Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37480 | ||
Entity Registrant Name | UNIQUE FABRICATING, INC. | ||
Entity Central Index Key | 0001617669 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-1846791 | ||
Entity Address, Address Line One | 800 Standard Parkway | ||
Entity Address, City or Town | Auburn Hills | ||
Entity Address, State or Province | MI | ||
Entity Address, Postal Zip Code | 48326 | ||
City Area Code | 248 | ||
Local Phone Number | 853-2333 | ||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Trading Symbol | UFAB | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 9,779,147 | ||
Entity Public Float | $ 24.4 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement related to the 2021 Annual Stockholders Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K. | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 760 | $ 650 |
Accounts receivable, net | 23,759 | 24,701 |
Inventories, net | 11,951 | 13,047 |
Prepaid expenses and other current assets: | ||
Prepaid expenses and other | 5,643 | 2,108 |
Refundable taxes | 4,027 | 1,049 |
Assets held for sale | 0 | 1,003 |
Total current assets | 46,140 | 42,558 |
Property, plant, and equipment, net | 22,383 | 23,415 |
Goodwill | 22,111 | 22,111 |
Intangible assets | 7,605 | 11,625 |
Other assets: | ||
Operating leases | 10,415 | 0 |
Investments, at cost | 1,054 | 1,054 |
Deposits and other assets | 579 | 226 |
Deferred tax asset | 893 | 679 |
Total assets | 111,180 | 101,668 |
Current Liabilities: | ||
Accounts payable | 10,892 | 9,324 |
Current maturities of long-term debt | 35,864 | 2,847 |
Income taxes payable | 204 | 0 |
Revolver, current maturities | 11,494 | 0 |
Accrued compensation | 792 | 1,225 |
Other accrued liabilities | 4,551 | 1,979 |
Total current liabilities | 63,797 | 15,375 |
Long-term debt, net of current portion | 2,999 | 33,220 |
Revolver | 0 | 11,418 |
Other long-term liabilities: | ||
Deferred tax liability | 0 | 1,324 |
Other long term liabilities | 10,519 | 871 |
Total liabilities | 77,315 | 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 December 31, 2020 and December 29, 2019, respectively | 10 | 10 |
Additional paid-in-capital | 46,126 | 46,011 |
Accumulated deficit | (12,271) | (6,561) |
Total stockholders’ equity | 33,865 | 39,460 |
Total liabilities and stockholders’ equity | $ 111,180 | $ 101,668 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 29, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 9,779,147 | 9,779,147 |
Common stock, shares outstanding (in shares) | 9,779,147 | 9,779,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Income Statement [Abstract] | ||
Net Sales | $ 120,214,000 | $ 152,489,000 |
Cost of Sales | 99,543,000 | 120,981,000 |
Gross Profit | 20,671,000 | 31,508,000 |
Selling, general, and administrative expenses | 25,484,000 | 26,751,000 |
Impairment | 0 | 6,760,000 |
Restructuring expenses | 1,230,000 | 2,752,000 |
Operating loss | (6,043,000) | (4,755,000) |
Other income (expense) | ||
Other, net | 157,000 | 11,000 |
Interest expense | (3,608,000) | (4,287,000) |
Other expense, net | (3,451,000) | (4,276,000) |
Loss before income tax (benefit) | (9,494,000) | (9,031,000) |
Income tax expense (benefit) | (3,784,000) | 37,000 |
Net loss | $ (5,710,000) | $ (9,068,000) |
Net loss per share | ||
Basic (in dollars per share) | $ (0.58) | $ (0.93) |
Diluted (in dollars per share) | (0.58) | (0.93) |
Cash dividends per share (in dollars per share) | $ 0 | $ 0.05 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Beginning balance (in shares) at Dec. 30, 2018 | 9,779,147 | |||
Beginning balance at Dec. 30, 2018 | $ 48,888 | $ 10 | $ 45,881 | $ 2,997 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (9,068) | (9,068) | ||
Stock option expense | 130 | 130 | ||
Cash dividends paid | $ (490) | (490) | ||
Ending balance (in shares) at Dec. 29, 2019 | 9,779,147 | |||
Ending balance at Dec. 29, 2019 | $ 39,460 | 10 | 46,011 | (6,561) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (5,710) | (5,710) | ||
Stock option expense | $ 115 | 115 | ||
Ending balance (in shares) at Dec. 31, 2020 | 9,779,147 | |||
Ending balance at Dec. 31, 2020 | $ 33,865 | $ 10 | $ 46,126 | $ (12,271) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (5,710,000) | $ (9,068,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Impairment of goodwill | 0 | 6,760,000 |
Inventory adjustment | 0 | 1,742,000 |
Depreciation and amortization | 7,085,000 | 6,863,000 |
Amortization of debt issuance costs | 189,000 | 177,000 |
Loss on sale of assets | 464,000 | 68,000 |
Bad debt adjustment | 740,000 | 243,000 |
Loss on derivative instrument | 329,000 | 578,000 |
Stock option expense | 115,000 | 130,000 |
Deferred income taxes | (1,539,000) | (1,132,000) |
Accounts receivable | 202,000 | 5,888,000 |
Inventory | 1,096,000 | 2,584,000 |
Prepaid expenses and other assets | (6,864,000) | (570,000) |
Accounts payable | 1,236,000 | (1,104,000) |
Accrued and other liabilities | (830,000) | (1,138,000) |
Other, net | 2,117,000 | 0 |
Net cash provided by (used in) operating activities | (1,370,000) | 12,021,000 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (2,425,000) | (2,759,000) |
Proceeds from sale of property and equipment | 889,000 | 119,000 |
Net cash used in investing activities | (1,536,000) | (2,640,000) |
Cash Flows from Financing Activities: | ||
Net change in bank overdraft | 332,000 | (1,036,000) |
Proceeds from debt | 0 | 1,300,000 |
Payments on term loans and capital expenditure line | (3,161,000) | (3,350,000) |
Payments on revolving credit facilities | (29,576,000) | (29,586,000) |
Proceeds from revolving credit facilities | 29,573,000 | 23,021,000 |
Debt issuance costs | (151,000) | 0 |
Proceeds from PPP Note | 5,999,000 | 0 |
Proceeds from exercise of stock options and warrants | 0 | 0 |
Distribution of cash dividends | 0 | (490,000) |
Net cash provided by (used in) financing activities | 3,016,000 | (10,141,000) |
Net increase (decrease) in cash and cash equivalents | 110,000 | (760,000) |
Cash and cash equivalents – beginning of period | 650,000 | 1,410,000 |
Cash and cash equivalents – end of period | 760,000 | 650,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,732,000 | 4,104,000 |
Cash paid for income taxes | $ 52,000 | $ 438,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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 components for customers in the transportation, appliance, medical, and consumer off-road markets. The Company’s solutions are comprised of multi-material foam, rubber, and plastic components and utilized in noise, vibration and harshness (“NVH”) management, acoustical management, water and air sealing, decorative and other functional applications. Unique leverages proprietary manufacturing processes, including die cutting, thermoforming, compression molding, fusion molding, and reaction injection molding to manufacture a wide range of products including air management products, heating ventilating and air conditioning (“HVAC”), seals, fender stuffers, air ducts, acoustical insulation, door water shields, gas tank pads, light gaskets, topper pads, mirror gaskets, glove box liners, personal protection equipment, and packaging. The Company operates as one reportable segment and is headquartered in Auburn Hills, Michigan. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Going Concern The Company’s 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. The Company’s financial results for the six months ended December 31, 2020 resulted in a violation of certain of its financial covenants, as defined in the Company’s Credit Agreement ( Note 8 ). As a result of the default, the lenders may accelerate the maturity of the debt and accordingly all debt subject to the Credit Agreement, totaling $44.4 million, has been classified as current as of December 31, 2020. On April 9, 2021, the Company and its lenders entered into a 68-day forbearance agreement during which the Company will be able to borrow on its Revolver, subject to availability, and the Lenders will not accelerate the maturity of the Company’s debt. However, the Company does not have sufficient cash and cash equivalents on hand or available liquidity to repay outstanding debt under the Credit Agreement at expiration of the forbearance agreement. These events and conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year following the date that these financial statements are issued. In response to these conditions, the Company has been actively pursuing with Citizens Bank, National Association (“Citizens”), acting as lender and Administrative Agent, and other lenders (collectively, the “Lenders”) a waiver or amendment of its financial covenants prior to expiration of the forbearance agreement. However, these plans have not been finalized and are not within the Company’s control, and therefore cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation. The consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All inter-company transactions and balances have been eliminated upon consolidation. Fiscal Year and Quarterly Periods. Historically the Company’s year-end and quarter-end periods ended on the Sunday closest to the end of the calendar year and quarter-end periods. The fiscal year periods for 2020 and 2019 ended on December 31, 2020 and December 29, 2019, respectively. For 2020, the quarters which were three months and year to date periods which were three, six, nine, and twelve months, respectively, ended on March 31, June 30, September 30, and December 31, 2020. On March 13, 2020, the Company’s board of directors approved changing the Company’s year-end and quarter-end periods to match calendar year-end and quarter-end dates. The impact of this change on our 2020 result of operations is immaterial. All year, quarter, three month, and twelve month period references prior to 2020 relate to the Company’s fiscal year and fiscal quarters, as previously reported, unless otherwise stated. For ease of presentation, the Company refers to all annual periods presented in this Annual Report on Form 10-K as either the twelve months ended or year ended and all quarterly periods as the three months or quarter ended. Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The carrying value of cash and cash equivalents approximate fair value. Accounts Receivable . Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable collection in full of the existing accounts receivable. Management determines the allowance based on historical write off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful accounts was $1.2 million at December 31, 2020 and $0.9 million at December 29, 2019. Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined on the first in, first out method (FIFO). The value of inventories is reduced for excess and obsolescence based on management's review of on-hand inventories compared to historical and estimated future sales and usage. The allowance for inventory valuation was $0.4 million and $1.0 million at December 31, 2020 and December 29, 2019, respectively. Valuation of Long-Lived Assets. The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined that no impairment indicators were evident, and all originally assigned useful lives remained appropriate during the years ended December 31, 2020 and December 29, 2019, respectively. Property, Plant, and Equipment. Property, plant, and equipment purchases are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in the statement of operations. Intangible Assets . The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed annually to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that no impairment indicators were evident, and all originally assigned useful lives remained appropriate during the years ended December 31, 2020 and December 29, 2019. Goodwill . Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable net assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has one reporting and operating unit for goodwill testing purposes. The Company performed the annual quantitative assessment as of December 31, 2020, utilizing a combination of the income and market approaches. The results of the quantitative analysis performed indicated the fair value of the reporting unit exceeded the carrying value by approximately 70.0%. Key assumptions used in the analysis were a discount rate of 13.0%, EBITDA margin of 8% in 2021 and at least 9.5% thereafter and a terminal growth rate of 2.5%. During the second quarter of 2019, the Company experienced a decline in market capitalization, which is a potential indicator of impairment. As a result, the Company performed an interim quantitative assessment as of June 30, 2019, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis performed indicated the carrying value of the reporting unit exceeded the fair value of the reporting unit as of June 30, 2019. There were no impairment charges recognized during the year ended December 31, 2020, however, $6.8 million of impairment charges were recognized during the year ended December 29, 2019. Debt Issuance Costs. Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight-line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight-line basis over the term of the related debt. Investments. Financial Accounting Standards Board (“FASB”) guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The Company has a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No impairment loss was recognized for the years ended December 31, 2020 and December 29, 2019. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated earnings, which are applied as a reduction of the cost of the investment. Dividend income of less than $0.1 million and $0.1 million was recognized for the years ended December 31, 2020 and December 29, 2019, respectively. No impairment loss was recognized for the years ended December 31, 2020 and December 29, 2019. Stock Based Compensation. The Company accounts for its stock-based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight-line method over the vesting period, which represents the requisite service period. The Company accounts for forfeitures as they occur. Revenue Recognition. Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. See Note 4, Revenues, for further information on the Company’s revenue recognition in accordance with Accounting Standards Codification (“ASC”) Topic 606. Shipping and Handling. Shipping and handling costs are included in cost of sales as they are incurred. Income Taxes. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. The Company recognizes the benefit of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remains open. The Company had no unrecognized tax benefits as of December 31, 2020 or December 29, 2019. There were no penalties or interest recorded during the years ended December 31, 2020 or December 29, 2019. Foreign Currency Adjustments. The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations. Concentration Risks. The Company is exposed to various significant concentration risks as follows: Customer and Credit During the years ended December 31, 2020 and December 29, 2019, the Company’s sales were derived from customers principally engaged in the North American automotive industry. Company sales directly to General Motors Company (“GM”), Stellantis, and Ford Motor Company (“Ford”), as a percentage of total net sales were: 9%, 6%, and 6%, respectively, during the year ended December 31, 2020; 9%, 5%, and 3%, respectively, during the year ended December 29, 2019. None of the Company’s customers represented more than 10% percent of direct Company’s net sales for the years ended December 31, 2020 and December 29, 2019. GM accounted for 7% and 8% of direct accounts receivable as of December 31, 2020 and December 29, 2019, respectively. Labor Markets At December 31, 2020, 49% of our employees are working in the United States, 47% are working in Mexico, and 4% are working in Canada. In the United States, 37% of the hourly work force is covered under collective bargaining agreements that expire in August of 2022 and February of 2023. Foreign Currency Exchange The expression of assets and liabilities in a currency other than the functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of operations using the exchange rates in effect at the time of the transaction. At December 31, 2020, the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2021 may increase or decrease. International Operations The Company manufactures and sells products outside of the United States primarily in Mexico and Canada. Foreign operations are subject to various political, economic and other risks and uncertainties inherent in foreign countries. Among other risks, the Company’s operations are subject to the risks of restrictions on transfers of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; political conditions; and governmental regulations. During the years ended December 31, 2020 and December 29, 2019, 22% and 18%, respectively, of the Company’s production occurred in Mexico. During the years ended December 31, 2020 and December 29, 2019, 9% and 8%, respectively, of the Company's production occurred in Canada. Sales derived from customers located in Mexico, Canada, and other foreign countries were 14%, 6%, and 2% percent, respectively during the year ended December 31, 2020, 21%, 10%, and 0% percent, respectively, during the year ended December 29, 2019. Derivative financial instruments. All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. See Note 9 for further information regarding the Company's derivative instrument makeup. Use of Estimates. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Examples include allowances for doubtful accounts and sales returns, allowances for inventory obsolescence, useful lives of depreciable assets, fixed asset and goodwill impairment analyses, valuation allowances for deferred tax assets, stock options, and financial instruments. Actual results could differ from those estimates. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842 ), which supersedes the lease requirements in ASC 840, “Leases” (“ASC 840”). The ASU requires lessees to recognize a right of use (“ROU”) asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The Company adopted the standard as of January 1, 2020, by applying the modified retrospective method without restatement of comparative periods’ financial information, as permitted by the transition guidance. The Company elected the practical expedients package upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company will not reassess whether any contracts entered prior to adoption are leases. The Company did not separate non-lease components from the associated lease component and, instead, elected to account for those components as a single component in certain circumstances. The Company also elected the short-term lease recognition exemption for all leases that qualify, which means the Company did not recognize ROU assets or lease liabilities for short-term leases. Instead, short term leases are expensed over the lease term. See Note 1 3 , Leases for the impact of the adoption which resulted in the recognition of ROU assets and corresponding lease liabilities In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The amendment will be effective for the fiscal year 2023. The Company is currently assessing the impact of the changes on the financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The guidance eliminates, adds and modifies certain disclosure requirements. This new guidance is effective for fiscal years beginning after December 15, 2019 for public companies. Early adoption is permitted for either the entire standard or provisions that eliminate or modify requirements. Adoption of the standard has not impacted our financial condition, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). |
Revenues
Revenues | 12 Months Ended |
Dec. 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 twelve months ended December 31, 2020 and December 29, 2019: Twelve Months Ended Twelve Months Ended (In thousands) Net Sales Transportation $ 105,463 $ 131,589 Appliance 11,302 13,600 Other 3,449 7,300 Total $ 120,214 $ 152,489 General Recognition Policy Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally, this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. In general, for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Contract Balances The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted in the Accounts Receivable section of Note 2, Summary of Significant Accounting Policies , management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful account balances are noted in the Accounts Receivable section of Note 2. Practical Expedients The Company elects the practical expedient to expense costs incurred to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory consists of the following: December 31, December 29, (In thousands) Raw materials $ 7,366 $ 7,963 Work in progress 1,225 129 Finished goods 3,360 4,955 Total inventory $ 11,951 $ 13,047 The allowance for inventory valuation was $0.4 million and $1.0 million at December 31, 2020 and December 29, 2019, respectively. Included in inventory are assets located in Mexico with a carrying amount of $3.1 million at December 31, 2020 and $3.6 million at December 29, 2019, and assets located in Canada with a carrying amount of $1.1 million at December 31, 2020 and $1.0 million at December 29, 2019. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment consists of the following: December 31, December 29, Depreciable (In thousands) Land $ 538 $ 1,663 Buildings 6,923 5,934 23 - 40 Shop equipment 23,436 22,982 7 - 10 Leasehold improvements 1,245 1,234 3 - 10 Office equipment 2,331 1,866 3 - 7 Mobile equipment 152 190 3 Construction in progress 2,315 1,543 Total cost 36,940 35,412 Accumulated depreciation 14,557 11,997 Property, plant, and equipment, net $ 22,383 $ 23,415 Depreciation expense was $3.0 million for the twelve months ended December 31, 2020 and $2.9 million for the twelve months ended December 29, 2019. Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $3.7 million and $4.1 million at December 31, 2020 and December 29, 2019, respectively, and assets located in Canada with a carrying amount of $0.4 million and $0.6 million at December 31, 2020 and December 29, 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets of the Company consist of the following at December 31, 2020: Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,518 $ 21,719 8.16 Trade names 4,673 1,924 16.43 Non-compete agreements 1,162 1,162 2.53 Unpatented technology 1,534 1,477 5.00 Total $ 33,887 $ 26,282 Intangible assets of the Company consist of the following at December 29, 2019: Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,523 $ 18,304 8.16 Trade names 4,673 1,698 16.43 Non-compete agreements 1,162 1,142 2.53 Unpatented technology 1,535 1,124 5.00 Total $ 33,893 $ 22,268 The weighted average amortization period for all intangible assets is 8.96 years. Amortization expense for intangible assets totaled $4.0 million for the twelve months ended December 31, 2020 and $3.9 million for the twelve months ended December 29, 2019. Estimated amortization expense for the next five years is as follows: Estimated Amortization Expense (In thousands) 2021 $ 2,456 2022 1,305 2023 979 2024 759 2025 573 Thereafter 1,533 Total $ 7,605 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The Company’s long-term debt consists of the following: December 31, December 29, (In thousands) U.S. Small Business Administration Paycheck Protection Program loan (PPP Note), payable in equal monthly installments on the first day after the deferment period. The PPP Note is unsecured and bears interest at 1% per annum. The PPP Note may be forgiven subject to the terms of the Paycheck Protection Program. $ 5,999 $ — US Term Loan, payable to lenders in quarterly installments of $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 5.25% and 6.03% per annum at December 31, 2020, and December 29, 2019, respectively. At December 31, 2020, the balance of the New US Term Loan is presented net of a debt discount of $0.2 million from costs paid to or on behalf of the lenders. 22,768 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 5.25% and 6.03% per annum at December 31, 2020 and December 29, 2019, respectively. At December 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. 8,876 10,384 Capital expenditure line payable to lenders in quarterly installments of 10% per annum of the outstanding principal balance commencing 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 5.25% and 6.09% per annum at December 31, 2020 and December 29, 2019, respectively. 1,220 1,300 Total debt excluding Revolver 38,863 36,067 Less current maturities 35,864 2,847 Long-term debt – Less current maturities $ 2,999 $ 33,220 As of December 31, 2020 and December 29, 2019 the fair value of the Company’s debt approximates book value based on the variable terms. The Company’s financial results for the six months ended December 31, 2020 have resulted in a violation of certain of its financial covenants, as defined in the Company’s Credit Agreement. The Company has been actively discussing its 2020 results and the Company’s failure to meet its financial covenants with the Administrative Agent and has entered into a forbearance agreement, providing a period commencing on April 9, 2021 and through and including June 15, 2021, during which the Company will be able to borrow on its Revolver, subject to the terms and conditions to making a revolving credit advance, including availability, and the Lenders have agreed, subject to the terms of the forbearance agreement, to forbear from enforcing their rights or seeking to collect payment of the Company’s debt or disposing of the collateral securing the debt. However, entering into a forbearance agreement will not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The Company intends to use the forbearance period to continue negotiations with the Lenders to enter into an amendment and waiver to cure the defaults. There can be no assurance that the Company will be able to enter into an amendment or waiver with the Lenders or if it enters into an amendment, what the terms, restrictions, and covenants of the amendment will contain. As a result of the default all debt subject to the Credit Agreement has been classified as current maturities of long-term debt as of December 31, 2020. Credit Agreement On November 8, 2018, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower” and together with US Borrower, the “Borrowers”) and Citizens Bank, National Association (“Citizens”), acting as lender and Administrative Agent, and other lenders (collectively, the “Lenders”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated the Original Credit Agreement entered into on April 29, 2016 (as amended, the “Original Credit Agreement”). The Amended and Restated Credit Agreement is a five two The Amended and Restated Credit Agreement requires quarterly principal payments for the US Term Loan, which commenced on December 31, 2018, of $0.3 million through September 30, 2020, $0.6 million thereafter through September 30, 2021, and $0.8 million thereafter with a lump sum due at maturity. The Amended and Restated Credit Agreement requires quarterly principal payments for the CA Term Loan, which commenced on December 31, 2018, of $0.4 million with a lump sum due at maturity. The Capital Expenditure Line requires quarterly principal payments of 7.5% of the outstanding balance per annum beginning on December 31, 2019 through September 30, 2020, 10% per annum beginning December 31, 2020 through September 30, 2021, 12.5% per annum beginning December 31, 2021 and thereafter with a lump sum due at maturity. In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and the US and CA Term Loans not to exceed a $10.0 million principal amount, in the aggregate, provided that before and after giving effect to the proposed increase (and any transactions to be consummated using proceeds of the increase), the total leverage and debt service coverage ratios do not exceed specified amounts. The Amended and Restated Credit Agreement also provides for the issuance of letters of credit with a face amount of up to a $2.0 million, in the aggregate, provided that any letter of credit that is issued will reduce availability under the Revolver. The Amended and Restated Credit Agreement contains customary negative covenants and requires that the Company comply with various financial covenants, including a total leverage ratio and debt service coverage ratio, as defined in the Amended and Restated Credit Agreement. Additionally, the 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 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. As of December 31, 2020, $11.7 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 5.25% percent per annum at December 31, 2020, and is secured by substantially all of the Company’s assets. The maximum amount available was further subject to borrowing base restrictions, resulting in a net availability of $5.7 million at December 31, 2020, 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. On May 7, 2019, the Borrowers entered into the Waiver and First Amendment (the “First Amendment”) to the Credit Agreement, as the Company was not in compliance with certain of the financial covenants in the Credit Agreement. 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 and June 28, 2019 the Borrowers entered into the Waiver and Second Amendment (the “Second Amendment”) to the Credit Agreement and the Waiver and Third Amendment (the “Third Amendment”) to the Credit Agreement, respectively. Each of these amendments revised the waiver period as defined by the First Amendment with respect to the March 31, 2019 covenant violation and resulting default until later dates. On July 16, 2019, the Borrowers entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. The Fourth Amendment provided a permanent waiver by the Lenders with respect to the Borrowers' 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 Borrowers entered into the Fifth Amendment to the Credit Agreement (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. On April 3, 2020, the Borrowers entered into the Sixth Amendment to the Credit Agreement (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, eliminated the requirement for a monthly Covenant Compliance Report and provided for payment of the Capital Expenditure Line principal installment that was due December 31, 2019, but was not paid due to an internal system miscalculation by the Agent. 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 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 Borrowers entered into the Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement. The Seventh Amendment, among other things, (i) permitted 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) deferred the June 30, 2020 principal payments on the US Term Loan, CA Term Loan, and Capital Expenditure Line, with the deferred principal amounts payable at the existing maturity dates; (iii) waived the requirement to test Maximum Total Leverage Ratio, Minimum Debt Service Coverage Ratio and Minimum Unadjusted Consolidated EBITDA for the fiscal quarter ended June 30, 2020; (iv) allowed 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, without permanently reducing the Revolving Credit Aggregate Commitment; (v) added a weekly requirement for the Borrowers to deliver a 13-week cash flow forecast until September 30, 2020; and (vi) added a 1.0% LIBOR Floor and 2.0% Base Rate Floor. On August 7, 2020, the Company entered into the Eighth Amendment (the “Eighth Amendment”) to the Credit Agreement and Loan Documents, as amended. The Eighth Amendment to the Credit Agreement and Loan Documents, among other things, amended the definition of Consolidated EBITDA and made changes to the calculations of financial covenants. The definition of Consolidated EBITDA has been amended to include as an addition to Consolidated Net Income (i) costs and expenses incurred in connection with the Eighth Amendment not to exceed $175,000, (ii) restructuring expenses not to exceed $500,000 in any 12 month period, (iii) costs incurred with respect to the purchase and implementation of the ERP system not to exceed (A) $200,000 during each fiscal quarter in 2020 and (B) $100,000 during each fiscal quarter in 2021, and (iv) to the extent added in calculating Consolidated Net Income any portion of the PPP loan that has been forgiven and cancelled. The Eighth Amendment also amended the calculation of certain financial covenants based upon 12 month results to effectively exclude results of the quarter ended June 30, 2020. The calculation of Maximum Total Leverage Ratio has been amended, commencing with the quarter ending September 30, 2020 and through and including the quarter ending March 31, 2021, to annualize Consolidated EBITDA for the periods beginning July 1, 2020 through the date of calculation. The calculation of Minimum Debt Service Coverage Ratio for the quarters ended September 30, 2020, December 31, 2020 and March 31, 2021 are based upon results for one, two and three quarters, respectively. The Eighth Amendment further adds a Minimum Liquidity requirement to be calculated monthly through June 30, 2021 and Minimum Consolidated EBITDA for each measurement period, as defined, through June 30, 2021. The Eighth Amendment permits distributions by US Borrower to the Parent to be declared and made only after December 31, 2021 provided certain conditions are satisfied. The Credit Agreement, as amended, bears 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. As stated above, the Seventh Amendment added a 1.0% LIBOR Floor and 2.0% Base Rate Floor. Paycheck Protection Program Note On April 24, 2020, the Company entered into a Promissory Note (“PPP Note”) for $6.0 million with Citizens Bank, National Association, (“PPP Lender”) pursuant to the U.S. Small Business Administration (“SBA”) 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. On June 3, 2020, Congress passed the Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”) and on June 5, 2020 it was signed into law. The PPP Flexibility Act modified certain provisions of the CARES Act. The PPP Note is unsecured, bears interest at 1.00% per annum, with principal and interest payments deferred until the earlier of (i) the PPP Lender receiving the forgiveness amount from the SBA or (ii) August 12, 2021. The PPP Note matures on April 24, 2022. 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 and PPP Flexibility Act. 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. As of December 31, 2020, none of the circumstances listed above exist at the Company. 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 December 31, 2020 and December 29, 2019, debt issuance costs were $0.4 million and $0.3 million, respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $0.3 milllion 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 amount $0.2 million of for the twelve months ended December 31, 2020, and $0.2 million for the twelve months ended December 29, 2019. Covenant Compliance The Company’s financial results for the six months ended December 31, 2020 have resulted in violations of the following financial covenants: (1) Maximum Total Leverage Ratio; (2) Minimum Debt Service Coverage Ratio; and (3) Minimum Consolidated EBITDA; as defined in the Company’s Amended and Restated Credit Agreement. The Credit Agreement, as amended, contains the following financial covenants: Maximum Total Leverage Ratio The Total Leverage Ratio, as defined in the Credit Agreement, as amended, may not exceed (i) 3.75 to 1.00, with respect to the fiscal quarter ended as of September 30, 2020; (ii) 3.50 to 1.00, with respect to the fiscal quarter ended December 31, 2020; (iii) 3.25 to 1.00, with respect to the fiscal quarters ended March 31, 2021 and June 30, 2021; and (iv) 3.00 to 1.00, with respect to each fiscal quarter thereafter. For purposes of calculating the Total Leverage Ratio, “Consolidated EBITDA”, as defined, shall be determined (i) with respect to the fiscal quarter ended as of September 30, 2020, for the single fiscal quarter then ended, multiplied by 4,(ii) with respect to the fiscal quarter ended as of December 31, 2020, for the two fiscal quarters then ended, multiplied by 2, (iii) with respect to the fiscal quarter ended as of March 31, 2021, for the three fiscal quarters then ended, multiplied by 4/3, and (iv) with respect to each fiscal quarter thereafter, for the four fiscal quarters then ended. Also, for purposes of calculating the Total Leverage Ratio, the PPP Note is excluded from Total Debt for all periods until a determination of forgiveness is made. Minimum Debt Service Coverage Ratio The Debt Service Coverage Ratio may not be less than 1.20 to 1.00, to be measured, as of the end of each fiscal quarter. Notwithstanding anything to the contrary set forth in the definition of "Debt Service Coverage Ratio," such calculation shall be made (i) with respect to the fiscal quarter ended as of September 30 2020, for the single fiscal quarter then ended, (ii) with respect to the fiscal quarter ended as of December 31, 2020, for the two fiscal quarters then ended, (iii) with respect to the fiscal quarter ended as of March 31, 2021, for the three fiscal quarters then ended, and (iv) with respect to the last day of each fiscal quarter thereafter, for the four fiscal quarters then ended. Minimum Liquidity The US Borrower's Liquidity, as defined in the Credit Agreement, as amended, may not to be less than 20% of the Borrowing Base, calculated as of the last day of each fiscal month through and including June 30, 2021. Minimum Consolidated EBITDA The Consolidated EBITDA, as defined, must not be less than the amounts set forth below, with respect to the measurement period ended as of each date of determination set forth below: Date of Determination Measurement Period Minimum Consolidated EBITDA September 30, 2020 Trailing 3 months $3,000,000 December 31, 2020 Trailing 6 months $6,500,000 March 31, 2021 Trailing 9 months $10,000,000 June 30, 2021 Trailing 12 months $13,500,000 Future Maturities 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: Future Maturities (In thousands) 2021 $ 48,019 2022 2,999 2023 — Total 51,018 Discounts (285) Debt issuance costs (376) Total debt, net $ 50,357 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Interest Rate Swap The Company holds derivative financial instruments, in the form of interest rate swaps, as required by its Credit Agreement and Amended and Restated Credit Agreement, for the purpose of hedging certain identifiable transactions in order to mitigate risks relating to the variability of future earnings and cash flows caused by interest rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The interest rate swaps are recognized in the accompanying consolidated balance sheets at their fair value. Monthly settlement payments due on the interest rate swaps and changes in their fair value are recognized currently in net income as interest expense in the consolidated statements of operations. Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into a new interest rate swap which requires the Company to pay a fixed rate of 1.055 per annum while receiving a variable rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount. The notional amount at the effective date was $16.7 million which decreased by $0.3 million each quarter until June 30, 2017, decreased by $0.4 million each quarter until June 29, 2018, when it began decreasing by $0.5 million per quarter until it expired on June 28, 2019. Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 1.093 per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1.9 million which decreases by $0.1 million each quarter until it expires on September 30, 2020. Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap the requires the Company to pay a fixed rate of 3.075 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 increases by $0.4 million each quarter until June 28, 2019 when the notional amount increases to $17.5 million due to the interest rate swap from 2016 above expiring. The notional amount then decreases each quarter by $0.2 million until September 30, 2020 when the notional amount increases to $17.5 million due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $0.4 million until December 31, 2021, then decreases each subsequent quarter by $0.6 million until it expires on November 8, 2023. At December 31, 2020, the fair value of the swap was $1.2 million, which is included in other long-term liabilities in the consolidated balance sheet. The Company paid $0.5 million in the aggregate, in net monthly settlements with respect to the interest rate swap for the twelve months ended December 31, 2020. At December 29, 2019, the fair value of all the swaps was $0.9 million, which was included in other long-term liabilities in the consolidated balance sheet. The Company received $0.03 million, in the aggregate, in net monthly settlements with respect to the interest rate swaps for the twelve months ended December 29, 2019. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 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. The table below summarizes the activity in the restructuring liability for the twelve months ended December 31, 2020: Employee Termination Benefits Liability Other Exit Costs Liability Total (In thousands) Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 Provision for estimated expenses incurred during the year — 1,230 1,230 Payments made during the year 438 671 1,109 Asset impairments and other — 675 675 Accrual balance at December 31, 2020 $ — $ — $ — 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 our other facilities. The Company moved the Bryan, Ohio production to its existing manufacturing facilities in Querétaro, Mexico and LaFayette, Georgia. The Company provided the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other 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 $0.6 million during the twelve months ended December 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, an 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 our other facilities. The Company moved the Evansville production to its existing manufacturing facilities in LaFayette, Georgia, Auburn Hills, Michigan, and Louisville, Kentucky. The Company provided the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other facilities within the Company. The Company incurred costs of $0.6 million during the twelve months ended December 31, 2020, which consisted primarily of the relocation of equipment, the disposal of equipment and inventory, and the impairment of the ROU asset for the leased warehouse. Also included in this amount is a non-cash loss related to the loss on the sale of the Evansville building. All of these costs were recorded to the restructuring expense line in continuing operations in the Company’s consolidated statements of operations. The Company had $0.7 million and $1.1 million of remaining lease payments for a warehouse near the Evansville, Indiana facility as of December 31, 2020 and December 29, 2019, respectively. The Company has secured a sublease of roughly 11% of the facility. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 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. The fair value of each option award is estimated on the grant date using the Black Scholes option pricing model that uses the weighted average assumptions noted in the following tables. 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 time of grant. On April 6, 2020, 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. 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 percent on February 25, 2021 and 20 percent on each of February 25, 2022, 2023, and 2024. On September 30, 2019 the compensation committee of the Board of Directors approved the issuance of 72,500 non-statutory stock option awards, to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. September 30, 2019 February 25, 2020 April 6, 2020 Expected volatility 40.00 % 52.00 % 76.00 % Dividend yield — % — % — % Expected term (in years) 6 6 6 Risk-free rate 1.63 % 1.21 % 0.51 % 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. In July 2020, an additional amendment was approved at our annual meeting of stockholders, which increased the number of shares authorized for grant of awards under the 2014 Plan to a total of 700,000 shares of our common stock. On December 7, 2020, the compensation committee of the board of directors approved the issuance of 7,500 incentive stock option awards to an employee of the Company with an exercise price of $4.72 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. Also on December 7, 2020, the compensation committee of the board of directors approved the issuance of 7,500 non statutory stock option awards to an employee of the Company. All of the awards have an exercise price of $4.72 per share. These options vest 40 percent on December 7, 2021 and 20 percent on each of December 7, 2022, 2023, and 2024. On November 4, 2020, the compensation committee of the board of directors approved the issuance of 18,750 incentive stock option awards to employees of the Company with an exercise price of $3.40 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. Also on November 4, 2020, the compensation committee of the board of directors approved the issuance of 18,750 non statutory stock option awards to employees of the Company. All of the awards have an exercise price of $3.40 per share. These options vest 40 percent on November 4, 2021 and 20 percent on each of November 4, 2022, 2023, and 2024. On September 4, 2020, the compensation committee of the board of directors approved the issuance of 7,500 incentive stock option awards to employees of the Company with an exercise price of $3.13 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. Also on September 4, 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 $3.13 per share. These options vest 40 percent on September 4, 2021 and 20 percent on each of September 4, 2022, 2023, and 2024. On August 12, 2020, the compensation committee of the board of directors approved the issuance of 11,250 incentive stock option awards to employees of the Company with an exercise price of $3.05 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. Also on August 12, 2020, the compensation committee of the board of directors approved the issuance of 11,250 non statutory stock option awards to employees of the Company. All of the awards have an exercise price of $3.05 per share. These options vest 40 percent on August 12, 2021 and 20 percent on each of August 12, 2022, 2023, and 2024. On April 6, 2020, 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. Also on April 6, 2020, 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. 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%. Also 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. On September 30, 2019, the compensation committee of the board of directors approved the issuance of 72,500 incentive stock option awards to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. The Company estimated the grant-date fair value of the awards subject to these market conditions using a Monte Carlo simulation model, using the following assumptions: risk free interest rate of 1.63% and an annualized volatility of 40%. On September 30, 2019, the compensation committee of the board of directors approved the issuance of 140,000 non statutory stock option awards to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 40 percent on September 30, 2020 and an additional 20 percent on each of September 30, 2021, 2022, and 2023 thereafter. The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options adjusted for the Company’s size and risk factors. The risk-free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant. On June 11, 2019, the compensation committee of the Board of Directors approved the issuance of stock option awards for 30,000 shares to one member of the Board of Directors. The award had an exercise price of $2.93 per share with a weighted average grant date fair value of $1.10 per share. These options vested immediately on the date of grant as the service conditions required for this award had already been met on the day of the award. June 11, 2019 September 30, 2019 February 25, 2020 April 6, 2020 Expected volatility 40.00 % 40.00 % 52.00 % 76.00 % Dividend yield — % — % — % — % Expected term (in years) 6 6 6 6 Risk-free rate 1.81 % 1.63 % 1.21 % 0.51 % August 12, 2020 September 4, 2020 November 4, 2020 December 7, 2020 Expected volatility 85.44 % 85.44 % 85.64 % 86.70 % Dividend yield — % — % — % — % Expected term (in years) 6 6 6 6 Risk-free rate 0.40 % 0.40 % 0.44 % 0.54 % A summary of option activity under both plans is presented below: Number of Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In thousands, except share data and exercise price) Outstanding at December 29, 2019 676,480 $ 5.48 7.1 $ 471 Granted 170,000 $ 3.24 9.5 Exercised — $ — 0.0 Forfeited or expired 119,980 $ 7.88 0.0 Outstanding at December 31, 2020 726,500 $ 4.53 7.2 $ 1,484 Vested and exercisable at December 31, 2020 327,500 $ 6.34 4.9 $ 503 _____________________________ (1) The aggregate intrinsic value above is obtained by subtracting the weighted average exercise price from the estimated fair value of the underlying shares as of December 31, 2020 and multiplying this result by the related number of options outstanding and exercisable at December 31, 2020. The estimated fair value of the shares is based on the closing stock price of $5.50 as of December 31, 2020. The Company recorded gross compensation expense of approximately $0.1 million for the twelve months ended December 31, 2020 and $0.1 million for the twelve months ended December 29, 2019, in its consolidated statements of operations, as a component of sales, general and administrative expenses. The income tax benefit related to share based compensation expense was immaterial for the twelve months ended December 31, 2020 and December 29, 2019. As of December 31, 2020, there was approximately $0.3 million of total unrecognized compensation cost related to non-vested stock option awards under the plans. That cost is expected to be recognized over a weighted average period of 6.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income before income taxes for U.S. and Non-U.S. operations are as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) U.S. (loss) income $ (11,274) $ (11,154) Non-U.S. income 1,780 2,123 (Loss) income before income taxes $ (9,494) $ (9,031) The components of the income tax provision included in the consolidated statements of operations are all attributable to continuing operations and are detailed as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) Current tax expense: Federal $ (2,918) $ (17) State 42 35 Foreign 631 1,151 Total (2,245) 1,169 Deferred tax expense: Federal (1,236) (875) State (83) (80) Foreign (220) (177) Total (1,539) (1,132) Total income tax expense $ (3,784) $ 37 Deferred income tax assets and liabilities at December 31, 2020 and December 29, 2019 reflect the effect of temporary differences between amounts of assets, liabilities and equity for financial reporting purposes and the bases of such assets, liabilities and equity as measured based on tax laws, as well as tax loss and tax credit carryforwards. The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities: December 31, December 29, (In thousands) Deferred tax assets (liabilities): Allowance for doubtful accounts $ 345 $ 227 Inventories 99 313 Accrued payroll and benefits 513 78 Goodwill and intangible assets 951 504 Excess interest expense 447 605 Tax credits 1,427 797 Lease Liabilities 2,604 — Other 339 405 Deferred tax asset before valuation allowance 6,725 2,929 Valuation allowance (684) (621) Deferred tax asset 6,041 2,308 Property, plant, and equipment (2,544) (2,945) Lease Assets (2,495) — Other (109) (8) Deferred tax liability (5,148) (2,953) Total deferred tax asset (liability) $ 893 $ (645) Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. As of the year ended December 31, 2020, the Company has recorded a valuation allowance on the net U.S. federal and state deferred tax assets as the Company has concluded that it is not more than likely than not that these deferred tax assets will be realized. As of December 31, 2020, we have tax credit carryforwards of $1.4 million, which expire in years 2028 through 2040. The transition tax provision of the 2017 tax reform act eliminated the basis difference that existed previously for purposes of ASC Topic 740. However, there are limited other taxes that could continue to apply such as foreign withholding and certain state taxes. U.S. income taxes have not been recognized for such taxes as the Company continues to remain indefinitely reinvested with respect to its foreign earnings. It is not practicable to estimate the amount of income taxes that may be payable on such undistributed foreign earnings. A reconciliation of taxes on income from continuing operations based on the statutory federal income tax rate to the provision for income taxes is as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) Income tax expense (benefit) at US Statutory Tax Rate $ (1,994) $ (1,897) State income tax (benefit) expense, net of federal benefit (31) (28) Foreign tax rate differential 155 174 U.S. Tax on non-U.S. income (561) 241 Goodwill impairment — 1,208 Research and Development credits (269) (225) NOL carryback (1,037) 0 Valuation allowance 63 — Other (110) 564 Total provision for income taxes $ (3,784) $ 37 The Treasury Department issued final regulations in July 2020 that provide for a high-tax exception to the Global Intangible Low-Taxed Income (“GILTI”) tax that were retroactive to tax years beginning after December 31, 2017. As a result, the Company recognized a $0.6 million tax benefit in 2020 for the reduction of GILTI tax expense. The Company recognizes the benefit of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remains open. The Company had no unrecognized tax benefits as of December 31, 2020 and December 29, 2019. The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the twelve months ended December 31, 2020 or December 29, 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases, Operating [Abstract] | |
Leases | Leases On January 1, 2020, the Company adopted the accounting guidance under ASC 842 “Leases”, as issued by the FASB under ASU 2016-02, by applying the modified retrospective method without restatement of comparative periods’ financial information. More information regarding the Company’s accounting policies can be found in Note 3 , New Accounting Pronouncements . The Company leases certain industrial spaces, 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 consolidated balance sheets consist of the following: Classification December 31, 2020 (In thousands) Right-of-Use-Assets Operating Operating Leases $ 10,415 Liabilities Current Operating Other accrued liabilities $ 2,309 Non-current Operating Other long term liabilities 8,911 Total lease liabilities $ 11,220 Maturity of the Company’s lease liabilities as of December 31, 2020 is as follows: Estimated Future Lease Liability Maturities (In thousands) 2021 $ 2,927 2022 2,049 2023 1,371 2024 1,286 2025 1,279 Thereafter 5,410 Total lease payments 14,322 Less: interest 3,102 Present value of lease payments $ 11,220 As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate base 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: December 31, 2020 Weighted average remaining lease term (years) 7 Weighted average discount rate 6.39 % Lease costs included in the consolidated statements of cash flows are as follows: Twelve Months Ended December 31, 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 3,335 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 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 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 $0.4 million for the twelve months ended December 31, 2020 and $0.2 million for the twelve months ended December 29, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Effective March 18, 2013, the Company is under a management agreement with a firm related to several stockholders. The agreement initially provided for annual management fees of $0.3 million and additional fees for assistance provided with acquisitions. Effective upon completion of the Company's initial public offering, the agreement was amended to reduce the annual management fee by an amount equal to the amount, if any, of annual cash retainers and equity awards received as compensation for service on the board of directors by any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $0.2 million for the twelve months ended December 31, 2020 and $0.2 million for the twelve months ended December 29, 2019. The Company allocates these fees to the services provided based on their relative fair values. The fees paid were all allocated to and expensed as transaction costs. The management agreement had an initial term of five years, expiring on March 18, 2018, and renews automatically each year for additional one-year terms. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer collectively own 50% of the equity securities owned by either of them on March 18, 2018. In 2019, the Company entered into a services agreement with 6th Avenue Group, which is a company owned by a Board member of the Company. The services performed have been related to assisting long term strategic planning for the Company as well as aiding the Company with CEO transition services. As previously mentioned, the Company's CEO resigned on May 6, 2019. The Company incurred fees to the 6th Avenue Group of $0.2 million, for the twelve months ended December 29, 2019. The services provided by 6th Avenue Group terminated in 2019. This Board member, as discussed in Note 9, was also awarded stock options for 30,000 shares for her services on June 11, 2019. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 can access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques considering the characteristics of the item. In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of specific inputs to these fair value measurements requires judgment and considers factors specific to each item. The Company measures its interest rate swap at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 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 outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 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 denominator of basic and diluted loss per share: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands, except per share data) Numerator: Net (loss) $ (5,710) $ (9,068) Denominator: Weighted average shares outstanding, basic 9,779 9,779 Dilutive effect of stock-based awards — — Weighted average shares outstanding, diluted 9,779 9,779 Basic loss per share $ (0.58) $ (0.93) Diluted loss per share $ (0.58) $ (0.93) The effect of certain common stock equivalents were excluded from the computation of weighted average diluted shares outstanding for the twelve months ended December 31, 2020 and twelve months ended December 29, 2019, as inclusion would have resulted in anti-dilution. A summary of these anti-dilutive common stock equivalents is provided in the table below: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 Number of options 726,500 676,480 Exercise price of options $2.36 - $12.58 $2.89 - $12.58 Warrants (1) — 142,185 Exercise price of warrants — $3.33 - $11.88 ________________________________ (1) Includes warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company’s IPO in July 2015 with an exercise price of $11.88 per share of common stock which expired on July 7, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All inter-company transactions and balances have been eliminated upon consolidation. |
Fiscal Years and Quarterly Periods | Fiscal Year and Quarterly Periods. Historically the Company’s year-end and quarter-end periods ended on the Sunday closest to the end of the calendar year and quarter-end periods. The fiscal year periods for 2020 and 2019 ended on December 31, 2020 and December 29, 2019, respectively. For 2020, the quarters which were three months and year to date periods which were three, six, nine, and twelve months, respectively, ended on March 31, June 30, September 30, and December 31, 2020. On March 13, 2020, the Company’s board of directors approved changing the Company’s year-end and quarter-end periods to match calendar year-end and quarter-end dates. The impact of this change on our 2020 result of operations is immaterial. All year, quarter, three month, and twelve month period references prior to 2020 relate to the Company’s fiscal year and fiscal quarters, as previously reported, unless otherwise stated. For ease of presentation, the Company refers to all annual periods |
Cash and Cash Equivalents and Accounts Payable | Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. The carrying value of cash and cash equivalents approximate fair value. |
Accounts Receivable | Accounts Receivable . |
Inventory | Inventories. Inventories are stated at the lower of cost or net realizable value, with cost determined on the first in, first out method (FIFO). The value of inventories is reduced for excess and obsolescence based on management's review of on-hand inventories compared to historical and estimated future sales and usage. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets. |
Property, Plant, and Equipment | Property, Plant, and Equipment. Property, plant, and equipment purchases are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in the statement of operations. |
Intangible Assets | Intangible Assets . |
Goodwill | Goodwill . |
Debt Issuance Costs | Debt Issuance Costs. Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as debt discount, as a reduction of the noted debt instrument. Debt issuance costs on term debt are amortized using the straight-line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight-line basis over the term of the related debt. |
Investments | Investments. Financial Accounting Standards Board (“FASB”) guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The Company has a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No impairment loss was recognized for the years ended December 31, 2020 and December 29, 2019. |
Stock Based Compensation | Stock Based Compensation. The Company accounts for its stock-based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight-line method over the vesting period, which represents the requisite service period. The Company accounts for forfeitures as they occur. |
Revenue Recognition | Revenue Recognition. Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. See Note 4, Revenues, for further information on the Company’s revenue recognition in accordance with Accounting Standards Codification (“ASC”) Topic 606. General Recognition Policy Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally, this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant. In general, for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Contract Balances The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted in the Accounts Receivable section of Note 2, Summary of Significant Accounting Policies , management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful account balances are noted in the Accounts Receivable section of Note 2. Practical Expedients The Company elects the practical expedient to expense costs incurred to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities. The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less. |
Shipping and Handling | Shipping and Handling. Shipping and handling costs are included in cost of sales as they are incurred. |
Income Taxes | Income Taxes. A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. |
Foreign Currency Adjustments/Foreign Currency Exchange | Foreign Currency Adjustments. The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations. Foreign Currency Exchange The expression of assets and liabilities in a currency other than the functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of operations using the exchange rates in effect at the time of the transaction. At December 31, 2020, the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2021 may increase or decrease. |
Derivative financial instruments | Derivative financial instruments. All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. |
Use of Estimates | Use of Estimates. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Examples include allowances for doubtful accounts and sales returns, allowances for inventory obsolescence, useful lives of depreciable assets, fixed asset and goodwill impairment analyses, valuation allowances for deferred tax assets, stock options, and financial instruments. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842 ), which supersedes the lease requirements in ASC 840, “Leases” (“ASC 840”). The ASU requires lessees to recognize a right of use (“ROU”) asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The Company adopted the standard as of January 1, 2020, by applying the modified retrospective method without restatement of comparative periods’ financial information, as permitted by the transition guidance. The Company elected the practical expedients package upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. The Company will not reassess whether any contracts entered prior to adoption are leases. The Company did not separate non-lease components from the associated lease component and, instead, elected to account for those components as a single component in certain circumstances. The Company also elected the short-term lease recognition exemption for all leases that qualify, which means the Company did not recognize ROU assets or lease liabilities for short-term leases. Instead, short term leases are expensed over the lease term. See Note 1 3 , Leases for the impact of the adoption which resulted in the recognition of ROU assets and corresponding lease liabilities In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The amendment will be effective for the fiscal year 2023. The Company is currently assessing the impact of the changes on the financial statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The guidance eliminates, adds and modifies certain disclosure requirements. This new guidance is effective for fiscal years beginning after December 15, 2019 for public companies. Early adoption is permitted for either the entire standard or provisions that eliminate or modify requirements. Adoption of the standard has not impacted our financial condition, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740). The guidance simplifies accounting for income taxes by removing certain exceptions. This new guidance is effective for fiscal years beginning after December 15, 2020 for public companies. Early adoption is permitted. We are continuing to evaluate the impact the adoption of this standard will have on our financial condition, results of operations or cash flows. In March 2020, the FASB issued ASU No. 2020-04 “ Reference Rate Reform ”. The ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or any other reference rate expected to be discontinued. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2022. The Company is currently assessing which contracts may be affected. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 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 twelve months ended December 31, 2020 and December 29, 2019: Twelve Months Ended Twelve Months Ended (In thousands) Net Sales Transportation $ 105,463 $ 131,589 Appliance 11,302 13,600 Other 3,449 7,300 Total $ 120,214 $ 152,489 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following: December 31, December 29, (In thousands) Raw materials $ 7,366 $ 7,963 Work in progress 1,225 129 Finished goods 3,360 4,955 Total inventory $ 11,951 $ 13,047 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment consists of the following: December 31, December 29, Depreciable (In thousands) Land $ 538 $ 1,663 Buildings 6,923 5,934 23 - 40 Shop equipment 23,436 22,982 7 - 10 Leasehold improvements 1,245 1,234 3 - 10 Office equipment 2,331 1,866 3 - 7 Mobile equipment 152 190 3 Construction in progress 2,315 1,543 Total cost 36,940 35,412 Accumulated depreciation 14,557 11,997 Property, plant, and equipment, net $ 22,383 $ 23,415 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets of the Company consist of the following at December 31, 2020: Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,518 $ 21,719 8.16 Trade names 4,673 1,924 16.43 Non-compete agreements 1,162 1,162 2.53 Unpatented technology 1,534 1,477 5.00 Total $ 33,887 $ 26,282 Intangible assets of the Company consist of the following at December 29, 2019: Gross Carrying Accumulated Weighted Average (In thousands) Customer contracts $ 26,523 $ 18,304 8.16 Trade names 4,673 1,698 16.43 Non-compete agreements 1,162 1,142 2.53 Unpatented technology 1,535 1,124 5.00 Total $ 33,893 $ 22,268 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the next five years is as follows: Estimated Amortization Expense (In thousands) 2021 $ 2,456 2022 1,305 2023 979 2024 759 2025 573 Thereafter 1,533 Total $ 7,605 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | The Company’s long-term debt consists of the following: December 31, December 29, (In thousands) U.S. Small Business Administration Paycheck Protection Program loan (PPP Note), payable in equal monthly installments on the first day after the deferment period. The PPP Note is unsecured and bears interest at 1% per annum. The PPP Note may be forgiven subject to the terms of the Paycheck Protection Program. $ 5,999 $ — US Term Loan, payable to lenders in quarterly installments of $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 5.25% and 6.03% per annum at December 31, 2020, and December 29, 2019, respectively. At December 31, 2020, the balance of the New US Term Loan is presented net of a debt discount of $0.2 million from costs paid to or on behalf of the lenders. 22,768 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 5.25% and 6.03% per annum at December 31, 2020 and December 29, 2019, respectively. At December 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. 8,876 10,384 Capital expenditure line payable to lenders in quarterly installments of 10% per annum of the outstanding principal balance commencing 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 5.25% and 6.09% per annum at December 31, 2020 and December 29, 2019, respectively. 1,220 1,300 Total debt excluding Revolver 38,863 36,067 Less current maturities 35,864 2,847 Long-term debt – Less current maturities $ 2,999 $ 33,220 |
Schedule of Minimum Consolidated EBITDA | The Consolidated EBITDA, as defined, must not be less than the amounts set forth below, with respect to the measurement period ended as of each date of determination set forth below: Date of Determination Measurement Period Minimum Consolidated EBITDA September 30, 2020 Trailing 3 months $3,000,000 December 31, 2020 Trailing 6 months $6,500,000 March 31, 2021 Trailing 9 months $10,000,000 June 30, 2021 Trailing 12 months $13,500,000 |
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: Future Maturities (In thousands) 2021 $ 48,019 2022 2,999 2023 — Total 51,018 Discounts (285) Debt issuance costs (376) Total debt, net $ 50,357 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liability | The table below summarizes the activity in the restructuring liability for the twelve months ended December 31, 2020: Employee Termination Benefits Liability Other Exit Costs Liability Total (In thousands) Accrual balance at December 29, 2019 $ 438 $ 116 $ 554 Provision for estimated expenses incurred during the year — 1,230 1,230 Payments made during the year 438 671 1,109 Asset impairments and other — 675 675 Accrual balance at December 31, 2020 $ — $ — $ — |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | June 11, 2019 September 30, 2019 February 25, 2020 April 6, 2020 Expected volatility 40.00 % 40.00 % 52.00 % 76.00 % Dividend yield — % — % — % — % Expected term (in years) 6 6 6 6 Risk-free rate 1.81 % 1.63 % 1.21 % 0.51 % August 12, 2020 September 4, 2020 November 4, 2020 December 7, 2020 Expected volatility 85.44 % 85.44 % 85.64 % 86.70 % Dividend yield — % — % — % — % Expected term (in years) 6 6 6 6 Risk-free rate 0.40 % 0.40 % 0.44 % 0.54 % |
Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity | A summary of option activity under both plans is presented below: Number of Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (1) (In thousands, except share data and exercise price) Outstanding at December 29, 2019 676,480 $ 5.48 7.1 $ 471 Granted 170,000 $ 3.24 9.5 Exercised — $ — 0.0 Forfeited or expired 119,980 $ 7.88 0.0 Outstanding at December 31, 2020 726,500 $ 4.53 7.2 $ 1,484 Vested and exercisable at December 31, 2020 327,500 $ 6.34 4.9 $ 503 _____________________________ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | Income before income taxes for U.S. and Non-U.S. operations are as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) U.S. (loss) income $ (11,274) $ (11,154) Non-U.S. income 1,780 2,123 (Loss) income before income taxes $ (9,494) $ (9,031) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision included in the consolidated statements of operations are all attributable to continuing operations and are detailed as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) Current tax expense: Federal $ (2,918) $ (17) State 42 35 Foreign 631 1,151 Total (2,245) 1,169 Deferred tax expense: Federal (1,236) (875) State (83) (80) Foreign (220) (177) Total (1,539) (1,132) Total income tax expense $ (3,784) $ 37 |
Schedule of Current and Noncurrent deferred taxes | The following table summarizes the components of temporary differences and carryforwards that give rise to deferred tax assets and liabilities: December 31, December 29, (In thousands) Deferred tax assets (liabilities): Allowance for doubtful accounts $ 345 $ 227 Inventories 99 313 Accrued payroll and benefits 513 78 Goodwill and intangible assets 951 504 Excess interest expense 447 605 Tax credits 1,427 797 Lease Liabilities 2,604 — Other 339 405 Deferred tax asset before valuation allowance 6,725 2,929 Valuation allowance (684) (621) Deferred tax asset 6,041 2,308 Property, plant, and equipment (2,544) (2,945) Lease Assets (2,495) — Other (109) (8) Deferred tax liability (5,148) (2,953) Total deferred tax asset (liability) $ 893 $ (645) |
Schedule of Income Taxes Based on Federal Tax Rate | A reconciliation of taxes on income from continuing operations based on the statutory federal income tax rate to the provision for income taxes is as follows: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands) Income tax expense (benefit) at US Statutory Tax Rate $ (1,994) $ (1,897) State income tax (benefit) expense, net of federal benefit (31) (28) Foreign tax rate differential 155 174 U.S. Tax on non-U.S. income (561) 241 Goodwill impairment — 1,208 Research and Development credits (269) (225) NOL carryback (1,037) 0 Valuation allowance 63 — Other (110) 564 Total provision for income taxes $ (3,784) $ 37 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases, Operating [Abstract] | |
Operating Lease Assets and Liabilities | Leased assets and liabilities included within the consolidated balance sheets consist of the following: Classification December 31, 2020 (In thousands) Right-of-Use-Assets Operating Operating Leases $ 10,415 Liabilities Current Operating Other accrued liabilities $ 2,309 Non-current Operating Other long term liabilities 8,911 Total lease liabilities $ 11,220 |
Schedule of Operating Lease Liability Maturity | Maturity of the Company’s lease liabilities as of December 31, 2020 is as follows: Estimated Future Lease Liability Maturities (In thousands) 2021 $ 2,927 2022 2,049 2023 1,371 2024 1,286 2025 1,279 Thereafter 5,410 Total lease payments 14,322 Less: interest 3,102 Present value of lease payments $ 11,220 |
Lease Remaining Term and Discount Rate | Remaining lease term and discount rates are as follows: December 31, 2020 Weighted average remaining lease term (years) 7 Weighted average discount rate 6.39 % |
Lease Costs Included In Cash Flow Statement | Lease costs included in the consolidated statements of cash flows are as follows: Twelve Months Ended December 31, 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 3,335 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 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 denominator of basic and diluted loss per share: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 (In thousands, except per share data) Numerator: Net (loss) $ (5,710) $ (9,068) Denominator: Weighted average shares outstanding, basic 9,779 9,779 Dilutive effect of stock-based awards — — Weighted average shares outstanding, diluted 9,779 9,779 Basic loss per share $ (0.58) $ (0.93) Diluted loss per share $ (0.58) $ (0.93) |
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: Twelve Months Ended December 31, 2020 Twelve Months Ended December 29, 2019 Number of options 726,500 676,480 Exercise price of options $2.36 - $12.58 $2.89 - $12.58 Warrants (1) — 142,185 Exercise price of warrants — $3.33 - $11.88 ________________________________ (1) Includes warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company’s IPO in July 2015 with an exercise price of $11.88 per share of common stock which expired on July 7, 2020. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Thousands | Apr. 09, 2021 | Dec. 31, 2020USD ($)segment | Dec. 29, 2019USD ($) |
Debt Instrument [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Revolver, current maturities | $ 11,494 | $ 0 | |
Line of credit | Amended And Restated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Revolver, current maturities | $ 44,400 | ||
Subsequent Event | |||
Debt Instrument [Line Items] | |||
Forbearance borrowing period | 68 days |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)reportingUnit | Dec. 29, 2019USD ($) | |
Concentration Risk [Line Items] | ||
Allowance for doubtful accounts | $ 1,200,000 | $ 900,000 |
Allowance for inventory valuation | $ 400,000 | 1,000,000 |
Number of reporting units for goodwill testing purposes | reportingUnit | 1 | |
Reporting unit, fair value in excess of carrying amount | 70.00% | |
Reporting unit, fair value in excess of carrying amount, discount rate | 13.00% | |
Carrying amount EBITDA margin | 8.00% | |
Carrying Amount EBITDA margin thereafter | 9.50% | |
Reporting unit, fair value in excess of carrying amount terminal growth rate | 2.50% | |
Impairment charge | $ 0 | 6,760,000 |
Impairment loss | 0 | 0 |
Dividend income | 100,000 | 100,000 |
Unrecognized tax benefits | 0 | 0 |
Income tax penalties and interest | $ 0 | $ 0 |
Percent of employees | 4.00% | |
United States | ||
Concentration Risk [Line Items] | ||
Percent of employees | 49.00% | |
Mexico | ||
Concentration Risk [Line Items] | ||
Percent of employees | 47.00% | |
Canada | ||
Concentration Risk [Line Items] | ||
Percent of employees | 37.00% | |
Geographic concentration risk | Sales revenue, net | Mexico | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 14.00% | 21.00% |
Geographic concentration risk | Sales revenue, net | Canada | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 6.00% | 10.00% |
Geographic concentration risk | Sales revenue, net | Other foreign countries | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 2.00% | 0.00% |
Geographic concentration risk | Production risk | Mexico | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 22.00% | 18.00% |
Geographic concentration risk | Production risk | Canada | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 9.00% | 8.00% |
General Motors Company | Customer concentration risk | Sales revenue, net | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 9.00% | 9.00% |
General Motors Company | Customer concentration risk | Accounts receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 7.00% | 8.00% |
Stellantis | Customer concentration risk | Sales revenue, net | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 6.00% | 5.00% |
Ford Motor Company | Customer concentration risk | Sales revenue, net | ||
Concentration Risk [Line Items] | ||
Concentration risk (percentage) | 6.00% | 3.00% |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 120,214 | $ 152,489 |
Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 105,463 | 131,589 |
Appliance | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 11,302 | 13,600 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 3,449 | $ 7,300 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,366 | $ 7,963 |
Work in progress | 1,225 | 129 |
Finished goods | 3,360 | 4,955 |
Total inventory | $ 11,951 | $ 13,047 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Inventory [Line Items] | ||
Allowance for inventory valuation | $ 400 | $ 1,000 |
Inventories, net | 11,951 | 13,047 |
Mexico | ||
Inventory [Line Items] | ||
Inventories, net | 3,100 | 3,600 |
Canada | ||
Inventory [Line Items] | ||
Inventories, net | $ 1,100 | $ 1,000 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 36,940 | $ 35,412 |
Accumulated depreciation | 14,557 | 11,997 |
Property, plant, and equipment, net | 22,383 | 23,415 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 538 | 1,663 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 6,923 | 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 | $ 23,436 | 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 | $ 1,245 | 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 | $ 2,331 | 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 | $ 152 | 190 |
Mobile equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Depreciable Life – Years | 3 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 2,315 | $ 1,543 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 3,000 | $ 2,900 |
Property, plant, and equipment, net | 22,383 | 23,415 |
Mexico | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | 3,700 | 4,100 |
Canada | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, net | $ 400 | $ 600 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets by major class (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 33,887 | $ 33,893 |
Accumulated Amortization | 26,282 | 22,268 |
Amortization expense | $ 4,000 | 3,900 |
Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 11 months 15 days | |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,518 | 26,523 |
Accumulated Amortization | $ 21,719 | $ 18,304 |
Customer contracts | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 8 years 1 month 28 days | 8 years 1 month 28 days |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,673 | $ 4,673 |
Accumulated Amortization | $ 1,924 | $ 1,698 |
Trade names | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 16 years 5 months 4 days | 16 years 5 months 4 days |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,162 | $ 1,162 |
Accumulated Amortization | $ 1,162 | $ 1,142 |
Non-compete agreements | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 2 years 6 months 10 days | 2 years 6 months 10 days |
Unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,534 | $ 1,535 |
Accumulated Amortization | $ 1,477 | $ 1,124 |
Unpatented technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life – Years | 5 years | 5 years |
Intangible Assets - Finite-live
Intangible Assets - Finite-lived intangible assets, future amortization expense schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 2,456 | |
2022 | 1,305 | |
2023 | 979 | |
2024 | 759 | |
2025 | 573 | |
Thereafter | 1,533 | |
Total | $ 7,605 | $ 11,625 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Apr. 23, 2020USD ($) | Nov. 08, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 29, 2019USD ($) | Aug. 07, 2020USD ($) | Apr. 24, 2020USD ($) | Apr. 03, 2020USD ($) | Jul. 16, 2019USD ($) | Apr. 29, 2016USD ($) |
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 38,863,000 | $ 36,067,000 | |||||||
Notes payable | 51,018,000 | ||||||||
Debt issuance costs | 400,000 | 300,000 | |||||||
Unamortized discount | 285,000 | 400,000 | |||||||
Amortization of debt issuance costs | 200,000 | 200,000 | |||||||
Commercial Paper | PPP under CARES Act | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 6,000,000 | ||||||||
Interest rate | 1.00% | ||||||||
Senior credit facility, second amendment | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | 100,000 | ||||||||
Credit agreement | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
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 | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Credit agreement | Line of credit | Secured debt | London Interbank Offered Rate (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] | |||||||||
Long-term line of credit | $ 11,700,000 | ||||||||
New revolver | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,700,000 | ||||||||
Effective interest rate | 5.25% | ||||||||
CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 8,876,000 | $ 10,384,000 | |||||||
Effective interest rate | 5.25% | 6.03% | |||||||
Amended And Restated Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, liquidity amount required, minimum | $ 5,000,000 | ||||||||
Maximum total leverage ratio | 2 | ||||||||
Debt instrument, covenant, consolidated EBITDA | $ 600,000 | ||||||||
Debt instrument, covenant, debt costs, maximum | $ 175,000 | ||||||||
Debt instrument, covenant, restructuring costs maximum | 500,000 | ||||||||
Minimum debt service coverage ratio | 1.20 | ||||||||
Minimum borrowing base percentage | 20.00% | ||||||||
Debt instrument, covenant, leverage ratio after DSCR | 1.10 | ||||||||
Amended And Restated Credit Agreement | Debt Instrument, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, purchase and enterprise resource planning costs maximum | 200,000 | ||||||||
Amended And Restated Credit Agreement | Debt Instrument, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, purchase and enterprise resource planning costs maximum | $ 100,000 | ||||||||
Amended And Restated Credit Agreement | Fiscal Quarter Ending September 30, 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum total leverage ratio | 3.75 | ||||||||
Amended And Restated Credit Agreement | Fiscal Quarter Ending December 31, 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum total leverage ratio | 3.50 | ||||||||
Amended And Restated Credit Agreement | Fiscal Quarter Ending March 31, 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum total leverage ratio | 3.25 | ||||||||
Amended And Restated Credit Agreement | Fiscal Quarter Ending June 30, 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum total leverage ratio | 3.25 | ||||||||
Amended And Restated Credit Agreement | Fiscal Quarter Thereafter | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum total leverage ratio | 3 | ||||||||
Amended And Restated Credit Agreement | 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 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 73,000,000 | ||||||||
Amended And Restated Credit Agreement | Line of credit | Secured debt | Base Rate | Minimum | 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 | London Interbank Offered Rate (LIBOR) | Minimum | 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 | $ 22,768,000 | $ 24,383,000 | |||||||
Effective interest rate | 5.25% | 6.03% | |||||||
Unamortized discount | $ 200,000 | ||||||||
Line of credit for capital expenditures | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | 1,220,000 | $ 1,300,000 | |||||||
PPP under CARES Act | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 5,999,000 | $ 0 | |||||||
Effective interest rate | 1.00% | ||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | US term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum increase to principal amount | 26,000,000 | ||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal amount | $ 12,000,000 | ||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Debt instrument, term to fund capital expenditures | 2 years | ||||||||
Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line of credit | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||
November 8, 2018 through November 8, 2019 | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line of credit for capital expenditures | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||
November 9, 2019 through November 8, 2020 | Unique Fabricating NA, Inc. And Unique-Intasco Canada, Inc. | Amended And Restated Credit Agreement | Line of credit for capital expenditures | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||
December 31, 2018 through September 30, 2020 | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment amount | $ 300,000 | ||||||||
October 1, 2020 through September 30, 2021 | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment amount | $ 600,000 | ||||||||
October 1, 2020 through September 30, 2021 | Line of credit for capital expenditures | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of principal payment | 10.00% | ||||||||
October 1, 2021 through November 7, 2023 | CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized discount | $ 100,000 | ||||||||
Principal payment amount | 400,000 | ||||||||
October 1, 2021 through November 7, 2023 | New US Term Loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment amount | $ 800,000 | ||||||||
October 1, 2021 through November 7, 2023 | Line of credit for capital expenditures | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of principal payment | 12.50% | ||||||||
Effective interest rate | 5.25% | 6.09% | |||||||
December 31, 2018 through November 7, 2023 | CA term loan | Line of credit | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal payment amount | $ 400,000 | ||||||||
December 31, 2019 through September 30, 2020 | Line of credit for capital expenditures | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of principal payment | 7.50% | ||||||||
December 31, 2021 through November 7, 2023 | Line of credit for capital expenditures | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of principal payment | 12.50% | ||||||||
December 31, 2020 through September 30, 2021 | Line of credit for capital expenditures | Line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Percent of principal payment | 10.00% |
Long-term Debt - Schedule of lo
Long-term Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Debt Instrument [Line Items] | ||
Unamortized discount | $ 285 | $ 400 |
Total debt excluding Revolver | 38,863 | 36,067 |
Less current maturities | 35,864 | 2,847 |
Long-term debt – Less current maturities | 2,999 | 33,220 |
Line of credit for capital expenditures | ||
Debt Instrument [Line Items] | ||
Total debt excluding Revolver | $ 1,220 | 1,300 |
Line of credit | PPP under CARES Act | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 1.00% | |
Total debt excluding Revolver | $ 5,999 | $ 0 |
Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.25% | 6.03% |
Unamortized discount | $ 200 | |
Total debt excluding Revolver | $ 22,768 | $ 24,383 |
Line of credit | CA term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.25% | 6.03% |
Total debt excluding Revolver | $ 8,876 | $ 10,384 |
October 1, 2020 through September 30, 2021 | Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Principal payment amount | $ 600 | |
October 1, 2020 through September 30, 2021 | Line of credit | Line of credit for capital expenditures | ||
Debt Instrument [Line Items] | ||
Percent of principal payment | 10.00% | |
October 1, 2021 through November 7, 2023 | Line of credit | New US Term Loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Principal payment amount | $ 800 | |
October 1, 2021 through November 7, 2023 | Line of credit | CA term loan | Secured debt | ||
Debt Instrument [Line Items] | ||
Principal payment amount | 400 | |
Unamortized discount | $ 100 | |
October 1, 2021 through November 7, 2023 | Line of credit | Line of credit for capital expenditures | ||
Debt Instrument [Line Items] | ||
Effective interest rate | 5.25% | 6.09% |
Percent of principal payment | 12.50% |
Long-term Debt - Minimum Consol
Long-term Debt - Minimum Consolidated EBITDA (Details) - Amended And Restated Credit Agreement | Dec. 31, 2020USD ($) |
Fiscal Quarter Ending September 30, 2020 | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | $ 3,000,000 |
Fiscal Quarter Ending December 31, 2020 | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | 6,500,000 |
Fiscal Quarter Ending March 31, 2021 | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | 10,000,000 |
Fiscal Quarter Ending June 30, 2021 | |
Debt Instrument [Line Items] | |
Minimum Consolidated EBITDA | $ 13,500,000 |
Long-term Debt - Schedule of re
Long-term Debt - Schedule of repayment of maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 48,019 | |
2022 | 2,999 | |
2023 | 0 | |
Total | 51,018 | |
Discounts | (285) | $ (400) |
Debt issuance costs | (376) | |
Total debt, net | $ 50,357 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) - Interest rate swap - Not designated as hedging instrument - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2020 | Dec. 29, 2019 | Jun. 28, 2019 | Nov. 30, 2018 | Jun. 29, 2018 | Oct. 02, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||||||||
Fixed interest rate | 3.075% | 1.093% | 1.055% | |||||
Notional amount | $ 5,000,000 | $ 1,900,000 | $ 16,700,000 | |||||
Notional amount quarterly decrease | $ 100,000 | $ 300,000 | ||||||
Derivative fair value assets (liabilities) | $ (1,200,000) | $ (900,000) | ||||||
Interest expense | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Monthly settlements | $ 500,000 | $ 30,000 | ||||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Nine Two Thousand Eighteen | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | $ 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Eight Two Thousand Nineteen | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount | 17,500,000 | |||||||
Notional amount quarterly decrease | $ 500,000 | |||||||
Notional amount quarterly increase | 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until September Thirty Two Thousand Twenty | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount | 17,500,000 | |||||||
Notional amount quarterly decrease | 200,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until December Thirty First Twenty Twenty One | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | 400,000 | |||||||
Derivative Instrument, Periodic Payment, Installment Periods Until November Eighth Twenty Twenty Three | ||||||||
Derivatives, Fair Value [Line Items] | ||||||||
Notional amount quarterly decrease | $ 600,000 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Millions | Nov. 07, 2019position | Jul. 16, 2019position | Dec. 29, 2019USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 29, 2019USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||
Workforce reduction due to plant closure | position | 47 | |||||
Bryan Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Workforce reduction due to plant closure | position | 43 | |||||
Bryan Restructuring | Other Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Amount of restructuring cost incurred | $ 0.6 | |||||
Bryan Restructuring | One-time Termination Benefits | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Amount of restructuring cost incurred | $ 0.3 | |||||
Evansville Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Percentage of sublease secured | 11.00% | |||||
Evansville Restructuring | All Restructuring Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Amount of restructuring cost incurred | $ 0.6 | |||||
Evansville Restructuring | Contract Termination Leased Facility Remaining Payments | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Amount of restructuring cost incurred | $ 0.7 | $ 1.1 |
Restructuring - Liability (Deta
Restructuring - Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 554 | |
Provision for estimated expenses incurred during the year | 1,230 | $ 2,752 |
Payments made during the year | 1,109 | |
Asset impairments and other | 675 | |
Ending balance | 0 | 554 |
Employee Termination Benefits Liability | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 438 | |
Provision for estimated expenses incurred during the year | 0 | |
Payments made during the year | 438 | |
Asset impairments and other | 0 | |
Ending balance | 0 | 438 |
Other Exit Costs Liability | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 116 | |
Provision for estimated expenses incurred during the year | 1,230 | |
Payments made during the year | 671 | |
Asset impairments and other | 675 | |
Ending balance | $ 0 | $ 116 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) $ / shares in Units, $ in Millions | Dec. 07, 2020$ / sharesshares | Nov. 04, 2020$ / sharesshares | Sep. 04, 2020$ / sharesshares | Aug. 12, 2020$ / sharesshares | Apr. 06, 2020$ / sharesshares | Feb. 25, 2020$ / sharesshares | Sep. 30, 2019$ / sharesshares | Jun. 11, 2019boardMember$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 29, 2019USD ($) | Jul. 31, 2020shares | Jun. 30, 2016shares | Jan. 04, 2015shares |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 30,000 | ||||||||||||
Share price (in dollars per share) | $ 5.50 | ||||||||||||
Selling, General and Administrative Expenses | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Allocated share-based compensation expense | $ | $ 0.1 | $ 0.1 | |||||||||||
Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Unrecognized compensation cost | $ | $ 0.3 | ||||||||||||
Compensation cost, weighted average period (in years) | 6 years 7 months 6 days | ||||||||||||
The 2013 Stock Incentive Plan | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Common stock shares reserved for future issuance (in shares) | shares | 495,000 | ||||||||||||
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) | shares | 495,000 | ||||||||||||
Expiration period | 10 years | ||||||||||||
Risk-free rate | 0.51% | 1.21% | 1.63% | ||||||||||
Expected volatility | 76.00% | 52.00% | 40.00% | ||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 72,500 | ||||||||||||
Granted (in dollars per share) | $ 2.89 | ||||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | ||||||||||||
The 2013 Stock Incentive Plan | Chief Executive Officer | Award vesting, first anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | ||||||||||||
The 2013 Stock Incentive Plan | Chief Financial Officer | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 12,500 | ||||||||||||
Granted (in dollars per share) | $ 2.36 | ||||||||||||
The 2013 Stock Incentive Plan | Chief Financial Officer | Award vesting on grant date | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | ||||||||||||
The 2013 Stock Incentive Plan | Chief Financial Officer | Award vesting, first anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | ||||||||||||
The 2013 Stock Incentive Plan | Employees | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 7,500 | ||||||||||||
Granted (in dollars per share) | $ 3.32 | ||||||||||||
The 2013 Stock Incentive Plan | Employees | Award vesting on grant date | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 40.00% | ||||||||||||
The 2013 Stock Incentive Plan | Employees | Award vesting, first anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
The 2013 Stock Incentive Plan | Employees | Award vesting, second anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
The 2013 Stock Incentive Plan | Employees | Award vesting, third anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
The 2013 Stock Incentive Plan | Employees | Award vesting, fourth anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
The 2013 Stock Incentive Plan | Board of Director | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Number of shares authorized (in shares) | shares | 30,000 | ||||||||||||
Number of board members | boardMember | 1 | ||||||||||||
Weighted average grant date fair value (in dollars per share) | $ 2.93 | ||||||||||||
Share price (in dollars per share) | $ 1.10 | ||||||||||||
2014 Omnibus Performance Award Plan | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Number of shares authorized (in shares) | shares | 700,000 | 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 | 0.54% | 0.44% | 0.40% | 0.40% | 1.21% | 1.63% | 1.81% | ||||||
Expected volatility | 86.70% | 85.64% | 85.44% | 85.44% | 52.00% | 40.00% | 40.00% | ||||||
2014 Omnibus Performance Award Plan | Award vesting, second anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, third anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Award vesting, fourth anniversary | Employee Stock Option | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 140,000 | ||||||||||||
Granted (in dollars per share) | $ 2.89 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 72,500 | ||||||||||||
Granted (in dollars per share) | $ 2.89 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 40.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting on grant date | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Additional vesting on grant date | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Executive Officer | Award vesting, first anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 25,000 | ||||||||||||
Granted (in dollars per share) | $ 2.36 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 12,500 | ||||||||||||
Granted (in dollars per share) | $ 2.36 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Award vesting on grant date | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | ||||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Award vesting, first anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 40.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Award vesting, second anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Award vesting, third anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Chief Financial Officer | Award vesting, fourth anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | ||||||||||||
2014 Omnibus Performance Award Plan | Employees | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 7,500 | 18,750 | 7,500 | 11,250 | 7,500 | ||||||||
Granted (in dollars per share) | $ 4.72 | $ 3.40 | $ 3.13 | $ 3.05 | $ 3.32 | ||||||||
Weighted average grant date fair value (in usd per share) | $ 1.64 | ||||||||||||
2014 Omnibus Performance Award Plan | Employees | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 7,500 | 18,750 | 7,500 | 11,250 | 15,000 | ||||||||
Granted (in dollars per share) | $ 4.72 | $ 3.40 | $ 3.13 | $ 3.05 | $ 3.32 | ||||||||
2014 Omnibus Performance Award Plan | Employees | Award vesting on grant date | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | ||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 7.50 | $ 7.50 | $ 7.50 | $ 7.50 | $ 7.50 | ||||||||
2014 Omnibus Performance Award Plan | Employees | Additional vesting on grant date | Employee Stock Option, Incentive | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 50.00% | 50.00% | 50.00% | ||||||||||
Closing price of common stock for ten out of twenty consecutive trading days (in dollars per share) | $ 12.50 | $ 12.50 | $ 12.50 | $ 12.50 | $ 12.50 | $ 12.50 | |||||||
2014 Omnibus Performance Award Plan | Employees | Award vesting, first anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 40.00% | 40.00% | 40.00% | 40.00% | 40.00% | ||||||||
2014 Omnibus Performance Award Plan | Employees | Award vesting, second anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||
2014 Omnibus Performance Award Plan | Employees | Award vesting, third anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||
2014 Omnibus Performance Award Plan | Employees | Award vesting, fourth anniversary | Employee Stock Option, Non Statutory | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Award vesting rights, percentage | 20.00% | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||
The 2013 Plan and The 2014 Plan | |||||||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Shares granted (in shares) | shares | 170,000 | ||||||||||||
Granted (in dollars per share) | $ 3.24 |
Stock Incentive Plans - Valuati
Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option | Dec. 07, 2020 | Nov. 04, 2020 | Sep. 04, 2020 | Aug. 12, 2020 | Apr. 06, 2020 | Feb. 25, 2020 | Sep. 30, 2019 | Jun. 11, 2019 |
The 2013 Stock Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected volatility | 76.00% | 52.00% | 40.00% | |||||
Dividend yield | 0.00% | 0.00% | ||||||
Expected term (in years) | 6 years | 6 years | ||||||
Risk-free rate | 0.51% | 1.21% | 1.63% | |||||
2014 Omnibus Performance Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected volatility | 86.70% | 85.64% | 85.44% | 85.44% | 52.00% | 40.00% | 40.00% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||
Expected term (in years) | 6 years | 6 years | 6 years | 6 years | 6 years | 6 years | ||
Risk-free rate | 0.54% | 0.44% | 0.40% | 0.40% | 1.21% | 1.63% | 1.81% |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of stock options and stock awards (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 11, 2019 | Dec. 31, 2020 | Dec. 29, 2019 | Dec. 31, 2020 |
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 676,480 | |||
Granted (in shares) | 30,000 | |||
Outstanding at end of period (in shares) | 726,500 | 676,480 | ||
Aggregate Intrinsic Value | ||||
Share price (in dollars per share) | $ 5.50 | |||
The 2013 Plan and The 2014 Plan | ||||
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 676,480 | |||
Granted (in shares) | 170,000 | |||
Exercised (in shares) | 0 | |||
Forfeited or expired (in shares) | 119,980 | |||
Outstanding at end of period (in shares) | 726,500 | 676,480 | ||
Vested and exercisable (in shares) | 327,500 | |||
Weighted Average Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ 5.48 | |||
Granted (in dollars per share) | 3.24 | |||
Exercised (in dollars per share) | 0 | |||
Forfeited or expired (in dollars per share) | 7.88 | |||
Outstanding at end of period (in dollars per share) | $ 4.53 | $ 5.48 | ||
Vested and exercisable (in dollars per share) | $ 6.34 | |||
Weighted Average Remaining Contractual Term (in years) | ||||
Outstanding weighted average remaining contractual term | 7 years 2 months 12 days | 7 years 1 month 6 days | ||
Granted | 9 years 6 months | |||
Exercised | 0 years | |||
Forfeited or expired | 0 years | |||
Vested and exercisable | 4 years 10 months 24 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at beginning of period | $ 471 | |||
Outstanding at end of period | $ 471 | $ 471 | $ 1,484 | |
Vested and exercisable | $ 503 |
Income Taxes - Schedule of inco
Income Taxes - Schedule of income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. (loss) income | $ (11,274) | $ (11,154) |
Non-U.S. income | 1,780 | 2,123 |
(Loss) income before income taxes | $ (9,494) | $ (9,031) |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Current tax expense: | ||
Federal | $ (2,918) | $ (17) |
State | 42 | 35 |
Foreign | 631 | 1,151 |
Total | (2,245) | 1,169 |
Deferred tax expense: | ||
Federal | (1,236) | (875) |
State | (83) | (80) |
Foreign | (220) | (177) |
Total | (1,539) | (1,132) |
Total income tax expense | $ (3,784) | $ 37 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Deferred tax assets (liabilities): | ||
Allowance for doubtful accounts | $ 345 | $ 227 |
Inventories | 99 | 313 |
Accrued payroll and benefits | 513 | 78 |
Goodwill and intangible assets | 951 | 504 |
Excess interest expense | 447 | 605 |
Tax credits | 1,427 | 797 |
Lease Liabilities | 2,604 | 0 |
Other | 339 | 405 |
Deferred tax asset before valuation allowance | 6,725 | 2,929 |
Valuation allowance | (684) | (621) |
Deferred tax asset | 6,041 | 2,308 |
Property, plant, and equipment | (2,544) | (2,945) |
Lease Assets | (2,495) | 0 |
Other | (109) | (8) |
Deferred tax liability | (5,148) | (2,953) |
Deferred tax asset | $ 893 | |
Total deferred tax asset (liability) | $ (645) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax credit carryforward | $ 1,400,000 | |
Prior year income taxes | (561,000) | |
Unrecognized tax benefits | 0 | $ 0 |
Income tax penalties and interest | $ 0 | $ 0 |
Income Taxes - Schedule of in_2
Income Taxes - Schedule of income taxes based on federal tax rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) at US Statutory Tax Rate | $ (1,994) | $ (1,897) |
State income tax (benefit) expense, net of federal benefit | (31) | (28) |
Foreign tax rate differential | 155 | 174 |
U.S. Tax on non-U.S. income | (561) | |
U.S. Tax on non-U.S. income | 241 | |
Goodwill impairment | 0 | 1,208 |
Research and Development credits | (269) | (225) |
NOL carryback | (1,037) | 0 |
Valuation allowance | 63 | 0 |
Other | (110) | 564 |
Total income tax expense | $ (3,784) | $ 37 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Renewal term | 5 years |
Leases - Lease Asset and Liabil
Leases - Lease Asset and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 29, 2019 |
Right-of-Use-Assets | ||
Operating leases | $ 10,415 | $ 0 |
Liabilities | ||
Current, other accrued liabilities | 2,309 | |
Noncurrent, other liabilities | 8,911 | |
Total lease liabilities | $ 11,220 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long term liabilities |
Operating Leases - Schedule of
Operating Leases - Schedule of Operating Lease Maturities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases, Operating [Abstract] | |
2021 | $ 2,927 |
2022 | 2,049 |
2023 | 1,371 |
2024 | 1,286 |
2025 | 1,279 |
Thereafter | 5,410 |
Total lease payments | 14,322 |
Less: interest | 3,102 |
Operating lease liability | $ 11,220 |
Leases - Remaining Lease Term (
Leases - Remaining Lease Term (Details) | Dec. 31, 2020 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 7 years |
Weighted average discount rate | 6.39% |
Leases - Lease Costs Included i
Leases - Lease Costs Included in Statement of Cash Flow (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 3,335 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contribution amount | $ 0.4 | $ 0.2 |
Defined contribution plan, initial contribution | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent | 100.00% | |
Employer matching contribution, percent of employees gross pay | 3.00% | |
Defined contribution plan, additional contribution | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution, percent | 50.00% | |
Employer matching contribution, percent of employees gross pay | 2.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jun. 11, 2019 | Mar. 18, 2013 | Dec. 31, 2020 | Dec. 29, 2019 | Mar. 18, 2018 |
Related Party Transaction [Line Items] | |||||
Granted (in shares) | 30,000 | ||||
Affiliated Entity | Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Annual management fees | $ 0.3 | ||||
Expenses from management contract | $ 0.2 | $ 0.2 | |||
Management agreement, term | 5 years | ||||
Equity ownership percent to terminate agreement | 50.00% | ||||
Affiliated Entity | 6th Avenue Group Services | |||||
Related Party Transaction [Line Items] | |||||
Expenses from management contract | $ 0.2 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Numerator: | ||
Net (loss) | $ (5,710) | $ (9,068) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 9,779 | 9,779 |
Dilutive effect of stock-based awards (in shares) | 0 | 0 |
Weighted average shares outstanding, diluted (in shares) | 9,779 | 9,779 |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Basic loss per share (in dollars per share) | $ (0.58) | $ (0.93) |
Diluted loss per share (in dollars per share) | $ (0.58) | $ (0.93) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 29, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of options (in shares) | 726,500 | 676,480 |
Exercise price of options lower limit (in usd per share) | $ 2.36 | $ 2.89 |
Exercise price of options upper limit (in usd per share) | $ 12.58 | $ 12.58 |
Warrants (in shares) | 142,185 | |
Warrant, exercise price range, lower limit (in usd per share) | $ 3.33 | |
Warrant, exercise price range, upper range limit (in usd per share) | $ 11.88 | |
Warrants for Underwriters | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Warrants to purchase (in shares) | 141,000 |