settlements with respect to the interest rate swaps for the 52 weeks ended December 30, 2018 . |
Restructuring
Restructuring | 12 Months Ended |
Dec. 29, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company'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 the organization, rationalization 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. The table below summarizes the activity in the restructuring liability for the 52 weeks ended December 29, 2019. Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 31, 2018 $ — $ — $ — Provision for estimated expenses to be incurred 1,380 1,372 2,752 Payments made during the period 942 1,256 2,198 Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 2019 Restructurings Bryan Restructuring On November 7, 2019, the Company made the decision to close its manufacturing facility in Bryan, Ohio. The Company expects to cease operations completely at the Bryan facility by the end of March 2020. The Company's decision was based on the business case analysis optimizing capacity utilization in the most cost-effective manner. The Company will move existing Bryan production to its manufacturing facilities in Queretaro, Mexico and LaFayette, GA. 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 incurred one-time severance costs as a result of this plant closure of approximately $0.3 million during the fourth quarter of 2019. The amount of other costs incurred associated with this plant closure, which primarily consist of preparing and moving existing production equipment and inventory at Bryan to other facilities, will be approximately $0.6 million through April of 2020. All these costs were and will be recorded to the restructuring expense line in the Company's consolidated statement of operations. Evansville Restructuring On July 16, 2019, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company ceased its operations during December 2019. The Company's decision was based on the business case analysis optimizing capacity utilization in the most cost-effective manner. 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. As the Company is actively marketing its leased, no longer in use, Evansville facility for a sub-lease and based upon the applicable generally accepted accounting principles, the Company performed an analysis to determine the appropriate accounting. This resulted in recording a charge of $0.4 million to restructuring expense in the fourth quarter ending December 29, 2019. The Company is obligated for the remaining payments of $1.1 million for the leased facility. The Company is also actively pursuing the sale of its owned Evansville facility with a December 29, 2019 book value of $1.0 million . As such, this asset has been classified as an asset held for sale on the consolidated balance sheet. The Company incurred one-time severance costs as a result of this plant closure of $0.3 million during the 52 weeks ended December 29, 2019. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Evansville to other facilities was $0.8 million for the 52 weeks ended December 29, 2019. All $1.5 million of these costs were recorded as restructuring expense in the Company's condensed consolidated statements of operations. Salaried Restructuring On May 15, 2019 and February 1, 2019, the Company announced that in order to reduce fixed costs it would be eliminating several 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 the Company incurred restructuring costs of $0.3 million for the 52 weeks ended December 29, 2019. During the fourth quarter of 2019, the Company made additional reductions of 12 salaried positions as part of a streamlining of the company to improve efficiency and better align the organization to its new structure, targets, and vision. There was an immaterial impact on 2019 costs and there will be no impact in 2020. Some of the resulting cost savings have been and will be used to add specific capabilities in Engineering, Finance, Human Resources, and Purchasing. Organization Items 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 $0.7 million during the 52 weeks ended December 29, 2019, in connection with his resignation. 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 will have continuing cash flows from the production being moved to other facilities within the Company. The Company incurred one-time severance costs as a result of this plant closure of $0.2 million in the 52 weeks ended December 30, 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 Fort Smith to other facilities was $0.6 million in the 52 weeks ended December 30, 2018. All these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations. On October 18, 2018, the Company sold the building it owned in Fort Smith, which had a net book value of $0.7 million for cash proceeds of $0.9 million resulting in a gain on the sale of $0.1 million . Through the date of the sale the building qualified as being held for sale, and therefore was presented as such in the consolidated balance sheet. 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 will have continuing cash flows from the production being moved to other facilities within the Company. The Company incurred one-time severance costs as a result of this plant closure of $0.1 million in the 52 weeks ended December 30, 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 $0.3 million in the 52 weeks ended December 30, 2018. All these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations. The tables below summarize the activity in the restructuring liability for the 52 weeks ended December 30, 2018. Employee Termination Benefits Liability Other Exit Costs Liability Total (In thousands) Accrual balance at January 1, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 299 857 1,156 Payments made during the year 299 857 1,156 Accrual balance at December 30, 2018 $ — $ — $ — There are no |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 29, 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 September 30, 2019 the compensation committee of the Board of Directors approved the issuance of 72,500 non-statutory stock option awards, respectively, to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. The Company estimated the grant-date fair value of the awards subject to these market conditions using a Monte Carlo simulation model, using the following assumptions: risk free interest rate of 1.63% and an annualized volatility of 40% . 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 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. On September 30, 2019, the compensation committee of the board of directors approved the issuance of 140,000 non statutory stock option awards to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 40 percent on September 30, 2020 and an additional 20 percent on each of September 30, 2021, 2022, and 2023 thereafter. 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 30, 2019 June 11, 2019 Expected volatility 40.00 % 40.00 % Dividend yield — % — % Expected term (in years) 6 6 Risk-free rate 1.63 % 1.81 % On September 30, 2019, the compensation committee of the board of directors approved the issuance of 72,500 incentive stock option awards to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. The Company estimated the grant-date fair value of the awards subject to these market conditions using a Monte Carlo simulation model, using the following assumptions: risk free interest rate of 1.63% and an annualized volatility of 40% . On February 25, 2020, the compensation committee of the Board of Directors approved the issuance of 30,000 stock option awards to employees as of February 25, 2020 with an exercise price of $3.32 per share. 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) (In thousands, except share data and exercise price) Outstanding at December 30, 2018 563,680 $ 7.25 5.61 Granted 315,000 $ 2.89 10 Exercised — $ — 0 Forfeited or expired (2) 202,200 $ 6.38 0 Outstanding at December 29, 2019 676,480 $ 5.48 7.09 $ 471 Vested and exercisable at December 29, 2019 383,480 $ 7.35 5.09 $ 152 (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 December 29, 2019 and multiplying this result by the related number of options outstanding and exercisable at December 29, 2019 . The estimated fair value of the shares is based on the closing stock price of $4.01 as of December 29, 2019 . As of December 30, 2018, there is no intrinsic value as the exercise prices is greater that the estimated fair value. (2) Included 0.18 million shares forfeited by the former CEO in May 2019 as a result of his departure. The Company recorded gross compensation expense of approximately $0.15 million for the 52 weeks ended December 29, 2019 , $0.1 million for the 52 weeks ended December 30, 2018 , and $0.2 million for the 52 weeks ended December 31, 2017 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 immaterial for the 52 weeks ended December 29, 2019 , December 30, 2018 , and December 31, 2017 , respectively. As of December 29, 2019 , there was approximately $0.2 million 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 1.50 years . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income before income taxes for U.S. and Non-U.S. operations are as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) U.S. (loss) income $ (11,154 ) $ 1,017 3,878 Non-U.S. income 2,123 3,544 3,742 (Loss) income before income taxes $ (9,031 ) $ 4,561 $ 7,620 The components of the income tax provision included in the consolidated statements of operations are all attributable to continuing operations and are detailed as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Current tax expense: Federal $ (17 ) $ (27 ) $ 1,207 State 35 61 293 Foreign 1,151 1,119 1,186 Total 1,169 1,153 2,686 Deferred tax expense: Federal (875 ) (124 ) (1,166 ) State (80 ) (14 ) (236 ) Foreign (177 ) (153 ) (151 ) Total (1,132 ) (291 ) (1,553 ) Total income tax expense $ 37 $ 862 $ 1,133 Deferred income tax assets and liabilities at December 29, 2019 and December 30, 2018 reflect the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards. The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities: December 29, December 30, (In thousands) Deferred tax assets (liabilities): Allowance for doubtful accounts $ 227 $ 174 Inventories 313 140 Accrued payroll and benefits 78 533 Goodwill and intangible assets 504 — Excess interest expense 605 279 Foreign tax credit 797 621 Other 405 157 Deferred tax asset before valuation allowance 2,929 1,904 Valuation allowance (621 ) (621 ) Deferred tax asset 2,308 1,283 Property, plant, and equipment (2,945 ) (3,082 ) Goodwill and intangible assets — — Other (8 ) — Deferred tax liability (2,953 ) $ (3,082 ) Total deferred tax liability $ (645 ) $ (1,799 ) 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. As of the year ended December 29, 2019, the Company has maintained a valuation allowance of $0.6 million related to foreign tax credits (generated by the deemed repatriation under U.S. tax reform) expiring in 2028 as the Company has concluded that it is not more likely than not that the credits will be used prior to their expiration. The transition tax provision of the 2017 tax reform act eliminated the basis difference that existed previously for purposes of ASC Topic 740. However, there are limited other taxes that could continue to apply such as foreign withholding and certain state taxes. U.S. income taxes have not been recognized for such taxes as the Company continues to remain indefinitely reinvested with respect to its foreign earnings. It is not practicable to estimate the amount of income taxes that may be payable on such undistributed foreign earnings. A reconciliation of taxes on income from continuing operations based on the statutory federal income tax rate to the provision for income taxes is as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Income tax expense (benefit) at US Statutory Tax Rate $ (1,897 ) $ 958 $ 2,591 State income tax (benefit) expense, net of federal benefit (28 ) 23 66 Foreign tax rate differential 174 252 (206 ) U.S. Tax on non-U.S. income 241 319 — Implementation of U.S. Tax Reform Act — (80 ) (559 ) Goodwill impairment 1,208 — — Research and Development credits (225 ) (504 ) (682 ) Other 564 (106 ) (77 ) Total provision for income taxes $ 37 $ 862 $ 1,133 On December 22, 2017 the Tax Cuts and JOBS Act (the “Act”) was signed into law. The Act changed many aspects of U.S. corporate income taxation and including the reduction of the corporate income tax rate from 35% to 21%, implementation of a territorial system and imposition of a one-time tax on deemed repatriated earnings of foreign subsidiaries, introduction of tax on U.S. shareholders of certain foreign subsidiaries earnings, Global Intangible Low- Taxed Income (“GILTI”), and limitations on deductibility of interest expense. The impact in 2017 primarily consists of a ($1.4) million benefit related to the impact on the U.S. deferred tax liability due to the lowering of the corporate tax rate described above and $0.8 million s of expense for the estimate for the impact of one-time transition tax on deemed repatriated earnings of foreign subsidiaries. We completed our accounting for the income tax effects of the Act in 2018 and recorded a benefit of $(0.1) million as an adjustment to the provisional estimate of the one-time transition tax expense. The Company recognizes the benefit 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 remains open. The Company had no unrecognized tax benefits as of December 29, 2019 and December 30, 2018 . The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the 52 weeks ended December 29, 2019, December 30, 2018 and December 31, 2017, respectively. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 29, 2019 | |
Leases, Operating [Abstract] | |
Operating Leases | Operating Leases The Company leases office space, production facilities and equipment under operating leases with various expiration dates through the year 2030. The leases for office space and production facilities require the Company to pay taxes, insurance, utilities and maintenance costs. Five of the leases provide for escalating rents over the life of the lease and rent expense is therefore 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 accrued expenses in the consolidated balance sheets. Total rent expense charged to operations was approximately $2.3 million for the 52 weeks ended December 29, 2019, $2.4 million for the 52 weeks ended December 30, 2018, and $2.2 million for the 52 weeks ended December 31, 2017. 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 December 29, 2019 (In thousands): 2020 $ 2,332 2021 2,210 2022 1,755 2023 1,175 2024 1,134 Thereafter 6,457 Total $ 15,063 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 29, 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 $0.2 million for the 52 weeks ended December 29, 2019 , $0.5 million for the 52 weeks ended December 30, 2018 , and $0.5 million for the 52 weeks ended December 31, 2017 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 29, 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 $0.3 million 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 by any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $0.2 million for the 52 weeks ended December 29, 2019 , $0.2 million for the 52 weeks ended December 30, 2018 , and $0.2 million for the 52 weeks ended December 31, 2017 . The Company allocates these fees to the services provided based on their relative fair values. The fees paid were all allocated to and expensed as transaction costs. The management agreement had an initial term of five years , expiring on March 18, 2018, and renews automatically each year for additional one-year terms. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer collectively own 50% of the equity securities owned by either of them on March 18, 2018. In 2019, the Company 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 assisting 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 $0.2 million , for the 52 weeks ended December 29, 2019. The services provided by 6th Avenue Group terminated 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 | 12 Months Ended |
Dec. 29, 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 can 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 considering 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 specific inputs to these fair value measurements requires judgment and considers factors specific to each item. The Company measures its interest rate swap at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market. The Company measures its foreign currency forward contract on a recurring basis based primarily on Level 2 inputs using the present value of future cash flows to be incurred on the contracts. In accordance with market standards and conventions for valuing such contracts, the transactions reflect the current direction and amounts expected in each currency, spot exchange rates at period-end, discount factors and forward interest rate curves for each relevant currency pair and future maturity date. This forward contract expired in fiscal year 2017. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 29, 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 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 | 12 Months Ended |
Dec. 29, 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. Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands, except per share data) Basic earnings per share calculation: Net (loss) income $ (9,068 ) $ 3,699 $ 6,487 Weighted average shares outstanding 9,779,147 9,770,011 9,750,948 Net (loss) income per share-basic $ (0.93 ) $ 0.38 $ 0.67 Diluted earnings per share calculation: Net (loss) income $ (9,068 ) $ 3,699 $ 6,487 Weighted average shares outstanding 9,779,147 9,770,011 9,750,948 Effect of dilutive securities: Stock options (1)(2)(3) — 138,017 147,316 Warrants (1)(2)(3) — 670 1,154 Diluted weighted average shares outstanding 9,779,147 9,908,698 9,899,418 Net (loss) income per share-diluted $ (0.93 ) $ 0.37 $ 0.66 (1) Due to a net loss for the 52 weeks ended December 29, 2019, the effect of certain dilutive securities was excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution. (2) Options to purchase 311,480 shares of common stock remaining to be exercised under the 2013 plan and warrants to purchase 1,185 shares of common stock remaining to be exercised, were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. 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, options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in September 2017, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, were not included in the computation of diluted earnings per share in the 2018 period because the effect would have been anti-dilutive. (3) Options to purchase 345,280 shares of common stock remaining to be exercised under the 2013 plan and warrants to purchase 1,185 shares of common stock remaining to be exercised, were considered in the computation of diluted earnings per share using the treasury stock method in the 2017 calculation. Options to purchase 225,000 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, 5,000 and 15,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in September 2017, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, were not included in the computation of diluted earnings per share in the 2017 period because the effect would have been anti-dilutive. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 29, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | Selected Quarterly Financial Data (unaudited) The following tables set forth a condensed summary of the Company's unaudited selected quarterly results for each of the quarters in fiscal 2019 and 2018. Thirteen Weeks Ended March 31, 2019 Thirteen Weeks Ended June 30, 2019 Thirteen Weeks Ended September 29, 2019 Thirteen Weeks Ended December 29, 2019 (In thousands, except per share data) 2019 Net sales $ 39,467 $ 38,889 $ 38,550 $ 35,583 Gross profit $ 8,300 $ 8,212 $ 7,175 $ 7,821 Operating income (loss) $ 937 $ (6,706 ) $ (354 ) $ 1,368 Net (loss) income $ (189 ) $ (7,623 ) $ (1,264 ) $ 8 Net (loss) income per share Basic $ (0.02 ) $ (0.78 ) $ (0.13 ) $ — Diluted $ (0.02 ) $ (0.78 ) $ (0.13 ) $ — Thirteen Weeks Ended April 1, 2018 Thirteen Weeks Ended July 1, 2018 Thirteen Weeks Ended September 30, 2018 Thirteen Weeks Ended December 30, 2018 (In thousands, except per share data) 2018 Net sales $ 47,304 $ 45,742 $ 42,052 $ 39,812 Gross profit $ 11,080 $ 11,189 $ 8,524 $ 8,542 Operating income $ 2,671 $ 3,272 $ 1,122 $ 1,333 Net income (loss) $ 1,512 $ 1,751 $ 627 $ (191 ) Net income (loss) per share Basic $ 0.16 $ 0.18 $ 0.06 $ (0.02 ) Diluted $ 0.15 $ 0.18 $ 0.06 $ (0.02 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 29, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Due to the ongoing COVID-19 outbreak with its uncertain near, mid, and longer-term impacts on the Company, our customers, our suppliers, and the industries we serve, we are executing a comprehensive set of actions to prudently manage our resources while keeping our customers supplied with the products they continue to require. While demand in the automotive segment has been reduced for an indeterminate period, we continue to have customer orders across our various markets and in all our plants. Currently, we are operating our facilities. We are following the guidelines provided by the various governmental entities in the jurisdictions where we operate and are taking additional measures to protect our employees. Considering the current decline in demand, we are modifying our shift schedules and plant employee counts, limiting our raw material ordering, and restricting all discretionary spending. As our supply base is almost exclusively North American, we have not yet seen disruptions in our supply chain. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation including the duration of the actions taken by the various customers and governments, we are unable to determine the full impact of the COVID-19 situation on our future operations. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 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, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All inter-company transactions and balances have been eliminated upon consolidation. |
Fiscal Years | The Company’s year-end periods end on the Sunday closest to the end of the calendar year-end period. The 52-week fiscal year periods for 2019, 2018, and 2017 ended on December 29, 2019 , December 30, 2018 , and December 31, 2017 , respectively. |
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 collection in full of 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 principally 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. 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 annually 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 net 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 and operating unit for goodwill testing purposes. |
Debt Issuance Costs | Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight lines 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 | |
Stock Based Compensation | The Company accounts for its stock-based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight-line method over the vesting period, which represents the requisite service period. |
Revenue Recognition | Revenue is recognized by the Company 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 cost 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/Foreign Currency Exchange | The expression of assets and liabilities in a currency other than the 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 December 29, 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 . This ASU supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, to defer implementation of ASU 2014-09 by one year. The guidance is now currently effective for fiscal years beginning after December 15, 2018 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. The ASU allows for early adoption for fiscal years beginning after December 15, 2016, however, 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. To assess the impact of the new standard, the Company analyzed the standard's impact on customer contracts, comparing its historical accounting policies and practices to the requirements of the new standard, and identifying potential differences from application of the new standard's requirements. The Company reviewed material contracts and related agreements with customers and confirmed that the performance obligations do not change under ASC No. 606. In addition, the Company considered all relevant commercial variables to identify transaction consideration and has concluded there is not a material change in the determination of transaction pricing. Therefore, the Company has concluded that the adoption of the new revenue standards did not have a material impact on its consolidated financial statements as the method for recognizing revenue subsequent to the implementation of ASC No. 606 did not vary significantly from the revenue recognition practices under previous GAAP. 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 the 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 (Topic 842 ), which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use (“ROU”) 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. The ASU is effective for the Company as of January 1, 2020. Therefore, the company plans to implement this standard using the modified retrospective approach and, as such, recognize the effects of applying the new standard as a cumulative-effect adjustment to retained earnings as of January 1, 2019. The Company has identified our existing leases contracts and is in the process of completing the calculations of the ROU assets and related lease liability. The Company plans to elect the practical expedients upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company will not reassess whether any contracts entered prior to adoption are leases. The Company plans to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. The Company also expects to elect the short-term lease recognition exemption for all leases that qualify, which means the Company will not recognize ROU assets or lease liabilities for short-term leases. Based on the Company's lease portfolio, the company currently anticipates recognizing a ROU asset and related lease liability on its balance sheet between $10 million and $13 million , with an immaterial impact on its income statement compared to the current lease accounting model. In January 2017, the FASB issued ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, accounting guidance which removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual or interim reporting periods beginning after December 15, 2021. Early adoption is permitted. The Company adopted the provisions related to this ASU during fiscal year 2017 and the impact was not material in the year of adoption. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The guidance eliminates, adds and modifies certain disclosure requirements. This new guidance is effective for fiscal years beginning after December 15, 2019 for public companies. Early adoption is permitted for either the entire standard or provisions that eliminate or modify requirements. Adoption of the standard will not impact our financial condition, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of revenue | The following table presents the Company's net sales disaggregated by major sales channel for the 52 weeks ended December 29, 2019 and December 30, 2018: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Net Sales Automotive $ 131,589 $ 147,010 $ 148,588 HVAC, water heater, and appliances 13,600 19,500 19,200 Other 7,300 8,400 7,500 Total $ 152,489 $ 174,910 $ 175,288 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: December 29, December 30, (In thousands) Raw materials $ 7,963 $ 9,563 Work in progress 129 548 Finished goods 4,955 6,175 Total inventory $ 13,047 $ 16,286 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment consists of the following: December 29, December 30, Depreciable Life – Years (In thousands) Land $ 1,663 $ 1,663 Buildings 5,934 6,898 23 – 40 Shop equipment 22,982 21,166 7 – 10 Leasehold improvements 1,234 1,130 3 – 10 Office equipment 1,866 1,651 3 – 7 Mobile equipment 190 283 3 Construction in progress 1,543 1,514 Total cost 35,412 34,305 Accumulated depreciation 11,997 9,227 Net property, plant, and equipment $ 23,415 $ 25,078 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets of the Company consist of the following at December 29, 2019 : Gross Carrying Amount Accumulated Amortization Weighted Average Life – Years (In thousands) Customer contracts $ 26,523 $ 18,304 8.16 Trade names 4,673 1,698 16.43 Non-compete agreements 1,162 1,142 2.53 Unpatented technology 1,535 1,124 5.00 Total $ 33,893 $ 22,268 Intangible assets of the Company consist of the following at December 30, 2018 : Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,523 $ 14,936 8.16 Trade names 4,673 1,452 16.43 Non-compete agreements 1,162 1,118 2.53 Unpatented technology 1,535 818 5.00 Total $ 33,893 $ 18,324 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense is as follows (In thousands): 2020 $ 3,914 2021 2,456 2022 1,305 2023 979 2024 759 Thereafter 2,212 Total $ 11,625 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long term debt consists of the following: December 29, December 30, (In thousands) 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 6.031% and 6.2699% per annum at December 29, 2019 and December 30, 2018, respectively. At December 29, 2019 the balance of the New US Term Loan is presented net of a debt discount of $266,517 from costs paid to or on behalf of the lenders. $ 24,383 $ 25,665 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 6.031% and 6.2699% per annum at December 29, 2019 and December 30, 2018, respectively. At December 29, 2019, the balance of the CA Term Loan is presented net of a debt discount of $115,866 from costs paid to or on behalf of the lenders. 10,384 11,853 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 6.094% per annum at December 29, 2019. 1,300 — Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the New Credit Agreement. Interest accrues monthly at an annual rate of 6.00%. The note payable is due in full on February 6, 2019. — 500 Total debt excluding revolver 36,067 38,018 Less current maturities 2,847 3,350 Long-term debt – net of current portion $ 33,220 $ 34,668 |
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 (In thousands): 2020 $ 3,193 2021 4,176 2022 4,912 2023 35,890 2024 — Thereafter — Total 48,171 Discounts (383 ) Debt issuance costs (303 ) Total debt – Net $ 47,485 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Liability | The table below summarizes the activity in the restructuring liability for the 52 weeks ended December 29, 2019. Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 31, 2018 $ — $ — $ — Provision for estimated expenses to be incurred 1,380 1,372 2,752 Payments made during the period 942 1,256 2,198 Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 The tables below summarize the activity in the restructuring liability for the 52 weeks ended December 30, 2018. Employee Termination Benefits Liability Other Exit Costs Liability Total (In thousands) Accrual balance at January 1, 2018 $ — $ — $ — Provision for estimated expenses incurred during the year 299 857 1,156 Payments made during the year 299 857 1,156 Accrual balance at December 30, 2018 $ — $ — $ — |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, 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 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 30, 2019 June 11, 2019 Expected volatility 40.00 % 40.00 % Dividend yield — % — % Expected term (in years) 6 6 Risk-free rate 1.63 % 1.81 % |
Schedule of Share-based Compensation, 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) (In thousands, except share data and exercise price) Outstanding at December 30, 2018 563,680 $ 7.25 5.61 Granted 315,000 $ 2.89 10 Exercised — $ — 0 Forfeited or expired (2) 202,200 $ 6.38 0 Outstanding at December 29, 2019 676,480 $ 5.48 7.09 $ 471 Vested and exercisable at December 29, 2019 383,480 $ 7.35 5.09 $ 152 (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 December 29, 2019 and multiplying this result by the related number of options outstanding and exercisable at December 29, 2019 . The estimated fair value of the shares is based on the closing stock price of $4.01 as of December 29, 2019 . As of December 30, 2018, there is no intrinsic value as the exercise prices is greater that the estimated fair value. (2) Included 0.18 million shares forfeited by the former CEO in May 2019 as a result of his departure. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | Income before income taxes for U.S. and Non-U.S. operations are as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) U.S. (loss) income $ (11,154 ) $ 1,017 3,878 Non-U.S. income 2,123 3,544 3,742 (Loss) income before income taxes $ (9,031 ) $ 4,561 $ 7,620 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision included in the consolidated statements of operations are all attributable to continuing operations and are detailed as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Current tax expense: Federal $ (17 ) $ (27 ) $ 1,207 State 35 61 293 Foreign 1,151 1,119 1,186 Total 1,169 1,153 2,686 Deferred tax expense: Federal (875 ) (124 ) (1,166 ) State (80 ) (14 ) (236 ) Foreign (177 ) (153 ) (151 ) Total (1,132 ) (291 ) (1,553 ) Total income tax expense $ 37 $ 862 $ 1,133 |
Schedule of Current and Noncurrent deferred taxes | The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities: December 29, December 30, (In thousands) Deferred tax assets (liabilities): Allowance for doubtful accounts $ 227 $ 174 Inventories 313 140 Accrued payroll and benefits 78 533 Goodwill and intangible assets 504 — Excess interest expense 605 279 Foreign tax credit 797 621 Other 405 157 Deferred tax asset before valuation allowance 2,929 1,904 Valuation allowance (621 ) (621 ) Deferred tax asset 2,308 1,283 Property, plant, and equipment (2,945 ) (3,082 ) Goodwill and intangible assets — — Other (8 ) — Deferred tax liability (2,953 ) $ (3,082 ) Total deferred tax liability $ (645 ) $ (1,799 ) |
Schedule of Income Taxes Based on Federal Tax Rate | A reconciliation of taxes on income from continuing operations based on the statutory federal income tax rate to the provision for income taxes is as follows: Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands) Income tax expense (benefit) at US Statutory Tax Rate $ (1,897 ) $ 958 $ 2,591 State income tax (benefit) expense, net of federal benefit (28 ) 23 66 Foreign tax rate differential 174 252 (206 ) U.S. Tax on non-U.S. income 241 319 — Implementation of U.S. Tax Reform Act — (80 ) (559 ) Goodwill impairment 1,208 — — Research and Development credits (225 ) (504 ) (682 ) Other 564 (106 ) (77 ) Total provision for income taxes $ 37 $ 862 $ 1,133 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Leases, Operating [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 December 29, 2019 (In thousands): 2020 $ 2,332 2021 2,210 2022 1,755 2023 1,175 2024 1,134 Thereafter 6,457 Total $ 15,063 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 29, 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. Fifty-Two Weeks Ended December 29, 2019 Fifty-Two Weeks Ended December 30, 2018 Fifty-Two Weeks Ended December 31, 2017 (In thousands, except per share data) Basic earnings per share calculation: Net (loss) income $ (9,068 ) $ 3,699 $ 6,487 Weighted average shares outstanding 9,779,147 9,770,011 9,750,948 Net (loss) income per share-basic $ (0.93 ) $ 0.38 $ 0.67 Diluted earnings per share calculation: Net (loss) income $ (9,068 ) $ 3,699 $ 6,487 Weighted average shares outstanding 9,779,147 9,770,011 9,750,948 Effect of dilutive securities: Stock options (1)(2)(3) — 138,017 147,316 Warrants (1)(2)(3) — 670 1,154 Diluted weighted average shares outstanding 9,779,147 9,908,698 9,899,418 Net (loss) income per share-diluted $ (0.93 ) $ 0.37 $ 0.66 (1) Due to a net loss for the 52 weeks ended December 29, 2019, the effect of certain dilutive securities was excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution. (2) Options to purchase 311,480 shares of common stock remaining to be exercised under the 2013 plan and warrants to purchase 1,185 shares of common stock remaining to be exercised, were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. 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, options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in September 2017, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, were not included in the computation of diluted earnings per share in the 2018 period because the effect would have been anti-dilutive. (3) Options to purchase 345,280 shares of common stock remaining to be exercised under the 2013 plan and warrants to purchase 1,185 shares of common stock remaining to be exercised, were considered in the computation of diluted earnings per share using the treasury stock method in the 2017 calculation. Options to purchase 225,000 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, 5,000 and 15,000 shares of common stock that were granted under the 2013 and 2014 plan, respectively, in September 2017, and warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, were not included in the computation of diluted earnings per share in the 2017 period because the effect would have been anti-dilutive. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 29, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables set forth a condensed summary of the Company's unaudited selected quarterly results for each of the quarters in fiscal 2019 and 2018. Thirteen Weeks Ended March 31, 2019 Thirteen Weeks Ended June 30, 2019 Thirteen Weeks Ended September 29, 2019 Thirteen Weeks Ended December 29, 2019 (In thousands, except per share data) 2019 Net sales $ 39,467 $ 38,889 $ 38,550 $ 35,583 Gross profit $ 8,300 $ 8,212 $ 7,175 $ 7,821 Operating income (loss) $ 937 $ (6,706 ) $ (354 ) $ 1,368 Net (loss) income $ (189 ) $ (7,623 ) $ (1,264 ) $ 8 Net (loss) income per share Basic $ (0.02 ) $ (0.78 ) $ (0.13 ) $ — Diluted $ (0.02 ) $ (0.78 ) $ (0.13 ) $ — Thirteen Weeks Ended April 1, 2018 Thirteen Weeks Ended July 1, 2018 Thirteen Weeks Ended September 30, 2018 Thirteen Weeks Ended December 30, 2018 (In thousands, except per share data) 2018 Net sales $ 47,304 $ 45,742 $ 42,052 $ 39,812 Gross profit $ 11,080 $ 11,189 $ 8,524 $ 8,542 Operating income $ 2,671 $ 3,272 $ 1,122 $ 1,333 Net income (loss) $ 1,512 $ 1,751 $ 627 $ (191 ) Net income (loss) per share Basic $ 0.16 $ 0.18 $ 0.06 $ (0.02 ) Diluted $ 0.15 $ 0.18 $ 0.06 $ (0.02 ) |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) | 12 Months Ended | |||||
Dec. 29, 2019USD ($)reporting_unitsegment | Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2020USD ($) | Mar. 31, 2019USD ($) | Nov. 08, 2018USD ($) | |
Concentration Risk [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Allowance for doubtful accounts receivable | $ 900,000 | $ 700,000 | ||||
Allowance for inventory valuation | $ 1,000,000 | 600,000 | $ 1,700,000 | |||
Number of reporting units for goodwill testing purposes | reporting_unit | 1 | |||||
Impairment charge | $ 6,760,000 | 0 | $ 0 | |||
Reporting unit, fair value in excess of carrying amount | 40.00% | |||||
Reporting unit, fair value in excess of carrying amount, discount rate | 14.00% | |||||
Carrying amount EBITDA margin | 11.00% | |||||
Carrying Amount EBITDA margin thereafter | 12.00% | |||||
Reporting unit, fair value in excess of carrying amount terminal growth rate | 2.00% | |||||
Unamortized debt issuance expense | $ 300,000 | 400,000 | ||||
Unamortized discount | 383,000 | 500,000 | ||||
Amortization of debt issuance costs | 200,000 | 100,000 | 100,000 | |||
Impairment loss | 0 | 0 | 0 | |||
Dividend income | 100,000 | 100,000 | 0 | |||
Net sales | $ 152,489,000 | 174,910,000 | 175,288,000 | |||
Remaining performance obligation expected | one year or less | |||||
Unrecognized tax benefits | $ 0 | 0 | ||||
Income tax penalties and interest | $ 0 | $ 0 | $ 0 | |||
Percent of employees | 5.00% | |||||
United States | ||||||
Concentration Risk [Line Items] | ||||||
Percent of employees | 65.00% | |||||
Mexico | ||||||
Concentration Risk [Line Items] | ||||||
Percent of employees | 30.00% | |||||
Canada | ||||||
Concentration Risk [Line Items] | ||||||
Percent of employees | 22.00% | |||||
Geographic concentration risk | Sales revenue, net | Mexico | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 21.00% | 17.00% | 15.00% | |||
Geographic concentration risk | Sales revenue, net | Canada | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 10.00% | 10.00% | 10.00% | |||
Geographic concentration risk | Sales revenue, net | Other foreign countries | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 0.00% | 2.00% | 1.00% | |||
Geographic concentration risk | Production risk | Mexico | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 18.00% | 17.00% | 15.00% | |||
Geographic concentration risk | Production risk | Canada | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 8.00% | 10.00% | 9.00% | |||
General Motors Company | Customer concentration risk | Sales revenue, net | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 17.00% | 15.00% | 14.00% | |||
General Motors Company | Customer concentration risk | Accounts receivable | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 8.00% | 14.00% | ||||
Fiat Chrysler Automobile | Customer concentration risk | Sales revenue, net | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 16.00% | 16.00% | 13.00% | |||
Ford Motor Company | Customer concentration risk | Sales revenue, net | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk (percentage) | 15.00% | 11.00% | 11.00% | |||
Accounts payable | ||||||
Concentration Risk [Line Items] | ||||||
Checks issued in excess of available cash | $ 800,000 | $ 1,800,000 | ||||
Amended And Restated Credit Agreement | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Line of credit | Revolving credit facility | ||||||
Concentration Risk [Line Items] | ||||||
Unamortized discount | $ 0 | |||||
Automotive | ||||||
Concentration Risk [Line Items] | ||||||
Net sales | 131,589,000 | 147,010,000 | $ 148,588,000 | |||
HVAC, Water Heater, And Appliances | ||||||
Concentration Risk [Line Items] | ||||||
Net sales | 13,600,000 | 19,500,000 | 19,200,000 | |||
Other Revenue | ||||||
Concentration Risk [Line Items] | ||||||
Net sales | $ 7,300,000 | $ 8,400,000 | $ 7,500,000 | |||
Scenario, Forecast | Subsequent Event | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Operating lease right of use asset | $ 10,000,000 | |||||
Operating lease liability | 10,000,000 | |||||
Scenario, Forecast | Subsequent Event | Maximum | ||||||
Concentration Risk [Line Items] | ||||||
Operating lease right of use asset | 13,000,000 | |||||
Operating lease liability | $ 13,000,000 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - aquisition | 12 Months Ended | |
Dec. 29, 2019 | Dec. 30, 2018 | |
Business Combinations [Abstract] | ||
Number of new acquisitions | 0 | 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 29, 2019 | Dec. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,963 | $ 9,563 |
Work in progress | 129 | 548 |
Finished goods | 4,955 | 6,175 |
Total inventory | $ 13,047 | $ 16,286 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Thousands | Dec. 29, 2019 | Mar. 31, 2019 | Dec. 30, 2018 |
Inventory [Line Items] | |||
Allowance for inventory valuation | $ 1,000 | $ 1,700 | $ 600 |
Inventory – net | 13,047 | 16,286 | |
Mexico | |||
Inventory [Line Items] | |||
Inventory – net | 3,600 | 3,300 | |
Canada | |||
Inventory [Line Items] | |||
Inventory – net | $ 1,000 | $ 1,200 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2019 | Dec. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 35,412 | $ 34,305 |
Accumulated depreciation | 11,997 | 9,227 |
Net property, plant, and equipment | 23,415 | 25,078 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,663 | 1,663 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 5,934 | 6,898 |
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 | $ 22,982 | 21,166 |
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 | $ 1,234 | 1,130 |
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 | $ 1,866 | 1,651 |
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 | $ 190 | 283 |
Mobile equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life – Years | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,543 | $ 1,514 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 2,900 | $ 2,600 | $ 2,200 |
Property, Plant, and Equipment – Net | 23,415 | 25,078 | |
Mexico | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment – Net | 4,100 | 3,200 | |
Canada | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment – Net | $ 600 | $ 700 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets by major class (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 33,893 | $ 33,893 | |
Accumulated Amortization | 22,268 | 18,324 | |
Amortization expense | $ 3,900 | 4,100 | $ 4,100 |
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 | 26,523 | |
Accumulated Amortization | $ 18,304 | $ 14,936 | |
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 | $ 4,673 | |
Accumulated Amortization | $ 1,698 | $ 1,452 | |
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 | $ 1,162 | $ 1,162 | |
Accumulated Amortization | $ 1,142 | $ 1,118 | |
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 | $ 1,535 | $ 1,535 | |
Accumulated Amortization | $ 1,124 | $ 818 | |
Unpatented technology | Weighted Average | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life – Years | 5 years | 5 years |
Intangible Assets - Finite-live
Intangible Assets - Finite-lived intangible assets, future amortization expense schedule (Details) - USD ($) $ in Thousands | Dec. 29, 2019 | Dec. 30, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 3,914 | |
2021 | 2,456 | |
2022 | 1,305 | |
2023 | 979 | |
2024 | 759 | |
Thereafter | 2,212 | |
Total | $ 11,625 | $ 15,568 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Nov. 08, 2018USD ($) | Apr. 29, 2016USD ($) | Dec. 29, 2019USD ($) | Dec. 31, 2017USD ($) | Jul. 16, 2019USD ($) | Dec. 30, 2018USD ($) | Nov. 01, 2018USD ($) | Sep. 20, 2018USD ($) | Mar. 26, 2018 | Aug. 18, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||||
(Repayments on) proceeds from revolving credit facilities, net | $ 6,231,000 | |||||||||
Notes payable | $ 36,067,000 | $ 38,018,000 | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit outstanding, amount | $ 100,000 | |||||||||
New credit agreement | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 62,000,000 | |||||||||
Minimum total leverage ratio, fifth tier | 3 | |||||||||
Minimum total leverage ratio, three tiers | 2.50 | |||||||||
Maximum total leverage ratio | 3 | |||||||||
Amended maximum total leverage for fiscal quarter ended March 31, 2018 | 3.50 | |||||||||
Amended maximum total leverage for fiscal quarter ended June 30, 2018 | 3.25 | |||||||||
Amended maximum total leverage for fiscal quarter ended September 30, 2018 | 3.25 | |||||||||
Amended maximum total leverage for fiscal quarter ended December 31, 2018 | 3 | |||||||||
Amended maximum total leverage thereafter | 3 | |||||||||
Maximum increase to principal amount | 10,000,000 | |||||||||
New credit agreement | Line of credit | Secured debt | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% | |||||||||
New credit agreement | Line of credit | Secured debt | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
New credit agreement | Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
New credit agreement | Line of credit | Secured debt | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.75% | |||||||||
New credit agreement | Letter of credit | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 2,000,000 | |||||||||
New revolver | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term line of credit | $ 11,700,000 | |||||||||
New revolver | Line of credit | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 30,000,000 | 11,300,000 | $ 30,000,000 | $ 32,500,000 | ||||||
Current borrowing capacity | $ 6,800,000 | |||||||||
(Repayments on) proceeds from revolving credit facilities, net | 22,900,000 | |||||||||
Long-term line of credit | $ 4,000,000 | |||||||||
Effective interest rate | 6.012% | |||||||||
US term loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 17,000,000 | |||||||||
Notes payable | $ 10,384,000 | $ 11,853,000 | ||||||||
Effective interest rate | 6.031% | 6.2699% | ||||||||
CA term loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 15,000,000 | |||||||||
Notes payable | $ 1,300,000 | $ 0 | ||||||||
Effective interest rate | 6.094% | |||||||||
US Term Loan II | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 4,000,000 | |||||||||
Effective interest rate | 5.069% | |||||||||
Amended And Restated Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum total leverage ratio | 2 | |||||||||
Debt instrument, covenant, liquidity amount required, minimum | $ 5,000,000 | |||||||||
Debt instrument, covenant, leverage ratio, maximum, post distribution debt service coverage ratio | 1.10 | |||||||||
New US Term Loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable | $ 24,383,000 | $ 25,665,000 | ||||||||
Effective interest rate | 6.031% | 6.2699% | ||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | US term loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum increase to principal amount | $ 26,000,000 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | CA term loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notes payable | $ 12,000,000 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line Of Credit For Capital Expenditures | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | 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 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line of credit | Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | US Term Loan And Term Loan II | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 15,900,000 | |||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | New US Term Loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 26,000,000 | |||||||||
Debt Instrument, Periodic Payment, Installments Through September Thirty Two Thousand Twenty | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | New US Term Loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic principal amount | 337,500 | |||||||||
Debt Instrument, Periodic Payment, Installments Through September Thirty Two Thousand Twenty One | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | New US Term Loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic principal amount | 575,000 | |||||||||
Debt Instrument, Periodic Payment, Installments Through Maturity | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | New US Term Loan | Line of credit | Secured debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Periodic principal amount | $ 812,500 |
Long-term Debt - Schedule of lo
Long-term Debt - Schedule of long-term debt (Details) - USD ($) | 12 Months Ended | |
Dec. 29, 2019 | Dec. 30, 2018 | |
Debt Instrument [Line Items] | ||
Total debt excluding revolver | $ 36,067,000 | $ 38,018,000 |
Less current maturities | 2,847,000 | 3,350,000 |
Long-term debt – net of current portion | 33,220,000 | 34,668,000 |
Unamortized discount | $ 383,000 | 500,000 |
Notes payable, other payables | ||
Debt Instrument [Line Items] | ||
Stated Interest rate | 6.00% | |
Total debt excluding revolver | $ 0 | 500,000 |
Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding revolver | $ 24,383,000 | $ 25,665,000 |
Effective interest rate | 6.031% | 6.2699% |
Unamortized discount | $ 266,517 | |
Line of credit | US term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding revolver | $ 10,384,000 | $ 11,853,000 |
Effective interest rate | 6.031% | 6.2699% |
Unamortized discount | $ 115,866 | |
Line of credit | US Term Loan II | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.069% | |
Unamortized discount | $ 33,602 | |
Line of credit | CA term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Total debt excluding revolver | $ 1,300,000 | $ 0 |
Effective interest rate | 6.094% | |
March 31, 2019 | Line of credit | US Term Loan II | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | $ 200,000 | |
March 31, 2020 | Line of credit | US Term Loan II | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | 200,000 | |
March 31, 2021 | Line of credit | US Term Loan II | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | 200,000 | |
September 30, 2020 | Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | $ 337,500 | |
September 30, 2020 | Line of credit | Line Of Credit For Capital Expenditures | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 7.50% | |
September 30, 2021 | Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | $ 575,000 | |
September 30, 2021 | Line of credit | Line Of Credit For Capital Expenditures | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 10.00% | |
September 30, 2022 | Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | $ 812,500 | |
September 30, 2022 | Line of credit | Line Of Credit For Capital Expenditures | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 12.50% | |
September 30, 2022 | Line of credit | US term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Periodic principal amount | $ 375,000 |
Long-term Debt - Schedule of re
Long-term Debt - Schedule of repayment of maturities (Details) - USD ($) $ in Thousands | Dec. 29, 2019 | Dec. 30, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 3,193 | |
2021 | 4,176 | |
2022 | 4,912 | |
2023 | 35,890 | |
2024 | 0 | |
Thereafter | 0 | |
Total | 48,171 | |
Discounts | (383) | $ (500) |
Debt issuance costs | (303) | |
Total debt – Net | $ 47,485 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) | 12 Months Ended | |||||||
Dec. 29, 2019 | Dec. 30, 2018 | Jun. 28, 2019 | Nov. 30, 2018 | Jun. 29, 2018 | Oct. 02, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||||||||
Fixed interest rate | 3.075% | 1.093% | 1.055% | |||||
Notional amount | $ 5,000,000 | $ 1,900,000 | $ 16,700,000 | |||||
Notional amount quarterly decrease | $ 100,000 | $ 300,000 | ||||||
Derivative fair value assets (liabilities) | $ (900,000) | $ (300,000) | ||||||
Interest expense | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Monthly settlements | 30,000 | (100,000) | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Nine Two Thousand Eighteen | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | $ 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Eight Two Thousand Nineteen | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount | 17,500,000 | |||||||
Notional amount quarterly decrease | $ 500,000 | |||||||
Notional amount quarterly increase | 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until September Thirty Two Thousand Twenty | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount | 17,500,000 | |||||||
Notional amount quarterly decrease | 200,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until December Thirty First Twenty Twenty One | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until November Eighth Twenty Twenty Three | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | $ 600,000 | |||||||
Current Assets | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative fair value assets (liabilities) | 0 | 100,000 | ||||||
Other Noncurrent Liabilities | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Derivative fair value assets (liabilities) | $ (900,000) | $ (400,000) |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) | Oct. 18, 2018USD ($) | Jul. 31, 2018employee | Jun. 30, 2018employee | Dec. 29, 2019USD ($)employee | Apr. 30, 2020USD ($) | Dec. 29, 2019USD ($) | Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||||
Net book value of facility expected to be sold after closure | $ 23,415,000 | $ 23,415,000 | $ 25,078,000 | |||||
Proceeds from sale of property and equipment | 119,000 | 904,000 | $ 52,000 | |||||
Fort Smith, Arkansas | Manufacturing Facility | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Net book value of facility expected to be sold after closure | $ 700,000 | |||||||
Proceeds from sale of property and equipment | 900,000 | |||||||
Gain on sale of property, plant, and equipment | $ 100,000 | |||||||
Salaried Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 700,000 | |||||||
Employee Termination Benefits Liability | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 300,000 | |||||||
Workforce reduction due to plant closure | employee | 12 | |||||||
Bryan Restructuring | One-time Termination Benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | $ 300,000 | |||||||
Evansville Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Facility book value | 1,000,000 | 1,000,000 | ||||||
Evansville Restructuring | One-time Termination Benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 300,000 | |||||||
Evansville Restructuring | Other Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 800,000 | |||||||
Evansville Restructuring | Contract Termination Restructuring Expense | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 400,000 | |||||||
Evansville Restructuring | Contract Termination Leased Facility Remaining Payments | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | $ 1,100,000 | |||||||
Evansville Restructuring | All Restructuring Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | $ 1,500,000 | |||||||
Port Huron Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Workforce reduction due to plant closure | employee | 7 | |||||||
Future expected costs | 0 | |||||||
Port Huron Restructuring | One-time Termination Benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 100,000 | |||||||
Port Huron Restructuring | Other Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 300,000 | |||||||
Fort Smith Restructuring | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Workforce reduction due to plant closure | employee | 20 | |||||||
Future expected costs | 0 | |||||||
Fort Smith Restructuring | One-time Termination Benefits | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | 200,000 | |||||||
Fort Smith Restructuring | Other Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | $ 600,000 | |||||||
Scenario, Forecast | Bryan Restructuring | Other Costs | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Amount of restructuring cost incurred | $ 600,000 |
Restructuring - Liability (Deta
Restructuring - Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 0 | ||
Provision for estimated expenses incurred during the year | 2,752 | $ 1,156 | $ 0 |
Payments made during the year | 2,198 | ||
Ending balance | 554 | 0 | |
Employee Termination Benefits Liability | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Provision for estimated expenses incurred during the year | 1,380 | ||
Payments made during the year | 942 | ||
Ending balance | 438 | 0 | |
Other Exit Costs Liability | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Provision for estimated expenses incurred during the year | 1,372 | ||
Payments made during the year | 1,256 | ||
Ending balance | 116 | 0 | |
Port Huron Restructuring | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Provision for estimated expenses incurred during the year | 1,156 | ||
Payments made during the year | 1,156 | ||
Ending balance | 0 | 0 | |
Port Huron Restructuring | Employee Termination Benefits Liability | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Provision for estimated expenses incurred during the year | 299 | ||
Payments made during the year | 299 | ||
Ending balance | 0 | 0 | |
Port Huron Restructuring | Other Exit Costs Liability | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 0 | 0 | |
Provision for estimated expenses incurred during the year | 857 | ||
Payments made during the year | 857 | ||
Ending balance | $ 0 | $ 0 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) | Feb. 25, 2020$ / sharesshares | Sep. 30, 2019$ / sharesshares | Jun. 11, 2019member$ / sharesshares | Sep. 15, 2017 | Jan. 01, 2014$ / shares | May 31, 2019shares | Dec. 29, 2019USD ($)$ / sharesshares | Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2016shares | Jan. 03, 2016shares | Dec. 29, 2013shares |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Share price (in dollars per share) | $ 4.01 | |||||||||||
Selling, General and Administrative Expenses | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Allocated share-based compensation expense | $ | $ 150,000 | $ 100,000 | $ 200,000 | |||||||||
Employee Stock Option | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Unrecognized compensation cost | $ | $ 200,000 | |||||||||||
Compensation cost, weighted average period (in years) | 1 year 6 months | |||||||||||
The 2013 Stock Incentive Plan | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 495,000 | |||||||||||
Granted (in dollars per share) | $ 3.33 | |||||||||||
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) | shares | 495,000 | |||||||||||
Expiration period | 10 years | |||||||||||
Risk-free rate | 1.63% | |||||||||||
Expected volatility | 40.00% | |||||||||||
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% | |||||||||||
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% | |||||||||||
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% | |||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 72,500 | |||||||||||
Granted (in dollars per share) | $ 2.89 | |||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 50.00% | |||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | |||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | Award vesting, first anniversary | Employee Stock Option | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 50.00% | |||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | |||||||||||
2014 Omnibus Performance Award Plan | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 30,000 | |||||||||||
Granted (in dollars per share) | $ 2.93 | |||||||||||
Number of shares authorized (in shares) | shares | 450,000 | 250,000 | ||||||||||
Number of board members | member | 1 | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ 1.10 | |||||||||||
2014 Omnibus Performance Award Plan | Employee Stock Option | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Risk-free rate | 1.63% | 1.81% | ||||||||||
Expected volatility | 40.00% | 40.00% | ||||||||||
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% | |||||||||||
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% | |||||||||||
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% | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Employee Stock Option, Non Statutory | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 140,000 | |||||||||||
Granted (in dollars per share) | $ 2.89 | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Employee Stock Option, Incentive | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 72,500 | |||||||||||
Granted (in dollars per share) | $ 2.89 | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option, Non Statutory | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 40.00% | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option, Incentive | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 50.00% | |||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting, first anniversary | Employee Stock Option, Non Statutory | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 20.00% | |||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting, first anniversary | Employee Stock Option, Incentive | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Award vesting rights, percentage | 50.00% | |||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | |||||||||||
The 2013 Plan and The 2014 Plan | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 315,000 | |||||||||||
Granted (in dollars per share) | $ 2.89 | |||||||||||
Forfeited or expired (in shares) | shares | 180,000 | 202,200 | ||||||||||
Subsequent Event | 2014 Omnibus Performance Award Plan | Chief Executive Officer | Employee Stock Option, Incentive | ||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||||
Shares granted (in shares) | shares | 30,000 | |||||||||||
Granted (in dollars per share) | $ 3.32 |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option | Sep. 30, 2019 | Jun. 11, 2019 | Sep. 15, 2017 |
The 2013 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.00% | ||
Risk-free rate | 1.63% | ||
2014 Omnibus Performance Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.00% | 40.00% | |
Dividend yield | 0.00% | 0.00% | |
Expected term (in years) | 6 years | 6 years | |
Risk-free rate | 1.63% | 1.81% |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of stock options and stock awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Dec. 29, 2019 | Dec. 30, 2018 | |
Aggregate Intrinsic Value | |||
Share price (in dollars per share) | $ 4.01 | ||
The 2013 Plan and The 2014 Plan | |||
Number of Shares | |||
Outstanding at beginning of period (in shares) | 563,680 | ||
Granted (in shares) | 315,000 | ||
Exercised (in shares) | 0 | ||
Forfeited or expired (in shares) | 180,000 | 202,200 | |
Outstanding at end of period (in shares) | 676,480 | 563,680 | |
Vested and exercisable (in shares) | 383,480 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 7.25 | ||
Granted (in dollars per share) | 2.89 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited or expired (in dollars per share) | 6.38 | ||
Outstanding at end of period (in dollars per share) | 5.48 | $ 7.25 | |
Vested and exercisable (in dollars per share) | $ 7.35 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Outstanding weighted average remaining contractual term | 7 years 1 month 2 days | 5 years 7 months 9 days | |
Granted | 10 years | ||
Exercised | 0 years | ||
Forfeited or expired | 0 years | ||
Vested and exercisable | 5 years 1 month 2 days | ||
Aggregate Intrinsic Value | |||
Outstanding at end of period, aggregate intrinsic value | $ 471 | ||
Vested and exercisable, aggregate intrinsic value | $ 152 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. (loss) income | $ (11,154) | $ 1,017 | $ 3,878 |
Non-U.S. income | 2,123 | 3,544 | 3,742 |
(Loss) income before income taxes | $ (9,031) | $ 4,561 | $ 7,620 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Current tax expense: | |||
Federal | $ (17) | $ (27) | $ 1,207 |
State | 35 | 61 | 293 |
Foreign | 1,151 | 1,119 | 1,186 |
Total | 1,169 | 1,153 | 2,686 |
Deferred tax expense: | |||
Federal | (875) | (124) | (1,166) |
State | (80) | (14) | (236) |
Foreign | (177) | (153) | (151) |
Total | (1,132) | (291) | (1,553) |
Total income tax expense | $ 37 | $ 862 | $ 1,133 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred taxes (Details) - USD ($) | Dec. 29, 2019 | Dec. 30, 2018 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 227,000 | $ 174,000 |
Inventories | 313,000 | 140,000 |
Accrued payroll and benefits | 78,000 | 533,000 |
Goodwill and intangible assets | 504,000 | 0 |
Excess interest expense | 605,000 | 279,000 |
Foreign tax credit | 797,000 | 621,000 |
Other | 405,000 | 157,000 |
Deferred tax asset before valuation allowance | 2,929,000 | 1,904,000 |
Valuation allowance | (621,000) | (621,000) |
Deferred tax asset | 2,308,000 | 1,283,000 |
Property, plant, and equipment | (2,945,000) | (3,082,000) |
Goodwill and intangible assets | 0 | 0 |
Other | (8,000) | 0 |
Deferred tax liability | (2,953,000) | (3,082,000) |
Total deferred tax liability | $ (645,000) | $ (1,799,000) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ 621,000 | $ 621,000 | |
Deferred tax liability due to lowering of the U.S. corporate tax rate | $ (1,400,000) | ||
One time transition tax due to lowering of corporate tax rate | 800,000 | ||
Impact of U.S. tax reform | 0 | (80,000) | (559,000) |
Unrecognized tax benefits | 0 | 0 | |
Income tax penalties and interest | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of in_2
Income Taxes - Schedule of income taxes based on federal tax rate (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at US Statutory Tax Rate | $ (1,897,000) | $ 958,000 | $ 2,591,000 |
State income tax (benefit) expense, net of federal benefit | (28,000) | 23,000 | 66,000 |
Foreign tax rate differential | 174,000 | 252,000 | (206,000) |
U.S. Tax on non-U.S. income | 241,000 | 319,000 | 0 |
Goodwill impairment | 1,208,000 | 0 | 0 |
Implementation of U.S. Tax Reform Act | 0 | (80,000) | (559,000) |
Research and Development credits | (225,000) | (504,000) | (682,000) |
Other | 564,000 | (106,000) | (77,000) |
Total income tax expense | $ 37,000 | $ 862,000 | $ 1,133,000 |
Operating Leases - Narrative (D
Operating Leases - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 29, 2019USD ($)lease | Dec. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Leases, Operating [Abstract] | |||
Number of leases provided for escalating rents | lease | 5 | ||
Operating lease, total rent expense | $ | $ 2.3 | $ 2.4 | $ 2.2 |
Operating Leases - Schedule of
Operating Leases - Schedule of future minimum lease payments (Details) $ in Thousands | Dec. 29, 2019USD ($) |
Leases, Operating [Abstract] | |
2020 | $ 2,332 |
2021 | 2,210 |
2022 | 1,755 |
2023 | 1,175 |
2024 | 1,134 |
Thereafter | 6,457 |
Total | $ 15,063 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contribution amount | $ 0.2 | $ 0.5 | $ 0.5 |
Defined contribution plan, initial contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent | 100.00% | ||
Employer matching contribution, percent of employees gross pay | 3.00% | ||
Defined contribution plan, additional contribution | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent | 50.00% | ||
Employer matching contribution, percent of employees gross pay | 2.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jun. 11, 2019 | Mar. 18, 2013 | Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 |
Affiliated Entity | Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees | $ 0.3 | ||||
Expenses from management contract | $ 0.2 | $ 0.2 | $ 0.2 | ||
Management agreement, term | 5 years | ||||
Equity ownership percent to terminate agreement | 50.00% | ||||
Affiliated Entity | 6th Avenue Group Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from management contract | $ 0.2 | ||||
2014 Omnibus Performance Award Plan | |||||
Related Party Transaction [Line Items] | |||||
Granted (in shares) | 30,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Basic earnings per share calculation: | |||||||||||
Net income | $ 8 | $ (1,264) | $ (7,623) | $ (189) | $ (191) | $ 627 | $ 1,751 | $ 1,512 | $ (9,068) | $ 3,699 | $ 6,487 |
Weighted average shares outstanding (in shares) | 9,779,147 | 9,770,011 | 9,750,948 | ||||||||
Net income per share-basic (in dollars per share) | $ 0 | $ (0.13) | $ (0.78) | $ (0.02) | $ (0.02) | $ 0.06 | $ 0.18 | $ 0.16 | $ (0.93) | $ 0.38 | $ 0.67 |
Diluted earnings per share calculation: | |||||||||||
Net income | $ 8 | $ (1,264) | $ (7,623) | $ (189) | $ (191) | $ 627 | $ 1,751 | $ 1,512 | $ (9,068) | $ 3,699 | $ 6,487 |
Weighted average shares outstanding (in shares) | 9,779,147 | 9,770,011 | 9,750,948 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options (in shares) | 0 | 138,017 | 147,316 | ||||||||
Warrants (in shares) | 0 | 670 | 1,154 | ||||||||
Diluted weighted average shares outstanding (in shares) | 9,779,147 | 9,908,698 | 9,899,418 | ||||||||
Net income per share-diluted (in dollars per share) | $ 0 | $ (0.13) | $ (0.78) | $ (0.02) | $ (0.02) | $ 0.06 | $ 0.18 | $ 0.15 | $ (0.93) | $ 0.37 | $ 0.66 |
Employee Stock Option | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Number of securities considered in the computation of earnings per share (in shares) | 311,480 | 345,280 | |||||||||
Warrant | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Number of securities considered in the computation of earnings per share (in shares) | 1,185 | 1,185 | |||||||||
Warrants for Underwriters | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Number of securities considered in the computation of earnings per share (in shares) | 220,000 | 225,000 | |||||||||
Amount of antidilutive securities excluded from computation of earnings per share (in shares) | 141,000 | 141,000 | |||||||||
April 2016 | The 2013 Plan | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Amount of antidilutive securities excluded from computation of earnings per share (in shares) | 7,200 | 7,200 | |||||||||
April 2016 | 2014 Omnibus Performance Award Plan | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Amount of antidilutive securities excluded from computation of earnings per share (in shares) | 5,000 | 5,000 | |||||||||
September 2017 | The 2013 Plan | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Amount of antidilutive securities excluded from computation of earnings per share (in shares) | 5,000 | 5,000 | |||||||||
September 2017 | 2014 Omnibus Performance Award Plan | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Amount of antidilutive securities excluded from computation of earnings per share (in shares) | 15,000 | 15,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 29, 2019 | Sep. 29, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 30, 2018 | Sep. 30, 2018 | Jul. 01, 2018 | Apr. 01, 2018 | Dec. 29, 2019 | Dec. 30, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 35,583 | $ 38,550 | $ 38,889 | $ 39,467 | $ 39,812 | $ 42,052 | $ 45,742 | $ 47,304 | $ 152,489 | $ 174,910 | $ 175,288 |
Gross profit | 7,821 | 7,175 | 8,212 | 8,300 | 8,542 | 8,524 | 11,189 | 11,080 | 31,508 | 39,335 | 40,054 |
Operating income | 1,368 | (354) | (6,706) | 937 | 1,333 | 1,122 | 3,272 | 2,671 | (4,755) | 8,398 | 10,287 |
Net income | $ 8 | $ (1,264) | $ (7,623) | $ (189) | $ (191) | $ 627 | $ 1,751 | $ 1,512 | $ (9,068) | $ 3,699 | $ 6,487 |
Net income (loss) per share | |||||||||||
Basic (in dollars per share) | $ 0 | $ (0.13) | $ (0.78) | $ (0.02) | $ (0.02) | $ 0.06 | $ 0.18 | $ 0.16 | $ (0.93) | $ 0.38 | $ 0.67 |
Diluted (in dollars per share) | $ 0 | $ (0.13) | $ (0.78) | $ (0.02) | $ (0.02) | $ 0.06 | $ 0.18 | $ 0.15 | $ (0.93) | $ 0.37 | $ 0.66 |