Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 11, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37480 | |
Entity Registrant Name | UNIQUE FABRICATING, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1846791 | |
Entity Address, Address Line One | 800 Standard Parkway | |
Entity Address, City or Town | Auburn Hills | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48326 | |
City Area Code | 248 | |
Local Phone Number | 853-2333 | |
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | UFAB | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,779,147 | |
Entity Central Index Key | 0001617669 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Current assets | ||
Cash and cash equivalents | $ 1,759 | $ 650 |
Accounts receivable, net of reserves of approximately $0.8 million and $0.9 million at March 31, 2020 and December 29, 2019, respectively | 24,806 | 24,701 |
Inventory, net | 15,259 | 13,047 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other | 3,295 | 2,108 |
Refundable taxes | 1,207 | 1,049 |
Assets held for sale | 1,003 | 1,003 |
Total current assets | 47,329 | 42,558 |
Property, plant, and equipment, net | 23,096 | 23,415 |
Goodwill | 22,111 | 22,111 |
Intangible assets | 10,639 | 11,625 |
Other assets | ||
Operating leases | 11,421 | 0 |
Investments, at cost | 1,054 | 1,054 |
Deposits and other assets | 226 | 226 |
Deferred tax asset | 679 | 679 |
Total assets | 116,555 | 101,668 |
Current liabilities: | ||
Accounts payable | 14,956 | 9,324 |
Current maturities of long-term debt | 2,847 | 2,847 |
Accrued compensation | 764 | 1,225 |
Other accrued liabilities | 3,403 | 1,979 |
Total current liabilities | 21,970 | 15,375 |
Long-term debt, net of current maturities | 31,819 | 33,220 |
Line of credit | 11,750 | 11,418 |
Other long-term liabilities: | ||
Deferred tax liability | 874 | 1,324 |
Other liabilities | 11,796 | 871 |
Total liabilities | 78,209 | 62,208 |
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 March 31, 2020 and December 29, 2019, respectively | 10 | 10 |
Additional paid-in-capital | 46,034 | 46,011 |
Accumulated deficit | (7,698) | (6,561) |
Total stockholders’ equity | 38,346 | 39,460 |
Total liabilities and stockholders’ equity | $ 116,555 | $ 101,668 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 29, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0.8 | $ 0.9 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net sales | $ 34,976 | $ 39,467 |
Cost of sales | 27,901 | 31,167 |
Gross profit | 7,075 | 8,300 |
Selling, general, and administrative expenses | 5,865 | 7,273 |
Restructuring expenses | 920 | 91 |
Operating income | 290 | 936 |
Other income (expense): | ||
Other, net | (24) | 18 |
Interest expense | (1,666) | (1,100) |
Other expense, net | (1,690) | (1,082) |
(Loss) before income tax (benefit) expense | (1,400) | (146) |
Income tax (benefit) expense | (263) | 43 |
Net loss | $ (1,137) | $ (189) |
Earnings Per Share [Abstract] | ||
Basic (in dollars per share) | $ (0.12) | $ (0.02) |
Diluted (in dollars per share) | (0.12) | (0.02) |
Dividends declared per share (in dollars per share) | $ 0 | $ 0.05 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Stockholders' equity, beginning balance (in shares) at Dec. 30, 2018 | 9,779,147 | |||
Stockholders' equity, beginning balance at Dec. 30, 2018 | $ 48,888 | $ 10 | $ 45,882 | $ 2,997 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (189) | (189) | ||
Stock option expense | 33 | 33 | ||
Cash dividends paid | $ (489) | (489) | ||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2019 | 9,779,147 | |||
Stockholders' equity, ending balance at Mar. 31, 2019 | $ 48,243 | 10 | 45,915 | 2,319 |
Stockholders' equity, beginning balance (in shares) at Dec. 29, 2019 | 9,779,147 | |||
Stockholders' equity, beginning balance at Dec. 29, 2019 | $ 39,460 | 10 | 46,011 | (6,561) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (1,137) | (1,137) | ||
Stock option expense | $ 23 | 23 | ||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2020 | 9,779,147 | |||
Stockholders' equity, ending balance at Mar. 31, 2020 | $ 38,346 | $ 10 | $ 46,034 | $ (7,698) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,137) | $ (189) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,751 | 1,702 |
Amortization of debt issuance costs | 37 | 44 |
Loss on sale of assets | 12 | (7) |
Bad debt adjustment | 213 | 61 |
Loss on derivative instrument | 614 | 272 |
Stock option expense | 23 | 33 |
Deferred income taxes | (450) | (114) |
Changes in operating assets and liabilities that provided (used) cash: | ||
Accounts receivable | (318) | 528 |
Inventory | (2,266) | 415 |
Prepaid expenses and other assets | (1,344) | 251 |
Accounts payable | 5,968 | 62 |
Accrued and other liabilities | (848) | (1,487) |
Other, net | 593 | 0 |
Net cash provided by operating activities | 2,848 | 1,571 |
Cash Flows from Investing Activities | ||
Capital expenditures | (296) | (870) |
Proceeds from sale of property, plant and equipment | 5 | 7 |
Net cash used in investing activities | (291) | (863) |
Cash Flows from Financing Activities | ||
Net change in bank overdraft | (335) | 1,355 |
Payments on term loans | (1,425) | (1,925) |
Distribution of cash dividends | 0 | (489) |
Net cash used in financing activities | (1,448) | (813) |
Cash and cash equivalents: | ||
Net increase (decrease) in cash and cash equivalents | 1,109 | (105) |
Cash and cash equivalents at beginning of period | 650 | 1,410 |
Cash and cash equivalents at end of period | 1,759 | 1,305 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,513 | 1,051 |
Cash paid for Income taxes | 241 | 133 |
Line of credit for capital expenditures | ||
Cash Flows from Financing Activities | ||
Proceeds from (payments of) lines of credit | 0 | 700 |
Revolving credit facility | ||
Cash Flows from Financing Activities | ||
Proceeds from (payments of) lines of credit | $ 312 | $ (454) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business Unique Fabricating, Inc. (the “Company”) engineers and manufactures multi-material foam, rubber, and plastic components utilized in noise, vibration and harshness, acoustical management, water and air sealing, decorative and other functional applications. The Company operates as one operating and reportable segment. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The interim results for the periods presented may not be indicative of the Company's actual annual results. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 29, 2019. Going Concern The Company’s condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Refer to Note 6 for discussion of the Company’s financial covenant compliance. As of March 31, 2020, the Company was in compliance with its financial covenants. However, due to the impact of the COVID-19 pandemic on the Company and the global automotive industry, the Company projected it would not be in compliance with its financial covenants related to the Bank EBITDA for the twelve months ended June 30, 2020. In response to the anticipated impact of COVID-19, on April 23, 2020, the US Borrower and the CA Borrower (together the “Borrowers”) entered into the Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement and Loan Documents. The Seventh Amendment, among other things, (i) permits additional indebtedness in the form of unsecured loans authorized pursuant to and in compliance with the CARES Act under the Paycheck Protection Program of the U.S. Small Business Administration, in an aggregate amount not to exceed $6.0 million; (ii) defers the June 30, 2020 principal payments on the US Term Loan, CA Term Loan, and CAPEX Loan, with the deferred principal amounts payable at the existing maturity dates; (iii) waives the requirement to test Maximum Total Leverage Ratio, Minimum Debt Service Coverage Ratio and Minimum Unadjusted Consolidated EBITDA for the fiscal quarter ending June 30, 2020; (iv) allows the release of the lien on the Evansville, Indiana property and for the net cash proceeds from its sale to be applied against any outstanding balance on the Revolver, which will not permanently reduce the Revolving Credit Aggregate Commitment; (v) adds a weekly requirement for the Borrowers to deliver a 13-week cash flow forecast until September 30, 2020; and (vi) adds a 1.0% LIBOR Floor and 2.0% Base Rate Floor. While the Seventh Amendment waives the requirement to test the Maximum Total Leverage Ratio, Minimum Debt Service Coverage Ratio and Minimum Unadjusted Consolidated EBITDA for the second quarter of 2020, it does not waive these requirements for periods after the second quarter of 2020. Bank EBITDA, as defined, for the twelve months ended September 30, 2020, December 31, 2020, and March 31, 2021 is likely to result in the Company not being in compliance with its financial covenants, as these periods will include the financial results of the second quarter of 2020 which will be materially impacted by the COVID-19 pandemic. Absent an amendment or waiver, failure to be in compliance with the Company’s financial covenants would constitute a default when reported. Such a default, if not cured or waived, would allow the lenders to accelerate the maturity of the debt, making it due and payable at that time. If the maturity of the debt were accelerated, the Company would not have sufficient available liquidity to repay such debt within one year after the date that the financial statements are issued. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company has been actively discussing the impact the COVID-19 pandemic is expected to have on the Company’s ability to meet its financial covenants with the Administrative Agent and the need to modify the covenant terms through the periods that the Company believes may be impacted. The Company believes it is probable that the Company will obtain an amendment modifying the covenant terms prior to triggering a default. As a result, the Company has concluded that it’s plans to obtain covenant relief are probable of being achieved, to alleviating substantial doubt about the Company’s ability to continue as a going concern. Change in Quarter and Year-End Historically, the Company’s quarterly periods ended on the Sunday closest to the end of the calendar quarterly period. For 2019, the quarters and year to date period, which were 13 weeks, respectively, ended on March 31, June 30, September 29, and December 29, 2019. On March 13, 2020, the Company’s board of directors approved changing our quarterly periods to match calendar quarterly periods. The Company expects the impact of this change on our 2020 result of operations to be immaterial. All year, quarter, and three month references prior to 2020 relate to the Company’s fiscal year and fiscal quarters, unless otherwise stated. For ease of presentation, quarter and three months ended is used throughout this Quarterly Report on Form 10-Q to represent both the current year calendar quarterly periods and the prior year fiscal year periods. Concentration Risks The Company is exposed to significant concentration risks as follows: Customer and Credit — During the three months ended March 31, 2020 and three months ended March 31, 2019, the Company’s net sales were derived from customers principally engaged in the North American automotive industry. The following table presents the Company's 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: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 General Motors Company 17 % 18 % Fiat Chrysler Automobiles 14 % 15 % Ford Motor Company 10 % 11 % No customer represented more than 10 percent of direct Company sales for the three months ended March 31, 2020. GM accounted for 9 percent of direct Company sales for the three months ended March 31, 2020. Labor Markets — At March 31, 2020, of the Company’s hourly plant employees working in the United States manufacturing facilities, 40 percent were covered under a collective bargaining agreement which expires in August 2022 while another 6 percent were covered under a separate collective bargaining agreement that expires in February 2023. International Operations — The Company manufactures and sells products outside of the United States primarily in Mexico and Canada. Foreign operations are subject to various political, economic and other risks and uncertainties inherent in foreign countries. Among other risks, the Company’s operations may be subject to the risks of: restrictions on transfers of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; political conditions; and governmental regulations. The following table presents the percentage of the Company's total production in Mexico, Canada, and other foreign markets: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Mexico 23 % 19 % Canada 9 % 8 % Other — % 1 % The following table presents the percentage of the Company's total net sales represented by net sales from customers located in Mexico, Canada, and other foreign countries: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Mexico 23 % 18 % Canada 8 % 9 % Other — % 1 % |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses,” which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. In November 2019, the FASB issued ASU 2019-10, which established the effective date of the new standard for smaller reporting companies as fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact, if any the adoption of the new credit losses model will have on its financial statements. In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We have identified our existing lease contracts and calculated the right of use assets, which are reflected in Other Assets on the Condensed Consolidated Balance Sheets, and lease liabilities, which are reflected in the Other Accrued Liabilities on the Condensed Consolidated Balance Sheets. This guidance was effective for the Company as of January 1, 2020. Adoption of the new standard resulted in the recording of right-of-use assets and liabilities of $12.1 million and $12.8 million as of January 1, 2020. The FASB has issued further ASUs related to the standard providing an optional transition method allowing entities to not recast comparative periods. The Company elected the practical expedients upon transition that retained the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company has approximately $12.3 million of noncancelable future rental obligations as of March 31, 2020, as shown in Note 11. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents the Company's net sales disaggregated by major sales channel for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Net Sales Transportation $ 32,012 $ 34,015 Appliance 2,779 3,754 Other 185 1,698 Total $ 34,976 $ 39,467 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 to a customer 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. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consist of the following (in thousands): March 31, December 29, Raw materials $ 9,460 $ 7,963 Work in progress 618 129 Finished goods 5,181 4,955 Total inventory $ 15,259 $ 13,047 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 obsolete inventory was $0.9 million and $1.0 million at March 31, 2020 and December 29, 2019, respectively. Included in inventory are assets located in Mexico with a carrying amount of $3.2 million at March 31, 2020 and $3.6 million at December 29, 2019, and assets located in Canada with a carrying amount of $1.2 million at March 31, 2020 and $1.0 million at December 29, 2019. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment, Net Property, plant, and equipment, net consists of the following (in thousands): March 31, December 29, Depreciable Land $ 1,663 $ 1,663 Buildings 5,934 5,934 23 – 40 Shop equipment 23,053 22,982 7 – 10 Leasehold improvements 1,225 1,234 3 – 10 Office equipment 1,858 1,866 3 – 7 Mobile equipment 160 190 3 Construction in progress 1,888 1,543 Total cost 35,781 35,412 Less: Accumulated depreciation 12,685 11,997 Net property, plant, and equipment, net $ 23,096 $ 23,415 Depreciation expense was $0.7 million for the three months ended March 31, 2020, and $0.7 million for the three months ended March 31, 2019. Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $4.1 million and $4.1 million at March 31, 2020 and December 29, 2019, respectively, and assets located in Canada with a carrying amount of $0.6 million and $0.6 million at March 31, 2020 and December 29, 2019, respectively. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Credit Agreement On April 29, 2016, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower”) and Citizens Bank, National Association (“Citizens”), acting as lender and Administrative Agent, and other lenders, entered into a credit agreement (the “Credit Agreement”) providing for borrowings of up to the aggregate principal amount of $62.0 million. The Credit Agreement was a senior secured credit facility and consisted of a revolving line of credit of up to $30.0 million (the “Revolver”) to the US Borrower, a $17.0 million principal amount term loan (the “US Term Loan”) to the US Borrower, and a $15.0 million principal amount term loan (the “CA Term Loan”) to the CA Borrower. At Closing, the US Term Loan and the CA Term Loan were fully funded and the US Borrower borrowed approximately $22.9 million under the Revolver. On August 18, 2017, the US Borrower and the CA Borrower entered into the Second Amendment (the “Amendment”) to the Credit Agreement, with Citizens, acting as Administrative Agent, and other lenders. The Amendment converted $4.0 million of outstanding borrowings under the Revolver into an additional $4.0 million term loan to the US Borrower (the “US Term Loan II”). The conversion of a portion of the outstanding borrowings under the Revolver did not reduce the aggregate amount available to be borrowed under it. On August 8, 2018, the US Borrower and the CA Borrower entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, with Citizens, acting as Administrative Agent, and other lenders. The Fourth Amendment required the Company to use the net proceeds from the sale of the Ft. Smith, Arkansas building to reduce the outstanding borrowings under the Revolver. The application of the net proceeds did not permanently reduce the amounts that could be borrowed under the Revolver. The Fourth Amendment also eased, for the fiscal quarter ended September 30, 2018, the financial covenant ratio which determined the Company's ability to pay dividends. On September 20, 2018, the US Borrower and the CA Borrower entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement, with Citizens, acting as Administrative Agent, and other lenders. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its then maximum of $30.0 million. This increase implemented by the Fifth Amendment was effective until October 31, 2018, at which point the maximum amount that could be borrowed under the Revolver reverted back to $30.0 million and was replaced by the Amended and Restated Credit Agreement described below. Amended and Restated Credit Agreement On November 8, 2018, the US Borrower and the CA Borrower entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement which is a five two The Revolver, New US Term Loan, and CA Term Loan all mature on November 7, 2023 and bear interest at the Company's election of either (i) the greater of the Prime Rate or the Federal Funds Effective Rate (the “Base Rate”) or (ii) the LIBOR rate, plus an applicable margin ranging from 1.75% to 3.25% per annum in the case of the Base Rate and 2.75% to 4.25% per annum in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds, measured quarterly, as increased by the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement which is further described below. The fair value of debt at March 31, 2020 under the Revolver, New US Term Loan and CA Term Loan approximates book value based on the variable terms. In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and the New US and CA Term Loans not to exceed a $10.0 million principal amount, in the aggregate, provided that before and after giving effect to the proposed increase (and any transactions to be consummated using proceeds of the increase), the total leverage and debt service coverage ratios do not exceed specified amounts. The Amended and Restated Credit Agreement also provides for the issuance of letters of credit with a face amount of up to a $2.0 million, in the aggregate, provided that any letter of credit that is issued will reduce availability under the Revolver. As of March 31, 2020, $11.6 million was outstanding under the Revolver. This amount is gross of debt issuance costs which are further described in the next section. The Revolver had an effective interest rate of 5.92% percent per annum at March 31, 2020, and is secured by substantially all of the Company’s assets. At March 31, 2020, the maximum additional available borrowings under the Revolver was $11.7, 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 $6.9 million. Long term debt consists of the following (in thousands): March 31, December 29, New US Term Loan, payable to lenders in quarterly installments of $0.3 million through September 30, 2020, $0.6 million through September 30, 2021, and $0.8 million through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 5.853% per annum at March 31, 2020. At March 31, 2020, the balance of the New US Term Loan is presented net of a debt discount of $0.3 million from costs paid to or on behalf of the lenders. $ 23,725 $ 24,383 CA Term Loan, payable to lenders in quarterly installments of $0.4 million through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 5.853% per annum at March 31, 2020. At March 31, 2020, the balance of the CA Term Loan is presented net of a debt discount of $0.1 million from costs paid to or on behalf of the lenders. $ 9,641 $ 10,384 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 5.862% per annum at March 31, 2020. 1,300 1,300 Total debt excluding Revolver 34,666 36,067 Less current maturities 2,847 2,847 Long-term debt – Less current maturities $ 31,819 $ 33,220 Debt Issuance Costs Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as a debt discount and are also shown as a reduction of the associated debt instrument. Debt issuance costs on term debt are amortized using the straight line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight line basis over the term of the related debt. At March 31, 2020 and December 29, 2019, debt issuance costs were $0.3 million and $0.3 million, respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $0.4 million and $0.4 million, respectively. On November 8, 2018, the Company amended its Credit Agreement, to increase the Company's term loan debt. The Company reviewed this amendment for extinguishment accounting and concluded that there were no remaining debt issuance costs not amortized on the revolving debt facility qualified for extinguishment accounting and recognized a loss on extinguishment immediately. The remaining unamortized debt issuance costs not extinguished on the old revolving debt facility and all of the of remaining unamortized debt issuance costs on the term loans did not meet extinguishment accounting and therefore were carried forward to the new revolving debt facility and term loans. Amortization expense of both debt issuance costs and debt discounts has been recognized as a component of interest expense in the amounts of $0.04 million for the three months ended March 31, 2020, and $0.04 million for the three months ended March 31, 2019, respectively. Covenant Compliance The Amended and Restated Credit Agreement contains customary negative covenants and requires that the Company comply with various financial covenants, including a total leverage ratio and debt service coverage ratio, as defined in the Amended and Restated Credit Agreement. As of December 29, 2019, the Company was in compliance with these financial covenants. Additionally, the New US Term Loan and CA Term Loan each contains a clause, effective December 30, 2018, that requires an excess cash flow payment to be made to the lenders to reduce the New US Term Loan and CA Term Loan if the Company’s cash flow exceeds certain thresholds as defined by the Amended and Restated Credit Agreement. No payments were required to be made in the three months ended March 31, 2020. As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the Waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. As a result of this waiver, the lenders did not accelerate the maturity of the debt. On June 14, 2019, the Company entered into the Waiver and Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. On June 28, 2019, the Company entered into the Waiver and Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined 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 Fifth Amendment as of March 31, 2020. On April 3, 2020, the company entered into the Sixth Amendment to the Credit Agreement and Loan Documents (the “Sixth Amendment”). The Sixth Amendment, amended the definition of consolidated EBITDA to include, as an addition to consolidated net income, an amount equal to $0.6 million resulting from a non-cash inventory write-off taken during the third fiscal quarter in fiscal 2019, amended the definition of “fiscal year” to reflect that we changed our fiscal year to end on December 31, commencing with the 2020 fiscal year, eliminate the requirement for a monthly Covenant Compliance Report and provide for payment of the Capex Loan principal installment that was due December 31, 2019, but was not paid due to an internal system miscalculation by the Agent. As of March 31, 2020, the Company was in compliance with its financial covenants. However, due to the impact of the COVID-19 pandemic on the Company and the global automotive industry, the Company anticipated that it was likely that the Bank EBITDA for the twelve months ended June 30, 2020 was likely to result in the Company not being in compliance with its financial covenants. In response to the anticipated impact of COVID-19, on April 23, 2020, the US Borrower and the CA Borrower (together the “Borrowers”) entered into the Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement and Loan Documents. The Seventh Amendment, among other things, (i) permits additional indebtedness in the form of unsecured loans authorized pursuant to and in compliance with the CARES Act under the Paycheck Protection Program of the U.S. Small Business Administration, in an aggregate amount not to exceed $6.0 million; (ii) defers the June 30, 2020 principal payments on the US Term Loan, CA Term Loan, and CAPEX Loan, with the deferred principal amounts payable at the existing maturity dates; (iii) waives the requirement to test Maximum Total Leverage Ratio, Minimum Debt Service Coverage Ratio and Minimum Unadjusted Consolidated EBITDA for the fiscal quarter ending June 30, 2020; (iv) allows the release of the lien on the Evansville, Indiana property and for the net cash proceeds from its sale to be applied against any outstanding balance on the Revolver, which will not permanently reduce the Revolving Credit Aggregate Commitment; (v) adds a weekly requirement for the Borrowers to deliver a 13-week cash flow forecast until September 30, 2020; and (vi) adds a 1.0% LIBOR Floor and 2.0% Base Rate Floor. Refer to Note 1 for discussion of future covenant compliance and consideration of our ability to continue as a going concern. Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows (in thousands): 2020 $ 1,506 2021 4,176 2022 4,912 2023 36,464 2024 — Thereafter — Total 47,058 Discounts (359) Debt issuance costs (284) Total debt – Net $ 46,415 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap The Company holds a derivative financial instrument, in the form of an interest rate swap, as required by its Credit Agreement and Amended and Restated Credit Agreement, for the purpose of hedging certain identifiable transactions in order to mitigate risks relating to the variability of future earnings and cash flows caused by interest rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The interest rate swap is recognized in the accompanying condensed consolidated balance sheets at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized currently in net income as interest expense in the accompanying condensed consolidated statements of operations. Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into an interest rate swap which requires the Company to pay a fixed rate of 1.055 percent per annum while receiving a variable rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount. The notional amount at the effective date was $16.7 million which decreased by $0.3 million each quarter until June 30, 2017, and thereafter 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 which requires the Company to pay a fixed rate of 1.093 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR, for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1.9 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 that requires the Company to pay a fixed rate of 3.075 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5.0 million which increased by $0.4 million each quarter until June 28, 2019 when the notional amount increased to $17.5 million due to the interest rate swap from 2016 described above expiring. Since June 28, 2019, the notional amount then decreased 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 March 31, 2020, the fair value of all swaps was in a net liability position of $1.5 million and is included in other accrued liabilities and other long term liabilities in the condensed consolidated balance sheets. The Company paid $0.8 million in net monthly settlements with respect to the interest rate swaps for the three months ended March 31, 2020. At March 31, 2019, the fair value of the swaps was a net liability of $0.6 million, of which $0.04 million was included in current assets in the condensed consolidated balance sheets and $0.6 million was included in other long-term liabilities in the condensed consolidated balance sheets. The Company received $0.05 million in net monthly settlements in respect to the interest rate swaps for the three months ended March 31, 2019. Both the change in fair value and the net monthly settlements were included in interest expense in the condensed consolidated statements of operations. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company's restructuring activities are undertaken as necessary to implement management's strategy and improve operating results. The restructuring activities generally relate to realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, either in the normal course of business or pursuant to specific restructuring programs. 2019 Restructurings Bryan Restructuring On November 7, 2019, the Company made the decision to close its manufacturing facility in Bryan, Ohio. Approximately 43 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 has moved 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 and accelerated depreciation of the building right-of-use lease asset, was approximately $0.5 million during the three months ended March 31, 2020. Evansville Restructuring On July 16, 2019, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company ceased operations at the Evansville facility during the fourth quarter of 2019, and approximately 47 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 Evansville production to its manufacturing facilities in LaFayette, GA, Auburn Hills, MI, and Louisville, KY. 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. Costs incurred in the three months ended March 31, 2020, which consisted primarily of transportation and installation of equipment and the disposal of equipment and inventory was $0.4 million in the three months ended March 31, 2020. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's condensed consolidated statements of operations. The Company had $1.0 million and $1.2 million of remaining lease payments for a warehouse near the Evansville, Indiana facility as of March 31, 2020 and December 29, 2019, respectively. The Company is actively pursuing a sublease of the facility. The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2020 (in thousands). Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 Provision for estimated expenses to be incurred — 920 920 Payments made during the year and asset write offs 333 684 1,017 Accrual balance at March 31, 2020 $ 105 $ 352 $ 457 |
Stock Incentive Plans
Stock Incentive Plans | 3 Months Ended |
Mar. 31, 2020 | |
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 February 25, 2020, the compensation committee of the board of directors approved the issuance of 7,500 non statutory stock option awards to employees of the Company. All of the awards have an exercise price of $3.32 per share with a weighted average grant date fair value of $1.64 per share. These options vest 40% on February 25, 2021 and 20% on each of February 25, 2022, 2023, and 2024. 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. February 25, 2020 Expected volatility 52.00 % Dividend yield — % Expected term (in years) 6 Risk-free rate 1.21 % On April 6, 2020, subsequent to the end of the first quarter, the compensation committee of the board of directors approved the issuance of 12,500 non statutory stock option awards to the Company’s new Chief Financial Officer (“CFO”) with an exercise price of $2.36 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. 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 February 25, 2020, the compensation committee of the board of directors approved the issuance of 7,500 non statutory stock option awards to employees of the Company. All of the awards have an exercise price of $3.32 per share with a weighted average grant date fair value of $1.64 per share. These options vest 40% on February 25, 2021 and 20% on each of February 25, 2022, 2023, and 2024. The fair value of each of the option awards described above is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options for adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. February 25, 2020 Expected volatility 52.00 % Dividend yield — % Expected term (in years) 6 Risk-free rate 1.21 % On February 25, 2020, the compensation committee of the board of directors approved the issuance of 15,000 incentive stock option awards to employees of the Company with an exercise price of $3.32 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 1.21% and annualized volatility of 52.0%. On April 6, 2020, subsequent to the end of the first quarter, the compensation committee of the board of directors approved the issuance of 25,000 non statutory stock option awards to the Company’s new CFO with an exercise price of $2.36 per share. These awards vest 40 percent on April 6, 2021 and an additional 20 percent on each of April 6, 2022, 2023, and 2024. On April 6, 2020, subsequent to the end of the first quarter, the compensation committee of the board of directors approved the issuance of 12,500 incentive stock option awards to the Company’s new CFO with an exercise price of $2.36 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. A summary of option activity under both plans is presented below: Number of Weighted Weighted Average Remaining Aggregate Intrinsic Value (1) (dollars in thousands, except share data and exercise price) Outstanding at December 29, 2019 676,480 $ 5.48 7.1 $ 471,000 Granted 30,000 $ 3.32 9.9 Exercised — $ — 0.0 Forfeited or expired (2) 95,000 $ 6.91 0.0 Outstanding at March 31, 2020 611,480 $ 5.15 7.3 $ — Vested and exercisable at March 31, 2020 296,480 $ 7.43 4.9 $ — ———————————— (1) The aggregate intrinsic value above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying shares and multiplying this result by the related number of options outstanding and exercisable as of the period end date. As of March 31, 2020, there is no intrinsic value as the exercise prices are greater than the fair value. The estimated fair value of the shares is based on the closing price of the stock of $2.34 as of March 31, 2020 and $4.01 as of December 29, 2019. (2) Includes the 65,000 shares forfeited by the Company’s former Chief Financial Officer as a result of his October 2019 departure. The Company recorded compensation expense of $22.8 thousand for the three months ended March 31, 2020, and $32.7 thousand for the three months ended March 31, 2019, in its condensed consolidated statements of operations, as a component of sales, general and administrative expenses. The income tax (expense) benefit related to share based compensation expense was immaterial for all periods presented. As of March 31, 2020, there was $298.3 thousand 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 5.2 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim tax reporting we estimate our annual effective tax rate and apply it to our year to date income before income taxes. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effect of changes in tax laws or rates, are reported in the interim period in which they occur, if applicable. Income tax (benefit) expense for the three months ended March 31, 2020 was $(0.3) million, compared to $0.04 million for the three months ended March 31, 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company records a right-of-use (“ROU”) asset and lease liability for substantially all leases for which it is a lessee, in accordance with ASC 842. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has no significant lease agreements in place for which the Company is a lessor. At inception of a contract, the Company considers all relevant facts and circumstances to assess whether or not the contract represents a lease by determining whether or not the contract conveys the right to control the use of an identified asset, either explicit or implicit, for a period of time in exchange for consideration. The Company leases certain industrial spaces, office space, land, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from generally one Leased assets and liabilities included within the condensed consolidated balance sheets consist of the following (in thousands): Classification March 31, 2020 Right-of-Use-Assets Operating Operating leases $ 11,421 Liabilities Current Operating Other accrued liabilities $ 2,247 Non-current Operating Non-current liabilities 10,046 Total lease liabilities $ 12,293 Lease costs included in the condensed consolidated statements of operations consist of the following (in thousands): Classification March 31, 2020 Lease cost Cost of sales, selling expenses and general and administrative expense $ 795 Maturity of the Company’s lease liabilities as of March 31, 2020 is as follows (in thousands): 2020 (remainder) $ 2,191 2021 2,807 2022 1,887 2023 1,154 2024 1,116 Thereafter 6,458 Total lease payments 15,613 Less: interest 3,320 Present value of lease payments $ 12,293 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Remaining lease term and discount rates are as follows: March 31, 2020 Weighted average remaining lease term (years) 7.6 Weighted average discount rate 6.3% Lease costs included in the condensed consolidated statements of cash flows are as follows (in thousands): Three months ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 827 |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement PlansThe Company maintains a defined contribution plan covering certain full time salaried employees. Employees can make elective contributions to the plan. The Company contributes a match on 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 $0.08 million for the three months ended March 31, 2020 and $0.15 million for the three months ended March 31, 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Effective March 18, 2013, the Company is a party to 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 to any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $0.06 million for the three months March 31, 2020 and $0.06 million or the three months ended March 31, 2019. The management agreement had an initial term of five years, expiring on March 18, 2020, and renews automatically annually for additional one year terms. The current term expires on March 18, 2021. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer also collectively own 50% of the equity securities owned by either of them on March 18, 2013. In 2019, following the May 6, 2019 resignation of the Company’s Chief Executive Officer, 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 providing assistance for long term strategic planning for the Company as well as aiding in helping the Company with CEO transition services. The services provided by 6th Avenue Group ended in 2019. On June 11, 2019, this |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates. Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value. Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item. In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item. The Company measures its interest rate swaps at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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 reconciliation of the numerator and the denominator of basic and diluted loss per share for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per share amounts): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Numerator: Net (loss) income $ (1,137) $ (189) Denominator: Weighted average shares outstanding, basic 9,779,147 9,779,147 Dilutive effect of stock-based awards — — Weighted average share outstanding, diluted 9,779,147 9,779,147 Basic loss per share $ (0.12) $ (0.02) Diluted loss per share $ (0.12) $ (0.02) The effect of certain common stock equivalents were excluded from the computation of weighted average diluted shares outstanding for the three months ended March 31, 2020 and 2019, as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents is provided in the table below: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Number of options 611,480 563,680 Exercise price of options $2.89 - $12.50 $3.33 - $12.50 Warrants (1) 142,185 142,185 Exercise price of warrants $3.33 - $11.88 $3.33 - $11.88 _________________________________ |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | ContingenciesThe Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Paycheck Protection Program Loan On April 24, 2020, the Company entered into a Promissory Note (“PPP Note”) for $6.0 million with Citizens Bank, National Association, pursuant to the U.S. Small Business Administration Paycheck Protection Program under Title I of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act passed by Congress and signed into law on March 27, 2020. The PPP Note is unsecured, bears interest at 1.00% per annum, with principal and interest payments deferred for the first six months, and matures in two years. The principal is payable in equal monthly installments, with interest, beginning on the first business day after the end of the deferment period. The PPP Note may be forgiven subject to the terms of the Paycheck Protection Program. Additionally, certain acts of the Company, including but not limited to: (i) the failure to pay any taxes when due, (ii) becoming the subject of a proceeding under any bankruptcy or insolvency law, (iii) making an assignment for the benefit of creditors, or (iv) reorganizing, merging, consolidating or otherwise changing ownership or business structure without PPP Lender’s prior written consent, are considered events of default which grant Lender the right to seek immediate payment of all amounts owing under the PPP Note. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying condensed consolidated financial statements contain all material adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position of the Company, its results of operations, and its cash flows. The interim results for the periods presented may not be indicative of the Company's actual annual results. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 29, 2019. |
Change in Quarter and Year-End | Historically, the Company’s quarterly periods ended on the Sunday closest to the end of the calendar quarterly period. For 2019, the quarters and year to date period, which were 13 weeks, respectively, ended on March 31, June 30, September 29, and December 29, 2019. On March 13, 2020, the Company’s board of directors approved changing our quarterly periods to match calendar quarterly periods. The Company expects the impact of this change on our 2020 result of operations to be immaterial. All year, quarter, and three month references prior to 2020 relate to the Company’s fiscal year and fiscal quarters, unless otherwise stated. For ease of presentation, quarter and three months ended is used throughout this Quarterly Report on Form 10-Q to represent both the current year calendar quarterly periods and the prior year fiscal year periods. |
New Accounting Pronouncements | In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses,” which introduced new guidance for an approach based on expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. In November 2018, the FASB issued ASU 2018-19, which clarifies that operating lease receivables are outside the scope of the new standard. In November 2019, the FASB issued ASU 2019-10, which established the effective date of the new standard for smaller reporting companies as fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact, if any the adoption of the new credit losses model will have on its financial statements.In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We have identified our existing lease contracts and calculated the right of use assets, which are reflected in Other Assets on the Condensed Consolidated Balance Sheets, and lease liabilities, which are reflected in the Other Accrued Liabilities on the Condensed Consolidated Balance Sheets. This guidance was effective for the Company as of January 1, 2020. Adoption of the new standard resulted in the recording of right-of-use assets and liabilities of $12.1 million and $12.8 million as of January 1, 2020. The FASB has issued further ASUs related to the standard providing an optional transition method allowing entities to not recast comparative periods. The Company elected the practical expedients upon transition that retained the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. |
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 to a customer 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. |
Fair Value Measurement | Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates. Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value. Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item. In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item. The Company measures its interest rate swaps at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market. |
Nature of Business and Basis _3
Nature of Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk | The following table presents the Company's 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: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 General Motors Company 17 % 18 % Fiat Chrysler Automobiles 14 % 15 % Ford Motor Company 10 % 11 % Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Mexico 23 % 19 % Canada 9 % 8 % Other — % 1 % The following table presents the percentage of the Company's total net sales represented by net sales from customers located in Mexico, Canada, and other foreign countries: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Mexico 23 % 18 % Canada 8 % 9 % Other — % 1 % |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's net sales disaggregated by major sales channel for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Net Sales Transportation $ 32,012 $ 34,015 Appliance 2,779 3,754 Other 185 1,698 Total $ 34,976 $ 39,467 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following (in thousands): March 31, December 29, Raw materials $ 9,460 $ 7,963 Work in progress 618 129 Finished goods 5,181 4,955 Total inventory $ 15,259 $ 13,047 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment, net consists of the following (in thousands): March 31, December 29, Depreciable Land $ 1,663 $ 1,663 Buildings 5,934 5,934 23 – 40 Shop equipment 23,053 22,982 7 – 10 Leasehold improvements 1,225 1,234 3 – 10 Office equipment 1,858 1,866 3 – 7 Mobile equipment 160 190 3 Construction in progress 1,888 1,543 Total cost 35,781 35,412 Less: Accumulated depreciation 12,685 11,997 Net property, plant, and equipment, net $ 23,096 $ 23,415 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long term debt consists of the following (in thousands): March 31, December 29, New US Term Loan, payable to lenders in quarterly installments of $0.3 million through September 30, 2020, $0.6 million through September 30, 2021, and $0.8 million through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 5.853% per annum at March 31, 2020. At March 31, 2020, the balance of the New US Term Loan is presented net of a debt discount of $0.3 million from costs paid to or on behalf of the lenders. $ 23,725 $ 24,383 CA Term Loan, payable to lenders in quarterly installments of $0.4 million through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 5.853% per annum at March 31, 2020. At March 31, 2020, the balance of the CA Term Loan is presented net of a debt discount of $0.1 million from costs paid to or on behalf of the lenders. $ 9,641 $ 10,384 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 5.862% per annum at March 31, 2020. 1,300 1,300 Total debt excluding Revolver 34,666 36,067 Less current maturities 2,847 2,847 Long-term debt – Less current maturities $ 31,819 $ 33,220 |
Schedule of Maturities of Long-Term Debt | Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows (in thousands): 2020 $ 1,506 2021 4,176 2022 4,912 2023 36,464 2024 — Thereafter — Total 47,058 Discounts (359) Debt issuance costs (284) Total debt – Net $ 46,415 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liability | The table below summarizes the activity in the restructuring liability for the three months ended March 31, 2020 (in thousands). Employee Termination Benefits Liability Other Exit Costs Liability Total Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 Provision for estimated expenses to be incurred — 920 920 Payments made during the year and asset write offs 333 684 1,017 Accrual balance at March 31, 2020 $ 105 $ 352 $ 457 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Valuation Assumptions | February 25, 2020 Expected volatility 52.00 % Dividend yield — % Expected term (in years) 6 Risk-free rate 1.21 % February 25, 2020 Expected volatility 52.00 % Dividend yield — % Expected term (in years) 6 Risk-free rate 1.21 % |
Schedule of Stock Options and Stock Appreciation Rights Award Activity | A summary of option activity under both plans is presented below: Number of Weighted Weighted Average Remaining Aggregate Intrinsic Value (1) (dollars in thousands, except share data and exercise price) Outstanding at December 29, 2019 676,480 $ 5.48 7.1 $ 471,000 Granted 30,000 $ 3.32 9.9 Exercised — $ — 0.0 Forfeited or expired (2) 95,000 $ 6.91 0.0 Outstanding at March 31, 2020 611,480 $ 5.15 7.3 $ — Vested and exercisable at March 31, 2020 296,480 $ 7.43 4.9 $ — ———————————— (1) The aggregate intrinsic value above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying shares and multiplying this result by the related number of options outstanding and exercisable as of the period end date. As of March 31, 2020, there is no intrinsic value as the exercise prices are greater than the fair value. The estimated fair value of the shares is based on the closing price of the stock of $2.34 as of March 31, 2020 and $4.01 as of December 29, 2019. (2) Includes the 65,000 shares forfeited by the Company’s former Chief Financial Officer as a result of his October 2019 departure. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Balance Sheet and Weighted-Average Lease Information | Leased assets and liabilities included within the condensed consolidated balance sheets consist of the following (in thousands): Classification March 31, 2020 Right-of-Use-Assets Operating Operating leases $ 11,421 Liabilities Current Operating Other accrued liabilities $ 2,247 Non-current Operating Non-current liabilities 10,046 Total lease liabilities $ 12,293 March 31, 2020 Weighted average remaining lease term (years) 7.6 Weighted average discount rate 6.3% |
Lease Cost Information | Lease costs included in the condensed consolidated statements of operations consist of the following (in thousands): Classification March 31, 2020 Lease cost Cost of sales, selling expenses and general and administrative expense $ 795 Lease costs included in the condensed consolidated statements of cash flows are as follows (in thousands): Three months ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 827 |
Lease Maturity | Maturity of the Company’s lease liabilities as of March 31, 2020 is as follows (in thousands): 2020 (remainder) $ 2,191 2021 2,807 2022 1,887 2023 1,154 2024 1,116 Thereafter 6,458 Total lease payments 15,613 Less: interest 3,320 Present value of lease payments $ 12,293 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the reconciliation of the numerator and the denominator of basic and diluted loss per share for the three months ended March 31, 2020 and 2019 (dollars in thousands, except per share amounts): Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Numerator: Net (loss) income $ (1,137) $ (189) Denominator: Weighted average shares outstanding, basic 9,779,147 9,779,147 Dilutive effect of stock-based awards — — Weighted average share outstanding, diluted 9,779,147 9,779,147 Basic loss per share $ (0.12) $ (0.02) Diluted loss per share $ (0.12) $ (0.02) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share | A summary of these anti-dilutive common stock equivalents is provided in the table below: Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Number of options 611,480 563,680 Exercise price of options $2.89 - $12.50 $3.33 - $12.50 Warrants (1) 142,185 142,185 Exercise price of warrants $3.33 - $11.88 $3.33 - $11.88 _________________________________ |
Nature of Business and Basis _4
Nature of Business and Basis of Presentation - Narrative (Details) $ in Millions | Apr. 23, 2020USD ($) | Mar. 31, 2020segment |
Concentration Risk [Line Items] | ||
Number of operating segments | 1 | |
Number of reportable segments | 1 | |
Amended And Restated Credit Agreement | Subsequent Event | PPP under CARES Act | ||
Concentration Risk [Line Items] | ||
Debt instrument, covenant, debt amount, maximum | $ | $ 6 | |
Minimum | Line of credit | Amended And Restated Credit Agreement | Secured debt | Subsequent Event | PPP under CARES Act | LIBOR | ||
Concentration Risk [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Minimum | Line of credit | Amended And Restated Credit Agreement | Secured debt | Subsequent Event | PPP under CARES Act | Base Rate | ||
Concentration Risk [Line Items] | ||
Basis spread on variable rate | 2.00% | |
Customer concentration risk | Direct Company Sales | General Motors Company | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 9.00% | |
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring August 2022 | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 40.00% | |
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring February 2023 | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 6.00% |
Nature of Business and Basis _5
Nature of Business and Basis of Presentation - Customers' Net Sales as a Percentage of Total Net Sales (Details) - Sales revenue, net - Customer concentration risk | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
General Motors Company | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 17.00% | 18.00% |
Fiat Chrysler Automobile | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 14.00% | 15.00% |
Ford Motor Company | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 10.00% | 11.00% |
Nature of Business and Basis _6
Nature of Business and Basis of Presentation - Production in Foreign Markets (Details) - Cost of Goods and Service Benchmark - Geographic Concentration Risk | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Mexico | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 23.00% | 19.00% |
Canada | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 9.00% | 8.00% |
Non-US Countries Excluding Mexico and Canada | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 0.00% | 1.00% |
Nature of Business and Basis _7
Nature of Business and Basis of Presentation - Sales Derived from Customers Located in Foreign Countries (Details) - Geographic Concentration Risk - Sales revenue, net | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Mexico | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 23.00% | 18.00% |
Canada | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 8.00% | 9.00% |
Non-US Countries Excluding Mexico and Canada | ||
Product Information [Line Items] | ||
Concentration risk (percentage) | 0.00% | 1.00% |
New Accounting Pronouncements (
New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating leases | $ 11,421 | $ 0 |
Present value of lease payments | $ 12,293 | |
Accounting Standards Update 2014-09 | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases | 12,100 | |
Present value of lease payments | $ 12,800 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 34,976 | $ 39,467 |
Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 32,012 | 34,015 |
Appliance | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,779 | 3,754 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 185 | $ 1,698 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,460 | $ 7,963 |
Work in progress | 618 | 129 |
Finished goods | 5,181 | 4,955 |
Total inventory | $ 15,259 | $ 13,047 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Inventory [Line Items] | ||
Allowance for obsolete inventory | $ 900 | $ 1,000 |
Inventory, net | 15,259 | 13,047 |
Mexico | ||
Inventory [Line Items] | ||
Inventory, net | 3,200 | 3,600 |
Canada | ||
Inventory [Line Items] | ||
Inventory, net | $ 1,200 | $ 1,000 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 29, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 35,781 | $ 35,412 |
Less: Accumulated depreciation | 12,685 | 11,997 |
Net property, plant, and equipment, net | 23,096 | 23,415 |
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 | 5,934 |
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 | $ 23,053 | 22,982 |
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 | $ 1,225 | 1,234 |
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 | $ 1,858 | 1,866 |
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 | $ 160 | 190 |
Depreciable life, years | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 1,888 | $ 1,543 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 29, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 700 | $ 700 | |
Property, plant, and equipment, net | 23,096 | $ 23,415 | |
Mexico | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | 4,100 | 4,100 | |
Canada | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment, net | $ 600 | $ 600 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Apr. 23, 2020USD ($) | Nov. 08, 2018USD ($) | Apr. 29, 2016USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Apr. 03, 2020USD ($) | Dec. 29, 2019USD ($) | Jul. 16, 2019USD ($) | Nov. 01, 2018USD ($) | Sep. 20, 2018USD ($) | Aug. 18, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||
Outstanding principal amount | $ 34,666,000 | $ 36,067,000 | |||||||||
Debt issuance cost | 300,000 | 300,000 | |||||||||
Unamortized discount | 359,000 | 400,000 | |||||||||
Amortization expense of debt issuance costs | $ 40,000 | $ 40,000 | |||||||||
Credit agreement | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 62,000,000 | ||||||||||
Maximum increase to principal amount | 10,000,000 | ||||||||||
Credit agreement | Line of credit | Secured debt | Base Rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.75% | ||||||||||
Credit agreement | Line of credit | Secured debt | Base Rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 3.25% | ||||||||||
Credit agreement | Line of credit | Secured debt | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Credit agreement | Line of credit | Secured debt | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 4.25% | ||||||||||
Credit agreement | Letter of credit | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 2,000,000 | ||||||||||
New revolver | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit | $ 11,600,000 | ||||||||||
New revolver | Line of credit | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 30,000,000 | $ 6,900,000 | $ 30,000,000 | $ 32,500,000 | |||||||
Senior notes | 22,900,000 | ||||||||||
Line of credit | $ 4,000,000 | ||||||||||
Effective interest rate | 5.92% | ||||||||||
Remaining borrowing capacity | $ 11,700,000 | ||||||||||
US Term loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 17,000,000 | ||||||||||
CA term loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 15,000,000 | ||||||||||
Outstanding principal amount | $ 9,641,000 | 10,384,000 | |||||||||
Effective interest rate | 5.853% | ||||||||||
Unamortized discount | $ 100,000 | ||||||||||
US Term Loan II | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 4,000,000 | ||||||||||
Amended And Restated Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, covenant, liquidity amount required, minimum | $ 5,000,000 | ||||||||||
Debt instrument, total covenant, leverage ratio | 2 | ||||||||||
Debt instrument, covenant, leverage ratio after DSCR | 1.10 | ||||||||||
Amended And Restated Credit Agreement | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, covenant, consolidated EBITDA | $ 600,000 | ||||||||||
Amended And Restated Credit Agreement | Subsequent Event | PPP under CARES Act | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, covenant, debt amount, maximum | $ 6,000,000 | ||||||||||
Amended And Restated Credit Agreement | Line of credit | Secured debt | Base Rate | Minimum | Subsequent Event | PPP under CARES Act | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 2.00% | ||||||||||
Amended And Restated Credit Agreement | Line of credit | Secured debt | LIBOR | Minimum | Subsequent Event | PPP under CARES Act | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Basis spread on variable rate | 1.00% | ||||||||||
New US Term Loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal amount | $ 23,725,000 | $ 24,383,000 | |||||||||
Effective interest rate | 5.853% | ||||||||||
Unamortized discount | $ 300,000 | ||||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit outstanding, amount | 100,000 | ||||||||||
Senior Credit Facility [Member] | Line of credit | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance cost | $ 0 | ||||||||||
US Borrower And CA Borrower | US Term loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum increase to principal amount | $ 26,000,000 | ||||||||||
US Borrower And CA Borrower | CA term loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal amount | $ 12,000,000 | ||||||||||
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, term | 5 years | ||||||||||
Debt instrument, term to fund capital expenditures | 2 years | ||||||||||
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit | Revolving credit facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||
US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 26,000,000 | ||||||||||
US Borrower And CA Borrower | US Term Loan And Term Loan II | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 15,900,000 | ||||||||||
November 8, 2019 | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit for capital expenditures | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||||
November 8, 2020 | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit for capital expenditures | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||||
September 30, 2020 | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payment | 337,500 | ||||||||||
September 30, 2021 | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payment | 575,000 | ||||||||||
Thereafter though maturity | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payment | $ 812,500 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 29, 2019 | |
Debt Instrument [Line Items] | ||
Unamortized discount | $ 359 | $ 400 |
Total debt excluding Revolver | 34,666 | 36,067 |
Less current maturities | 2,847 | 2,847 |
Long-term debt – Less current maturities | 31,819 | 33,220 |
Line of credit for capital expenditures | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 1,300 | 1,300 |
Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.853% | |
Unamortized discount | $ 300 | |
Total debt excluding Revolver | 23,725 | 24,383 |
Line of credit | New US Term Loan | Secured debt | September 30, 2020 | ||
Debt Instrument [Line Items] | ||
Principal payment | 300 | |
Line of credit | New US Term Loan | Secured debt | September 30, 2021 | ||
Debt Instrument [Line Items] | ||
Principal payment | 600 | |
Line of credit | New US Term Loan | Secured debt | November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Principal payment | $ 800 | |
Line of credit | CA term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.853% | |
Unamortized discount | $ 100 | |
Total debt excluding Revolver | 9,641 | $ 10,384 |
Line of credit | CA term loan | Secured debt | November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Principal payment | $ 400 | |
Line of credit | Line of credit for capital expenditures | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.862% | |
Line of credit | Line of credit for capital expenditures | September 30, 2020 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 7.50% | |
Line of credit | Line of credit for capital expenditures | September 30, 2021 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 10.00% | |
Line of credit | Line of credit for capital expenditures | November 7, 2023 | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 12.50% |
Long-term Debt - Schedule of Re
Long-term Debt - Schedule of Repayment of Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Debt Disclosure [Abstract] | ||
2020 | $ 1,506 | |
2021 | 4,176 | |
2022 | 4,912 | |
2023 | 36,464 | |
2024 | 0 | |
Thereafter | 0 | |
Total | 47,058 | |
Discounts | (359) | $ (400) |
Debt issuance costs | (284) | |
Total debt – Net | $ 46,415 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Nov. 30, 2018 | Oct. 02, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | |||||
Fixed interest rate | 3.075% | 1.093% | 1.055% | ||
Notional amount | $ 5,000 | $ 1,900 | $ 16,700 | ||
Quarterly decrease in notional amount | $ 100 | 300 | |||
Derivative fair value assets (liabilities) | $ 1,500 | $ (600) | |||
Derivative current assets | 40 | ||||
Derivative long-term assets | (600) | ||||
Interest expense | |||||
Derivatives, Fair Value [Line Items] | |||||
Monthly settlement payments (receipts) | $ 800 | $ 50 | |||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Nine Two Thousand Eighteen | |||||
Derivatives, Fair Value [Line Items] | |||||
Quarterly decrease in notional amount | 400 | ||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Eight Two Thousand Nineteen | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional amount | 17,500 | ||||
Quarterly decrease in notional amount | $ 500 | ||||
Quarterly increase in notional amount | 400 | ||||
Derivative Instrument, Periodic Payment, Installment Periods Until September Thirty Two Thousand Twenty | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional amount | 17,500 | ||||
Quarterly decrease in notional amount | 200 | ||||
Derivative Instrument, Periodic Payment, Installment Periods Until December Thirty First Twenty Twenty One | |||||
Derivatives, Fair Value [Line Items] | |||||
Quarterly decrease in notional amount | 400 | ||||
Derivative Instrument, Periodic Payment, Installment Periods Until November Eighth Twenty Twenty Three | |||||
Derivatives, Fair Value [Line Items] | |||||
Quarterly decrease in notional amount | $ 600 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | Nov. 07, 2019employee | Jul. 16, 2019employee | Mar. 31, 2020USD ($) | Dec. 29, 2019USD ($) |
Bryan Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of position eliminations | employee | 43 | |||
Bryan Restructuring | One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs incurred | $ 0.3 | |||
Bryan Restructuring | Other Exit Costs Liability | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs incurred | $ 0.5 | |||
Evansville Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of position eliminations | employee | 47 | |||
Remaining lease payments | 1 | $ 1.2 | ||
Evansville Restructuring | Other Exit Costs Liability | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs incurred | $ 0.4 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Beginning accrual balance | $ 554 | |
Provision for estimated expenses to be incurred | 920 | $ 91 |
Payments made during the year and asset write offs | 1,017 | |
Ending accrual balance | 457 | |
Employee Termination Benefits Liability | ||
Restructuring Reserve [Roll Forward] | ||
Beginning accrual balance | 438 | |
Provision for estimated expenses to be incurred | 0 | |
Payments made during the year and asset write offs | 333 | |
Ending accrual balance | 105 | |
Other Exit Costs Liability | ||
Restructuring Reserve [Roll Forward] | ||
Beginning accrual balance | 116 | |
Provision for estimated expenses to be incurred | 920 | |
Payments made during the year and asset write offs | 684 | |
Ending accrual balance | $ 352 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Details) - USD ($) | Apr. 06, 2020 | Feb. 25, 2020 | Jun. 11, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2016 | Jan. 04, 2015 | Dec. 29, 2013 |
Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Unrecognized compensation cost | $ 298,300 | |||||||
Compensation cost, weighted average period | 5 years 2 months 12 days | |||||||
Selling, General and Administrative Expenses | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Allocated share-based compensation expense | $ 22,800 | $ 32,700 | ||||||
The 2013 Stock Incentive Plan | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares reserved for future issuance (in shares) | 495,000 | |||||||
Exercise price (in dollars per share) | $ 3.32 | |||||||
Weighted average grant date fair value (in dollars per share) | $ 1.64 | |||||||
The 2013 Stock Incentive Plan | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Number of shares available for grant (in shares) | 495,000 | |||||||
Expiration period | 10 years | |||||||
Risk-free rate | 1.21% | |||||||
Annualized volatility | 52.00% | |||||||
The 2013 Stock Incentive Plan | Award vesting, period one | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 40.00% | |||||||
The 2013 Stock Incentive Plan | Award vesting, period two | 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, period three | 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, period four | 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, period five | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 20.00% | |||||||
The 2013 Stock Incentive Plan | Employee | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 7,500 | |||||||
The 2013 Stock Incentive Plan | CFO | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 12,500 | |||||||
Exercise price (in dollars per share) | $ 2.36 | |||||||
The 2013 Stock Incentive Plan | CFO | Award vesting, period one | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 7.50 | |||||||
The 2013 Stock Incentive Plan | CFO | Award vesting, period two | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 12.50 | |||||||
2014 Omnibus Performance Award Plan | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 30,000 | |||||||
Exercise price (in dollars per share) | $ 3.32 | $ 2.93 | ||||||
Weighted average grant date fair value (in dollars per share) | $ 1.64 | |||||||
Number of shares authorized (in shares) | 450,000 | 250,000 | ||||||
2014 Omnibus Performance Award Plan | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Risk-free rate | 1.21% | |||||||
Annualized volatility | 52.00% | |||||||
2014 Omnibus Performance Award Plan | Employee Stock Option, Incentive | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Exercise price (in dollars per share) | $ 3.32 | |||||||
2014 Omnibus Performance Award Plan | Award vesting, period one | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 40.00% | |||||||
2014 Omnibus Performance Award Plan | Award vesting, period one | Employee Stock Option, Incentive | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 7.50 | |||||||
2014 Omnibus Performance Award Plan | Award vesting, period two | 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, period two | Employee Stock Option, Incentive | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 12.50 | |||||||
2014 Omnibus Performance Award Plan | Award vesting, period three | 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, period four | 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, period five | Employee Stock Option | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 20.00% | |||||||
2014 Omnibus Performance Award Plan | Employee | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 7,500 | |||||||
2014 Omnibus Performance Award Plan | Employee | Employee Stock Option, Incentive | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 15,000 | |||||||
2014 Omnibus Performance Award Plan | CFO | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 25,000 | |||||||
Exercise price (in dollars per share) | $ 2.36 | |||||||
2014 Omnibus Performance Award Plan | CFO | Employee Stock Option, Incentive | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Granted (in shares) | 12,500 | |||||||
Exercise price (in dollars per share) | $ 2.36 | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period one | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 40.00% | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period one | Employee Stock Option, Incentive | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 7.50 | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period two | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 20.00% | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period two | Employee Stock Option, Incentive | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 50.00% | |||||||
Share price in excess (in dollars per share) | $ 12.50 | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period three | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 20.00% | |||||||
2014 Omnibus Performance Award Plan | CFO | Award vesting, period four | Employee Stock Option | Subsequent Event | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Award vesting rights, percentage | 20.00% |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option | Feb. 25, 2020 |
The 2013 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 52.00% |
Dividend yield | 0.00% |
Expected term (in years) | 6 years |
Risk-free rate | 1.21% |
2014 Omnibus Performance Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 52.00% |
Dividend yield | 0.00% |
Expected term (in years) | 6 years |
Risk-free rate | 1.21% |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock Options and Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 29, 2019 | |
Number of Shares | ||
Outstanding at end of period (in shares) | 611,480 | |
Aggregate Intrinsic Value | ||
Share price (in dollars per share) | $ 2.34 | $ 4.01 |
The Plan and the 2014 Plan | ||
Number of Shares | ||
Outstanding at beginning of period (in shares) | 676,480 | |
Granted (in shares) | 30,000 | |
Exercised (in shares) | 0 | |
Forfeited or expired (in shares) | 95,000 | |
Outstanding at end of period (in shares) | 611,480 | 676,480 |
Vested and exercisable (in shares) | 296,480 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 5.48 | |
Granted (in dollars per share) | 3.32 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 6.91 | |
Outstanding at end of period (in dollars per share) | 5.15 | $ 5.48 |
Vested and exercisable (in dollars per share) | $ 7.43 | |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding weighted average remaining contractual term | 7 years 3 months 18 days | 7 years 1 month 6 days |
Granted | 9 years 10 months 24 days | |
Exercised | 0 years | |
Forfeited or expired | 0 years | |
Vested and exercisable | 4 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding at December 29, 2019 (in shares) | 471,000 | |
Outstanding at March 31, 2020 | $ 0 | |
Vested and exercisable at March 31, 2020 | $ 0 | |
Forfeited or expired (in shares) | 95,000 | |
The Plan and the 2014 Plan | CFO | ||
Number of Shares | ||
Forfeited or expired (in shares) | 65,000 | |
Aggregate Intrinsic Value | ||
Forfeited or expired (in shares) | 65,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (263) | $ 43 |
Actual effective rate | 22.20% | |
Statutory rate | 21.00% |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 29, 2019 |
Leases [Abstract] | ||
Operating leases | $ 11,421 | $ 0 |
Operating lease, liability, current | 2,247 | |
Operating lease, liability, non-current | 10,046 | |
Total lease liabilities | $ 12,293 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Lease cost | $ 795 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liabilities Maturity (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases [Abstract] | |
2020 (remainder) | $ 2,191 |
2021 | 2,807 |
2022 | 1,887 |
2023 | 1,154 |
2024 | 1,116 |
Thereafter | 6,458 |
Total lease payments | 15,613 |
Less: interest | 3,320 |
Present value of lease payments | $ 12,293 |
Leases - Weighted-Average Lease
Leases - Weighted-Average Lease Information (Details) | Mar. 31, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 7 years 7 months 6 days |
Weighted average discount rate | 6.30% |
Leases - Cash Outflow Informati
Leases - Cash Outflow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 827 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contribution amount | $ 80 | $ 150 |
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 ($) $ / shares in Units, $ in Thousands | Feb. 25, 2020 | Jun. 11, 2019 | Mar. 18, 2013 | Mar. 31, 2020 | Mar. 31, 2019 |
2014 Omnibus Performance Award Plan | |||||
Related Party Transaction [Line Items] | |||||
Granted (in shares) | 30,000 | ||||
Granted (in dollars per share) | $ 3.32 | $ 2.93 | |||
Affiliated Entity | Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees | $ 300 | ||||
Expenses from management contract | $ 60 | $ 60 | |||
Management agreement, term | 5 years | ||||
Additional renewal period term | 1 year | ||||
Equity ownership needed to terminate agreement | 50.00% |
Earnings Per Share - Numerator
Earnings Per Share - Numerator and Denominator of Basic and Diluted Loss per Share Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net (loss) income | $ (1,137) | $ (189) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 9,779,147 | 9,779,147 |
Dilutive effect of stock-based awards (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 9,779,147 | 9,779,147 |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net (loss) income per share-basic (in dollars per share) | $ (0.12) | $ (0.02) |
Net (loss) income per share-diluted (in dollars per share) | $ (0.12) | $ (0.02) |
Earnings Per Share - Anti-Dilut
Earnings Per Share - Anti-Dilutive Common Stock Equivalents Summary (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of options (in shares) | 611,480 | 563,680 |
Exercise price of options lower limit (in dollars per share) | $ 2.89 | $ 3.33 |
Exercise price of options upper limit (in dollars per share) | $ 12.50 | $ 12.50 |
Warrants (in shares) | 142,185 | 142,185 |
Exercise price of warrants lower limit (in dollars per share) | $ 3.33 | $ 3.33 |
Exercise price of warrants upper limit (in dollars per share) | $ 11.88 | $ 11.88 |
Warrants for Underwriters | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 141,000 | 141,000 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | Apr. 24, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||
Promissory note | $ 47,058 | |
Subsequent Event | PPP under CARES Act | Promissory Note | ||
Subsequent Event [Line Items] | ||
Promissory note | $ 6,000 | |
Interest | 1.00% | |
Deferral period | 6 months | |
Maturity term | 2 years |