10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission file number: 001-37480

UNIQUE FABRICATING, INC.

(Exact name of registrant as specified in its Charter)

Delaware	46-1846791
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Unique Fabricating, Inc.

800 Standard Parkway

Auburn Hills, MI 48326

(248)-853-2333

(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.001 per share	UFAB	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes ☐ No ☒

As of November 7, 2019, the registrant had 9,779,147 shares of common stock outstanding.

TABLE OF CONTENTS

Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of September 29, 2019 (unaudited) and as of December 30, 2018 (unaudited)	1
Condensed Consolidated Statements of Operations for the thirteen and thirty-nine week periods ended September 29, 2019 (unaudited) and thirteen and thirty-nine week periods ended September 30, 2018 (unaudited)	2
Condensed Consolidated Statements of Stockholders' Equity for the thirteen and thirty-nine week periods ended September 29, 2019 (unaudited) and the thirteen and thirty-nine week periods ended September 30, 2018 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the thirteen and thirty-nine week periods ended September 29, 2019 (unaudited) and thirteen and thirty-nine week periods ended September 30, 2018 (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	41
Item 4. Controls and Procedures	42
Part II Other Information	43
Signatures	45

i

ITEM 1. FINANCIAL STATEMENTS    

UNIQUE FABRICATING, INC.

Condensed Consolidated Balance Sheets (Unaudited)

	September 29, 2019			December 30, 2018
Assets
Current assets
Cash and cash equivalents	$	1,527,065		$	1,409,593
Accounts receivable – net	27,852,600			30,831,182
Inventory – net	14,532,549			16,285,507
Prepaid expenses and other current assets:
Prepaid expenses and other	2,606,478			2,511,486
Refundable taxes	1,405,034			983,073
Total current assets	47,923,726			52,020,841
Property, plant, and equipment – net	24,991,472			25,077,745
Goodwill	22,110,782			28,871,179
Intangible assets– net	12,598,169			15,568,383
Other assets
Investments – at cost	1,054,120			1,054,120
Deposits and other assets	225,057			198,854
Deferred tax asset	744,920			496,181
Total assets	$	109,648,246		$	123,287,303
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	12,805,366		$	11,465,222
Current maturities of long-term debt	2,947,498			3,350,000
Income taxes payable	—			40,634
Accrued compensation	2,329,549			2,848,282
Other accrued liabilities	1,731,984			1,432,109
Total current liabilities	19,814,397			19,136,247
Long-term debt – net of current portion	33,432,062			34,667,768
Line of credit-net	14,453,598			17,904,869
Other long-term liabilities	1,037,994			395,154
Deferred tax liability	1,470,413			2,295,105
Total liabilities	70,208,464			74,399,143
Stockholders’ Equity
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,779,147 and 9,779,147 issued and outstanding at September 29, 2019 and December 30, 2018, respectively	9,780			9,780
Additional paid-in-capital	45,998,996			45,881,848
Retained earnings	(6,568,994		)	2,996,532
Total stockholders’ equity	39,439,782			48,888,160
Total liabilities and stockholders’ equity	$	109,648,246		$	123,287,303

See Notes to Condensed Consolidated Financial Statements.

1

UNIQUE FABRICATING, INC.

Condensed Consolidated Statements of Operations (Unaudited)

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018			Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Net sales	$	38,549,844		$	42,051,968		$	116,905,831		$	135,098,491
Cost of sales	31,375,421			33,528,457			93,219,296			104,305,811
Gross profit	7,174,423			8,523,511			23,686,535			30,792,680
Selling, general, and administrative expenses	6,538,005			7,226,204			21,234,250			22,571,692
Impairment of goodwill	—			—			6,760,397			—
Restructuring expenses	990,649			175,526			1,815,188			1,155,910
Operating (loss) income	(354,231		)	1,121,781			(6,123,300		)	7,065,078
Non-operating (expense) income
Other (expense) income, net	(13,496		)	21,166			29,303			(43,167		)
Interest expense	(1,148,700		)	(836,887		)	(3,580,434		)	(2,433,360		)
Total non-operating expense, net	(1,162,196		)	(815,721		)	(3,551,131		)	(2,476,527		)
(Loss) income – before income taxes	(1,516,427		)	306,060			(9,674,431		)	4,588,551
Income tax (benefit) expense	(252,270		)	(320,763		)	(597,862		)	698,830
Net (loss) income	$	(1,264,157	)	$	626,823		$	(9,076,569	)	$	3,889,721
Net (loss) income per share
Basic	$	(0.13	)	$	0.06		$	(0.93	)	$	0.40
Diluted	$	(0.13	)	$	0.06		$	(0.93	)	$	0.39
Cash dividends declared per share	$	—		$	0.15		$	0.05		$	0.45

 

See Notes to Condensed Consolidated Financial Statements.

2

UNIQUE FABRICATING, INC.

Condensed Consolidated Statements of Stockholders’ Equity  (Unaudited)

	Number of Shares	Common Stock		Additional Paid-In Capital		Retained Earnings			Total
Balance - December 31, 2017	9,757,563	$	9,758	$	45,712,568	$	5,159,753		$	50,882,079
Net income	—	—		—		1,511,889			1,511,889
Stock option expense	—	—		33,260		—			33,260
Exercise of warrants and options for common stock	9,000	9		29,991		—			30,000
Cash dividends paid	—	—		—		(1,465,000		)	(1,465,000		)
Balance - April 1, 2018	9,766,563	$	9,767	$	45,775,819	$	5,206,642		$	50,992,228
Net income	—	—		—		1,751,009			1,751,009
Stock option expense	—	—		32,680		—			32,680
Exercise of warrants and options for common stock	5,024	5		3,995		—			4,000
Cash dividends paid	—	—		—		(1,465,223		)	(1,465,223		)
Balance - July 1, 2018	9,771,587	$	9,772	$	45,812,494	$	5,492,428		$	51,314,694
Net income	—	—		—		626,823			626,823
Stock option expense	—	—		32,681		—			32,681
Exercise of warrants and options for common stock	—	—		—		—			—
Cash dividends paid	—			—		(1,465,681		)	(1,465,681		)
Balance - September 30, 2018	9,771,587	$	9,772	$	45,812,494	$	5,492,428		$	50,508,517

	Number of Shares	Common Stock		Additional Paid-In Capital		Retained Earnings			Total
Balance - December 30, 2018	9,779,147	$	9,780	$	45,881,848	$	2,996,532		$	48,888,160
Net loss	—	—		—		(189,117		)	(189,117		)
Stock option expense	—	—		32,681		—			32,681
Cash dividends paid	—	—		—		(488,957		)	(488,957		)
Balance - April 1, 2019	9,779,147	$	9,780	$	45,914,529	$	2,318,458		$	48,242,767
Net (loss) income	—	—		—		(7,623,295		)	(7,623,295		)
Stock option expense	—	—		65,681		—			65,681
Balance - June 30, 2019	9,779,147	$	9,780	$	45,980,210	$	(5,304,837	)	$	40,685,153
Net (loss) income	—	—		—		(1,264,157		)	(1,264,157		)
Stock option expense	—	—		18,786		—			18,786
Balance - September 29, 2019	9,779,147	$	9,780	$	45,998,996	$	(6,568,994	)	$	39,439,782

See Notes to Condensed Consolidated Financial Statements.

3

UNIQUE FABRICATING, INC.

 Condensed Consolidated Statements of Cash Flows (Unaudited)

	Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Cash flows from operating activities
Net (loss) income	$	(9,076,569	)	$	3,889,721
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment of goodwill	6,760,397			—
Inventory allowance	1,741,924			—
Depreciation and amortization	5,139,638			4,947,495
Amortization of debt issuance costs	133,112			106,609
Loss on sale of assets	4,959			5,179
Bad debt adjustment	191,363			(52,483		)
Loss (gain) on derivative instrument	745,803			(5,645		)
Stock option expense	117,148			98,621
Deferred income taxes	(1,073,431		)	27,797
Changes in operating assets and liabilities that provided (used) cash:
Accounts receivable	2,787,219			(3,902,083		)
Inventory	11,034			(1,176,587		)
Prepaid expenses and other assets	(646,119		)	(445,198		)
Accounts payable	336,821			2,708,213
Accrued and other liabilities	(259,492		)	614,747
Net cash provided by operating activities	6,913,807			6,816,386
Cash flows from investing activities
Purchases of property and equipment	(2,129,658		)	(4,691,424		)
Proceeds from sale of property and equipment	41,548			28,205
Net cash used in investing activities	(2,088,110		)	(4,663,219		)
Cash flows from financing activities
Net change in bank overdraft	1,003,323			(364,849		)
Payments on term loans and note payable	(3,012,500		)	(2,962,477		)
Proceeds from capital expenditure line	1,300,000			—
(Repayment) proceeds from revolving credit facilities, net	(3,510,091		)	5,088,039
Proceeds from exercise of stock options and warrants	—			34,000
Distribution of cash dividends	(488,957		)	(4,395,904		)
Net cash used in financing activities	(4,708,225		)	(2,601,191		)
Net increase (decrease) in cash and cash equivalents	117,472			(448,024		)
Cash and cash equivalents – beginning of period	1,409,593			1,430,937
Cash and cash equivalents – end of period	$	1,527,065		$	982,913
Supplemental disclosure of cash flow Information – cash paid for
Interest	$	3,442,309		$	2,304,312
Income taxes	$	356,964		$	1,178,482

 

See Notes to Condensed Consolidated Financial Statements.

4

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 — Nature of Business and Significant Accounting Policies

Nature of Business — UFI Acquisition, Inc. (“UFI”), a Delaware corporation, was formed on January 14, 2013, for the purpose of acquiring Unique Fabricating, Inc. and its subsidiaries (“Unique Fabricating”) (collectively, the “Company” or “Unique”) on March 18, 2013. The Company operates as one operating and reportable segment to fabricate and broker foam and rubber products, which are primarily sold to original equipment manufacturers (“OEMs”) and tiered suppliers in the automotive, appliance, water heater and heating, ventilation and air conditioning (HVAC) industries. In September 2014, UFI changed its name to Unique Fabricating, Inc. which is now the parent company of the consolidated group. As a result of the name change, the subsidiary previously named Unique Fabricating, Inc. became Unique Fabricating NA, Inc.

Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. The interim results for the periods presented may not be indicative of the Company's actual annual results. These condensed consolidated financial statements should be read in conjunction with the notes to the condensed consolidated financial statements as of and for the year ended December 30, 2018 included in the Companys’s annual report on Form 10-K for such period.

Principles of Consolidation — The condensed consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

Fiscal Years — The Company’s quarterly periods end on the Sunday closest to the end of the calendar quarterly period. For 2019, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 29, 2019, and for 2018, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 30, 2018. Fiscal year 2018 ended on Sunday, December 30, 2018.

Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Accounts Receivable — Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the existing accounts receivable. Management determines the allowance based on historical write-off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful accounts was $849,423 and $684,996 at September 29, 2019 and December 30, 2018, respectively.

Inventory — Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO). Inventory acquired as part of a business combination is recorded at its estimated fair value at the time of the business combination. The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments.

Valuation of Long-Lived Assets — The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Property, Plant, and Equipment — Property, plant, and equipment purchases are recorded at cost. Property, plant, and equipment acquired as part of a business combination are recorded at estimated fair value at the time of the business combination. Depreciation is calculated using the straight line method over the estimated useful life of each asset. Leasehold

5

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in net income. Repair and maintenance costs are expensed as incurred.

Intangible Assets — The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Acquired intangible assets subject to amortization are amortized on a straight line basis, which approximates the pattern in which the economic benefit of the respective intangible is realized, over their respective estimated useful lives. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Goodwill — Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has one reporting unit and operating segment for goodwill testing purposes.

During the second quarter of 2019, the Company experienced a decline in market capitalization, which is a potential indicator of impairment. As a result, the Company performed an interim quantitative assessment as of June 30, 2019, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis performed indicated the carrying value of the reporting unit exceeded the fair value of the reporting unit as of June 30, 2019. A goodwill impairment charge of $6,760,397 was recognized during the 39 weeks ended September 29, 2019 and no impairment charges recognized during the 13 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively. Key assumptions used in the analysis were a discount rate of 12.5%, EBITDA margin and a terminal growth rate of 2.0%. No such indicators of impairment were identified during the 13 weeks ended September 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 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 September 29, 2019 and December 30, 2018, debt issuance costs were $322,973 and $381,793, respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $407,938 and $482,232, respectively. On November 8, 2018, the Company amended its current Credit Agreement (the “Amended and Restated Credit Agreement”), which increased the Company's term loan debt and is further described in Note 6. The Company reviewed this amendment for extinguishment accounting and concluded that as of the date of the amendment $59,110 of the remaining $172,600 debt issuance costs not amortized on the revolving debt facility qualified for extinguishment accounting and were recognized as a loss on extinguishment immediately. The remaining unamortized debt issuance costs not extinguished on the old revolving debt facility and all of the of remaining unamortized debt issuance costs on the term loans did not meet extinguishment accounting and therefore were carried forward to the new revolving debt facility and term loans.

Amortization expense of both debt issuance costs and debt discounts has been recognized as a component of interest expense in the amounts of $44,369 and $133,112 for the 13 and 39 weeks ended September 29, 2019, and $35,536 and $106,609 for the 13 and 39 weeks ended September 30, 2018, respectively.

Investments — Investments in entities in which the Company has less than a 20 percent interest or is not able to exercise significant influence are carried at cost, as there is not a readily determined fair value for these investments. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated

6

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

earnings, which are applied as a reduction of the cost of the investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No dividend income or impairment loss was recognized for the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Accounts Payable — Under the Company’s cash management system, checks issued but not yet presented to the Company’s bank frequently result in overdraft balances for accounting purposes and are classified as accounts payable on the consolidated balance sheets. Accounts payable included $2,639,254 and $1,802,712 of checks issued in excess of available cash balances at September 29, 2019 and December 30, 2018, respectively.

Stock Based Compensation — The Company accounts for its stock based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight line method over the vesting period, which represents the requisite service period.

Revenue Recognition — The following table presents the Company's net sales disaggregated by major sales channel for the 13 and 39 weeks ended September 29, 2019:

	Thirteen Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 29, 2019
Net Sales
Automotive	$	33,432,013	$	100,964,000
HVAC, water heater, and appliances	3,096,874		10,354,874
Other	2,020,957		5,586,957
Total	$	38,549,844	$	116,905,831

General Recognition Policy

Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant.

In general for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Contract Balances

The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted above in the Accounts Receivable section, management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful account balances are noted above in the Accounts Receivable section.

7

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Practical Expedients

The Company elects the practical expedient to expense costs incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities.

The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less.

Shipping and Handling — Shipping and handling costs are included in costs of sales as they are incurred.

Income Taxes — A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remain open. The Company had no unrecognized tax benefits as of September 29, 2019 and September 30, 2018. The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the 13 and 39 weeks ended September 29, 2019 or September 30, 2018, respectively.

Foreign Currency Adjustments — The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations.

Concentration Risks — The Company is exposed to various significant concentration risks as follows:

Customer and Credit — During the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, the Company’s net sales were derived from customers principally engaged in the North American automotive industry.  The following table presents the Company's sales directly and indirectly to General Motors Company (GM), Fiat Chrysler Automobiles (FCA), and Ford Motor Company (Ford) as a percentage of total net sales:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
General Motors Company (GM)	17	%	15	%	18	%	14	%
Fiat Chrysler Automobiles (FCA)	15	%	16	%	15	%	16	%
Ford Motor Company (Ford)	14	%	10	%	12	%	11	%

No customer represented more than 10 percent of direct Company sales for the 13 weeks ended September 29, 2019. GM accounted for 10 percent of direct Company sales for the 39 weeks ended September 29, 2019. No customer represented more than 10 percent of direct Company sales for the 13 and 39 weeks ended September 30, 2018.

GM accounted for more than 8 percent of direct accounts receivable as of September 29, 2019. GM accounted for 14 percent of direct accounts receivable as of December 30, 2018.

8

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Labor Markets — At September 29, 2019, of the Company’s hourly plant employees working in the United States manufacturing facilities, 32 percent were covered under a collective bargaining agreement which expires in August 2022 while another 6 percent were covered under a separate collective bargaining agreement that expires in February 2023. On October 18, 2019, subsequent to the end of the third quarter, the Company's hourly plant employees in Bryan, Ohio voted to unionize with a contract to be negotiated during the fourth quarter of 2019.

Foreign Currency Exchange — The expression of assets and liabilities in a currency other than the Company's functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. At September 29, 2019, the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2019 may increase or decrease.

International Operations — The Company manufactures and sells products outside of the United States primarily in Mexico and Canada. Foreign operations are subject to various political, economic and other risks and uncertainties inherent in foreign countries. Among other risks, the Company’s operations may be subject to the risks of: restrictions on transfers of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; political conditions; and governmental regulations. The following table presents the Company's production in Mexico, Canada, and other foreign markets:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	17	%	19	%	18	%
Canada	7	%	10	%	7	%	10	%
Other	—	%	—	%	—	%	—	%

The following table presents the Company's sales derived from customers located in Mexico, Canada, and other foreign countries:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	18	%	18	%	17	%
Canada	7	%	9	%	9	%	10	%
Other	1	%	2	%	1	%	2	%

Derivative Financial Instruments — All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. See Note 7 for further information regarding the Company's derivative instrument makeup.

Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements  —

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606. This ASU superseded most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and established a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or

9

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

services. The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method in its first quarter of 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis. The Company did not record a cumulative adjustment related to the adoption of ASU 2014-09, and the effects of adoption were not significant.

In January 2016, the FASB issued guidance, together with related, subsequently issued guidance, that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The guidance should be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption, except for equity securities without readily determinable fair values, to which the guidance should be applied prospectively. The Company adopted this guidance on January 1, 2018 and concluded this did not have a material effect on its consolidated financial statements. The Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment.

In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the consolidated statements of operations and cash flows will be generally consistent with current guidance. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2019. The Company believes the impact that the adoption of this guidance will have on its consolidated financial statements will be to materially increase assets and liabilities on the consolidated balance sheet, but it is not expected to materially impact the consolidated statements of operations.

Note 2 — Business Combinations

The Company intends to continue to selectively pursue opportunistic acquisitions that provide additional products and processes, as well as entrance into new growth markets. There were no new acquisitions for the 13 and 39 weeks ended September 29, 2019 or for the 13 and 39 weeks ended September 30, 2018.

Note 3 — Inventory

Inventory consists of the following:

	September 29, 2019		December 30, 2018
Raw materials	$	8,375,838	$	9,562,962
Work in progress	534,472		547,729
Finished goods	5,622,239		6,174,816
Total inventory	$	14,532,549	$	16,285,507

The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments. The allowance for obsolete inventory was $2,350,600 and $557,066 at September 29, 2019 and December 30, 2018, respectively. During the third quarter of 2019, the Company increased the inventory allowance by $1,741,924 which is included in cost of sales in the condensed consolidated statement of operations. This was due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. No similar increase to the inventory allowance occurred during the 13 and 39 weeks ended September 30, 2018.

10

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Included in inventory are assets located in Mexico with a carrying amount of $3,148,569 at September 29, 2019 and $3,340,748 at December 30, 2018, and assets located in Canada with a carrying amount of $1,045,303 at September 29, 2019 and $1,177,256 at December 30, 2018.

Note 4 — Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	September 29, 2019		December 30, 2018		Depreciable Life – Years
Land	$	1,663,153	$	1,663,153
Buildings	6,898,455		6,898,455		23 – 40
Shop equipment	23,121,164		21,165,566		7 – 10
Leasehold improvements	1,211,680		1,130,507		3 – 10
Office equipment	1,671,924		1,650,626		3 – 7
Mobile equipment	189,575		282,805		3
Construction in progress	1,520,040		1,514,082
Total cost	36,275,991		34,305,194
Accumulated depreciation	11,284,519		9,227,449
Net property, plant, and equipment	$	24,991,472	$	25,077,745

Depreciation expense was $738,632 and $2,169,422 for the 13 and 39 weeks ended September 29, 2019, respectively, and $647,541 and $1,872,531 for the 13 and 39 weeks ended September 30, 2018, respectively.

Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $3,991,934 and $3,209,973 at September 29, 2019 and December 30, 2018, respectively, and assets located in Canada with a carrying amount of $599,553 and $656,183 at September 29, 2019 and December 30, 2018, respectively.

Note 5 — Intangible Assets

Intangible assets of the Company consist of the following at September 29, 2019:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	17,467,982	8.16
Trade names	4,673,044		1,642,500		16.43
Non-compete agreements	1,161,790		1,136,175		2.53
Unpatented technology	$	1,534,787	$	1,047,860	5.00
Total	$	33,892,686	$	21,294,517

Intangible assets of the Company consist of the following at December 30, 2018:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	14,936,128	8.16
Trade names	4,673,044		1,452,276		16.43
Non-compete agreements	1,161,790		1,117,626		2.53
Unpatented technology	1,534,787		$	818,273	5.00
Total	$	33,892,686	$	18,324,303

The weighted average amortization period for all intangible assets is 8.96 years. Amortization expense for intangible assets totaled $996,729 and $2,970,216 for the 13 and 39 weeks ended September 29, 2019, respectively, and $1,014,136 and $3,074,964 for the 13 and 39 weeks ended September 30, 2018, respectively.

11

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Estimated amortization expense is as follows for the remainder of the current fiscal year and future fiscal years are as follows:

2019	$	985,888
2020	3,913,627
2021	2,455,712
2022	1,305,314
2023	978,787
Thereafter	2,958,841
Total	$	12,598,169

Note 6 — Long-term Debt

Credit Agreement

On April 29, 2016, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower”) and Citizens Bank, National Association (“Citizens”), acting as lender and Administrative Agent, and other lenders, entered into a credit agreement (the “Credit Agreement”) providing for borrowings of up to the aggregate principal amount of $62.0 million. The Credit Agreement was a senior secured credit facility and consisted of a revolving line of credit of up to $30.0 million (the “Revolver”) to the US Borrower, a $17.0 million principal amount term loan (the “US Term Loan”) to the US Borrower, and a $15.0 million principal amount term loan (the “CA Term Loan”) to the CA Borrower. At Closing, the US Term Loan and the CA Term Loan were fully funded and the US Borrower borrowed approximately $22.9 million under the Revolver.

On August 18, 2017, the US Borrower and the CA Borrower entered into the Second Amendment (the “Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Amendment converted $4.0 million of outstanding borrowings under the Revolver into an additional $4.0 million term loan to the US Borrower (the “US Term Loan II”). The conversion of a portion of the outstanding borrowings under the Revolver did not reduce the aggregate amount available to be borrowed under it.

On August 8, 2018, the US Borrower and the CA Borrower entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Fourth Amendment required the Company to use the net proceeds from the sale of the Ft. Smith, Arkansas building to reduce the outstanding borrowings under the Revolver. The application of the net proceeds did not permanently reduce the amounts that could be borrowed under the Revolver. The Fourth Amendment also eased, for the fiscal quarter ended September 30, 2018, the financial covenant ratio which determined the Company's ability to pay dividends.

On September 20, 2018, the US Borrower and the CA Borrower entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its then maximum of $30.0 million. This increase implemented by the Fifth Amendment was effective until October 31, 2018, at which point the maximum amount that could be borrowed under the Revolver reverted back to $30.0 million and was replaced by the Amended and Restated Credit Agreement described below.

Amended and Restated Credit Agreement

On November 8, 2018, the US Borrower and the CA Borrower entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement which is a five year agreement, among other things, increased the principal amount of US Term Loan borrowings to $26.0 million, created a two year line to fund capital expenditures of up to $2.5 million through November 8, 2019 and $5.0 million thereafter through November 8, 2020, and extended the maturity dates of all borrowings from April 28, 2021 to November 7, 2023. The Amended and Restated Credit Agreement provides for borrowings of up to $30.0 million under the Revolver, subject to availability under the terms of the Amended and Restated Credit Agreement, and left the principal amount on the CA Term Loan at approximately $12.0 million, the same as it was under the previous Credit Agreement. The Amended and Restated Credit Agreement combined

12

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

the previous US Term Loan and US Term Loan II (the “New US Term Loan”), and increased the aggregate principal amount to $26.0 million from $15.9 million, in total, from the previous US Term Loan and Term Loan II. The increase in the principal amount effected by the New U.S. Term Loan replaced and termed-out outstanding borrowings under the Revolver. The Amended and Restated Credit Agreement changes the quarterly principal payments of the New US Term Loan to $337,500 through September 30, 2020, $575,000 thereafter through September 30, 2021, and $812,500 thereafter with a lump sum due at maturity. Finally, the agreement made certain changes to the Company's covenants and financial covenant ratios.

The Revolver, New US Term Loan, and CA Term Loan all mature on November 7, 2023 and bear interest at the Company's election of either (i) the greater of the Prime Rate or the Federal Funds Effective Rate (the “Base Rate”) or (ii) the LIBOR rate, plus an applicable margin ranging from 1.75% to 3.25% per annum in the case of the Base Rate and 2.75% to 4.25% per annum in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds, measured quarterly, as increased by the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement which is further described below. The fair value of debt approximates book value based on the variable terms.

In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and the New US and CA Term Loans not to exceed a $10.0 million principal amount, in the aggregate, provided that before and after giving effect to the proposed increase (and any transactions to be consummated using proceeds of the increase), the total leverage and debt service coverage ratios do not exceed specified amounts. The Amended and Restated Credit Agreement also provides for the issuance of letters of credit with a face amount of up to a $2.0 million, in the aggregate, provided that any letter of credit that is issued will reduce availability under the Revolver.

As of September 29, 2019, $14,776,571 was outstanding under the Revolver. This amount is gross of debt issuance costs which are further described in Note 1. The Revolver had an effective interest rate of 6.362% percent per annum at September 29, 2019, and is secured by substantially all of the Company’s assets. At September 29, 2019, the maximum additional available borrowings under the Revolver was $10,001,372, which includes a reduction for a $100,000 letter of credit issued for the benefit of the landlord of one of the Company’s leased facilities, and a reduction of the borrowing base capacity to $24,877,944 under the borrowing base restrictions of the Amended and Restated Credit Agreement.

Long term debt consists of the following:

	September 29, 2019		December 30, 2018
New US Term Loan, payable to lenders in quarterly installments of $337,500 through September 30, 2020, $575,000 through September 30, 2021, and $812,500 through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the New US Term Loan is presented net of a debt discount of $283,743 from costs paid to or on behalf of the lenders.	$	24,703,756	$	25,664,582
CA Term Loan, payable to lenders in quarterly installments of $375,000 through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the CA Term Loan is presented net of a debt discount of $124,195 from costs paid to or on behalf of the lenders.	10,375,804		$	11,853,186

Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the Credit Agreement. Interest accrued monthly at an annual rate of 6.00%. The note payable was paid in full on February 6, 2019.	—		500,000
Capital expenditure line payable to lenders in quarterly installments of 7.5% per annum of the outstanding principal balance commencing December 31, 2019 through September 30, 2020, 10% per annum through September 30, 2021, and 12.5% per annum through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019.	1,300,000		—
Total debt excluding Revolver	36,379,560		38,017,768
Less current maturities	2,947,498		3,350,000
Long-term debt – Less current maturities	$	33,432,062	$	34,667,768

13

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Covenant Compliance

The Amended and Restated Credit Agreement contains customary negative covenants and requires that the Company comply with various financial covenants, including a total leverage ratio and debt service coverage ratio, as defined in the Amended and Restated Credit Agreement. As of December 30, 2018, the Company was in compliance with these financial covenants. Additionally, the New US Term Loan and CA Term Loan each contains a clause, effective December 30, 2018, that requires an excess cash flow payment to be made to the lenders to reduce the New US Term Loan and CA Term Loan if the Company’s cash flow exceeds certain thresholds as defined by the Amended and Restated Credit Agreement. No payments were required to be made in the 13 and 39 weeks ended September 29, 2019.

As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the Waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. As a result of this waiver, the lenders did not accelerate the maturity of the debt.

On June 14, 2019, the Company entered into the Waiver and Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition.

On June 28, 2019, the Company entered into the Waiver and Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition.

On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as adding the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined. The Fourth Amendment permits distributions as long as the Borrower is in compliance with specified conditions including that the Borrower's liquidity, as defined, is not less than $5 million after giving effect to the distribution, total leverage ratio is not more than 2.00 to 1.00, post distribution, debt service coverage ratio ("DSCR"), as defined, is not greater than 1.10 to 1.00, and Borrower is in compliance with financial convenants, before and after giving effect to the distributions. The Company is compliant with the covenants set forth in the Waiver and Fourth Amendment as of September 29, 2019.

On August 7, 2019, the Company entered into the Fifth Amendment to the Credit Agreement and Loan Documents (The "Fifth Amendment"). The Fifth Amendment amended the definition of unadjusted consolidated EBITDA to include consolidated net income plus the sum of interest expense, tax expense, depreciation and amortization expense, and non-cash impairment charges of goodwill.

The Company will not pay a dividend during the remainder of 2019.

Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows:

14

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

2019	$	337,500
2020	3,193,125
2021	4,175,625
2022	4,912,500
2023	38,945,319
Thereafter	—
Total	51,564,069
Discounts	(407,938		)
Debt issuance costs	(322,973		)
Total debt – Net	$	50,833,158

Note 7 — Derivative Financial Instruments

Interest Rate Swap

The Company holds derivative financial instruments, in the form of an interest rate swap, as required by its Credit Agreement and Amended and Restated Credit Agreement, for the purpose of hedging certain identifiable transactions in order to mitigate risks relating to the variability of future earnings and cash flows caused by interest rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The interest rate swap is recognized in the accompanying consolidated balance sheets at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized currently in net income as interest expense in the accompanying consolidated statements of operations.

Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into an interest rate swap which requires the Company to pay a fixed rate of 1.055 percent per annum while receiving a variable rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount. The notional amount at the effective date was $16,681,250 which decreased by $318,750 each quarter until June 30, 2017, and thereafter decreased by $425,000 each quarter until June 29, 2018, when it began decreasing by $531,250 per quarter until it expired on June 28, 2019.

Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, the Company entered into another interest rate swap with requires the Company to pay a fixed rate of 1.093 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR, for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1,900,000 which decreases by $100,000 each quarter until it expires on September 30, 2020.

Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 3.075 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5,037,500 which increased by $378,125 each quarter until June 28, 2019 when the notional amount increased to $17,540,625 due to the interest rate swap from 2016 described above expiring. The notional amount then decreases each quarter by $153,125 until September 30, 2020 when the notional amount increases to $17,475,000 due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $431,250 until December 31, 2021, then decreases each subsequent quarter by $609,375 until it expires on November 8, 2023

At September 29, 2019, the fair value of all swaps was in a net liability position of $1,037,994 and is included in other accrued liabilities and other long term liabilities in the condensed consolidated balance sheet. The Company paid $22,279 and received $63,761 in the aggregate, in net monthly settlements with respect to the interest rate swaps for the 13 and 39 weeks ended September 29, 2019, respectively. At September 30, 2018, the fair value of the swaps was $164,965, and was included in other long-term assets in the consolidated balance sheets. The Company received $35,659 and  $84,554 with respect to the interest rate swaps for the 13 and 39 weeks ended September 30, 2018, respectively. Both the change in fair value and the monthly settlements were included in interest expense in the consolidated statements of operations.

Note 8 — Restructuring

15

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company's restructuring activities are undertaken as necessary to implement management's strategy and improve profitability. The restructuring activities generally relate to realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, either in the normal course of business or pursuant to specific restructuring programs.

2019 Restructurings

Bryan Restructuring

On November 7, 2019, the Company made the decision to close its manufacturing facility in Bryan, Ohio. The Company currently expects to cease operations at the Bryan facility by the end of January 2020, and estimates that approximately 43 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Bryan production to its manufacturing facilities in Queretaro, Mexico and LaFayette, GA. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company expects to incur one-time severance costs as a result of this plant closure of approximately $0.5 million during the fourth quarter of 2019. The amount of other costs incurred associated with this plant closure, which will primarily consist of preparing and moving existing production equipment and inventory at Bryan to other facilities, will be approximately $0.8 million during the first quarter of 2020.

Evansville Restructuring

On July 16, 2019, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company currently expects to cease operations at the Evansville facility by the end of December 2019, and estimates that approximately 47 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Evansville production to its manufacturing facilities in LaFayette, GA, Auburn Hills, MI, and Louisville, KY. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company incurred one-time severance costs as a result of this plant closure of $331,416 and $331,416 in the 13 and 39 weeks ended September 29, 2019, respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Evansville to other facilities was $518,493 and $518,493 in the 13 and 39 weeks ended September 29, 2019. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.    

The Company will incur total lease payments for the remaining term of an existing warehouse lease of $1.2 million which will be accrued upon the cease use of the facility in the fourth quarter of 2019. The Company is actively pursuing a sublease of the facility.

Departures

On September 30, 2019, subsequent to the end of the third quarter, our Chief Financial Officer (CFO) announced his resignation, effective October 11, 2019. The Company's new President and Chief Executive Officer (CEO) will serve as the Interim CFO until such time that a permanent CFO is named. The Company did not incur any restructuring costs in connection with this resignation.

On September 17, 2019, the Company named a new President and Chief Executive Officer of the Company, who began employment with the Company on September 30, 2019, subsequent to the end of the third quarter. The Company did not incur any restructuring costs in connection with this appointment.

16

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On July 30, 2019, our former President and Chief Executive Officer of the Company (CEO), resigned as from the board of directors. The Company did not incur any additional restructuring costs in connection with his resignation from the board of directors.

On May 6, 2019, the former President and CEO of the Company resigned by mutual agreement of both parties. The Company incurred one-time restructuring costs of $140,740 and $720,712 during the 13 and 39 weeks ended September 29, 2019, respectively, in connection with his resignation. Further charges expected to be incurred subsequent to September 29, 2019 are expected to be immaterial.

Salaried Restructuring

On May 15, 2019 and February 1, 2019, the Company announced that in order to reduce fixed costs it would be eliminating a number of salaried positions throughout the Company. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. This reduction took place and the Company incurred restructuring costs of $0 and $244,567 in the 13 and 39 weeks ended September 29, 2019, respectively.

The table below summarizes the activity in the restructuring liability for the 39 weeks ended September 29, 2019.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at December 31, 2018	$	—	$	—	$	—
Provision for estimated expenses to be incurred	1,296,695		518,493		1,815,188
Payments made during the period	729,685		384,243		1,113,928
Accrual balance at September 29, 2019	567,010		134,250		701,260

2018 Restructuring

Fort Smith Restructuring

On February 13, 2018, the Company made the decision to close its manufacturing facility in Fort Smith, Arkansas. The Company ceased operations at the Fort Smith facility in July of 2018, and approximately 20 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities. The Company moved existing Fort Smith production to its manufacturing facilities in Evansville, Indiana and Monterrey, Mexico. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other of its facilities.

In October 2018, the Company sold the building it owned in Fort Smith, which had a net book value of $733,059, for cash proceeds of $876,032 resulting in a gain on the sale of $142,973. The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

The Company incurred one-time severance costs as a result of this plant closure of $60,423 and $233,782 in the 13 and 39 weeks ended September 30, 2018, respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Fort Smith to other facilities was $115,103 and $559,461 in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.

Port Huron Restructuring

On February 1, 2018, the Company made the decision to close its manufacturing facility in Port Huron, Michigan. The Company ceased operations at the Port Huron facility in June of 2018 and 7 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of its facilities. As such, the Company moved existing Port Huron production to our manufacturing facilities in London, Ontario, Auburn Hills, Michigan, and Louisville, Kentucky. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for

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UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations, and the Company has continuing cash flows from the production being moved to other of its facilities.  The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

The Company incurred one-time severance costs as a result of this plant closure of $0 and $64,768 in the 13 and 39 weeks ended September 30, 2018. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Port Huron to other facilities was $0 and $297,899 in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.

The table below summarizes the activity in the restructuring liability for the 13 and 39 ended September 30, 2018.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at January 1, 2018	$	—	$	—	$	—
Provision for estimated expenses incurred during the year	298,551		857,359		1,155,910
Payments made during the period	298,551		857,359		1,155,910
Accrual balance at September 30, 2018	$	—	$	—	$	—

Note 9 — Stock Incentive Plans

2013 Stock Incentive Plan

The Company’s board of directors approved a stock incentive plan (the “Plan”) in 2013. The Plan permits the Company to grant 495,000 non statutory or incentive stock options to the employees, directors and consultants of the Company. 495,000 shares of unissued common stock are reserved for the Plan. The board of directors has the authority to determine the participants to whom stock options shall be awarded as well as any restrictions to be placed upon the awards. The exercise price cannot be less than the fair value of the underlying shares at the time the stock options are issued and the maximum length of an award is ten years.

On July 17, 2013 and January 1, 2014, the board of directors approved the issuance of 375,000 and 120,000 non statutory stock option awards, respectively, to employees of the Company with an exercise price of $3.33 per share with a weighted average grant date fair value of $0.23 and $0.35 per share, respectively. On April 29, 2016, the Company issued 7,200 non statutory stock option awards to employees of the Company with an exercise price of $12.58 and with a weighted average grant date fair value of $2.80 per share. On September 15, 2017, the Company issued 5,000 non statutory stock option awards to employees of the Company with an exercise price of $7.65 per share and with a weighted average grant date fair value of $1.41 per share. All 4 grants of the awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries thereafter. Vested awards can only be exercised while the participants are employed by the Company.

The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

	September 15, 2017		April 29, 2016		January 1, 2014		July 17, 2013
Expected volatility	40.00	%	40.00	%	34.00	%	34.00	%
Dividend yield	7.00	%	5.00	%	—	%	—	%
Expected term (in years)	5		5		4		4
Risk-free rate	1.81	%	1.28	%	1.27	%	0.96	%

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UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On September 30, 2019, subsequent to the end of the third quarter, the compensation committee of the board of directors approved the issuance of 72,500 non statutory stock option awards, respectively, to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. Vested awards can only be exercised while the participant is employed by the Company.

2014 Omnibus Performance Award Plan

In 2014, the board of directors and stockholders adopted the Unique Fabricating, Inc. 2014 Omnibus Performance Award Plan, or the 2014 Plan. The 2014 Plan provides for the grant of cash awards, stock options, stock appreciation rights, or SARs, shares of restricted stock and restricted stock units, or RSUs, performance shares and performance units. The 2014 Plan originally authorized the grant of awards relating to 250,000 shares of our common stock. In the event of any transaction that causes a change in capitalization, the Compensation Committee, such other committee administering the 2014 Plan or the board of directors will make such adjustments to the number of shares of common stock delivered, and the number and/or price of shares of common stock subject to outstanding awards granted under the 2014 Plan, as it deems appropriate and equitable to prevent dilution or enlargement of participants’ rights. An amendment approved in March of 2016 by our board of directors which was approved by our stockholders at our annual meeting of stockholders in June 2016, increased the number of shares authorized for grant of awards under the 2014 Plan to a total of 450,000 shares of our common stock.

On August 17, 2015, the board of directors approved the issuance of stock option awards for 230,000 shares of which 45,000 shares subject to non statutory awards were granted to the board of directors and 185,000 incentive stock options were granted to employees of the Company. All of the awards had an exercise price of $12.50 per share with a weighted average grant date fair value of $2.72 per share. These awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries of the grant date thereafter. Vested awards can only be exercised while the participants are employed by the Company.

On November 20, 2015, the board of directors approved the issuance of incentive stock option awards for 15,000 shares to employees of the Company. All of the awards had an exercise price of $11.50 per share with a weighted average grant date fair value of $2.23 per share. The vesting schedule, vesting percentage, and capability of the employees to exercise these options are the same as these for the August 17, 2015 grants discussed above.

On April 29, 2016, the board of directors approved the issuance of stock option awards for 5,000 shares to employees of the Company. All of the awards had an exercise price of $12.58 per share with a weighted average grant date fair value of $2.80 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20 and August 17, 2015 grants described above.

On September 15, 2017, the board of directors approved the issuance of stock option awards for 15,000 shares to employees of the Company. All of the awards had an exercise price of $7.65 per share with a weighted average grant date fair value of $1.41 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20, August 17, 2015, and April 29, 2016 grants discussed above.

On June 11, 2019, the compensation committee of the board of directors approved the issuance of stock option awards for 30,000 shares to one member of the board. The award had an exercise price of $2.93 per share with a weighted average grant date fair value of $1.10 per share. These options vested immediately on the date of grant as the service conditions required for this award had already been met on the day of the award.

The fair value of each of the option awards described above is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options for adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

19

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

	June 11, 2019		September 15, 2017		April 29, 2016		November 20, 2015		August 17, 2015
Expected volatility	40.00	%	40.00	%	40.00	%	35.00	%	38.00	%
Dividend yield	—	%	7.00	%	5.00	%	5.00	%	4.80	%
Expected term (in years)	5		5		5		5		5
Risk-free rate	1.85	%	1.81	%	1.28	%	1.70	%	1.58	%

On September 30, 2019, subsequent to the end of the third quarter, 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. Vested awards can only be exercised while the participant is employed by the Company. On September 30, 2019, subsequent to the end of the third quarter, 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. Vested awards can only be exercised while the participant is employed by the Company.

A summary of option activity under both plans is presented below:

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(1)
Outstanding at December 30, 2018	563,680	$	7.25	5.61
Granted	30,000	$	2.93	10
Exercised	—	$	—	0
Forfeited or expired(2)	192,200	$	—	0
Outstanding at September 29, 2019	401,480	$	5.46	5.73	$	—
Vested and exercisable at September 29, 2019	343,040	$	5.50	5.10	$	—

(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 September 29, 2019 and multiplying this result by the related number of options outstanding and exercisable at September 29, 2019. The estimated fair value of the shares is based on the closing price of the stock of $2.85 as of September 29, 2019. As of September 29, 2019 there is no intrinsic value as the exercise prices are greater than the estimated fair value.

(2) Represents shares forfeited by the former CEO in May 2019 as a result of his departure.

The Company recorded compensation expense of $18,786 and $117,147 for the 13 and 39 weeks ended September 29, 2019, respectively, and $32,681 and $98,621 for the 13 and 39 weeks ended September 30, 2018, respectively, in its consolidated statements of operations, as a component of sales, general and administrative expenses. The income tax (expense) benefit related to share based compensation expense was $3,126 and $24,039 for the 13 and 39 weeks ended September 29, 2019 and $(680) and $15,020 for the 13 and 39 weeks ended September 30, 2018.

As of September 29, 2019, there was $46,355 of total unrecognized compensation cost related to non-vested stock option awards under the plans. That cost is expected to be recognized over a weighted average period of 0.42 years.

Note 10 — Income Taxes

For interim tax reporting we estimate our annual effective tax rate and apply it to our year to date income before income taxes. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effect of changes in tax laws or rates, are reported in the interim period in which they occur, if applicable.  

20

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Income tax (benefit) expense for the 13 and 39 weeks ended September 29, 2019 was $(252,270) and $(597,862), respectively, compared to $(320,763) and $698,830 for the 13 and 39 weeks ended September 30, 2018, respectively.

During the 13 weeks ended September 29, 2019, the differences between the actual effective tax rate of 16.6% and the statutory rate of 21.0% was primarily due to earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits in the U.S.

During the 39 weeks ended September 29, 2019, the difference between the actual effective tax rate of 6.8% and statutory rate of 21.0% was primarily due to the impairment of non-deductible goodwill as well as earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits in the U.S.

During the 13 and 39 weeks ended September 30, 2018, the difference between the actual effective tax rate of (104.8)% and 15.2%, respectively, and the statutory rate of 21.0% was primarily due to provision to return adjustments on the 2017 return related to one-time transition tax expense, research and development credits, and manufacturing incentives in the U.S., partially offset by earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S.

Note 11 — Operating Leases

The Company leases office space, production facilities and equipment under operating leases with various expiration dates through the year 2024. The leases for office space and production facilities require the Company to pay taxes, insurance, utilities and maintenance costs. Five of the leases for office space and production facilities provide for escalating rents over the life of the respective leases and rent expense for these leases is recognized over the term of the lease on a straight line basis, with the difference between lease payments and rent expense recorded as deferred rent in other accrued liabilities in the consolidated balance sheets. Total rent expense charged to operations was approximately $762,193 and $1,748,611 for the 13 and 39 weeks ended September 29, 2019 and $621,986 and $1,956,437 for the 13 and 39 weeks ended September 30, 2018.

Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at September 29, 2019:

2019	$	582,870
2020	2,334,821
2021	2,212,300
2022	1,726,243
2023	1,175,351
Thereafter	7,587,350
Total	$	15,618,935

Note 12 — Retirement Plans

The Company maintains a defined contribution plan covering certain full time salaried employees. Employees can make elective contributions to the plan. The Company contributes 100 percent of an employee’s contribution up to the first 3 percent of each employee’s total compensation and 50 percent for the next 2 percent of each employee’s total compensation. In addition, the Company, at the discretion of the board of directors, may make additional contributions to the plan on behalf of the plan participants. The Company contributed $118,315 and $370,723, respectively, for the 13 and 39 weeks ended September 29, 2019 and $125,870 and $385,752, respectively, for the 13 and 39 weeks ended September 30, 2018.

The Intasco operations acquired in April 2016 had separate retirement plans. The United States facility in Port Huron, Michigan sponsored a SIMPLE IRA account for qualifying employees. The plan makes a contribution equal to 3 percent of a participant's gross wages to the participating employees' SIMPLE IRA accounts. Contributions by Intasco in the United States totaled $0 for the 13 and 39 weeks ended September 29, 2019, because the plant closed in June of 2018 as noted in Note 8, and $0 and $1,502, respectively, for the 13 and 39 weeks ended September 30, 2018.

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The Canadian facility sponsors a retirement plan whereby Intasco makes a matching contribution of participant contributions up to a maximum amount based on the participants' number of years of service. Contributions by Intasco in Canada totaled $8,154 and $37,856, respectively, for the 13 and 39 weeks ended September 29, 2019 and $8,474 and $36,838, respectively, for the 13 and 39 weeks ended September 30, 2018.

Note 13 — Related Party Transactions

Effective March 18, 2013, the Company is under a management agreement with a firm related to several stockholders. The agreement initially provided for annual management fees of $300,000 and additional fees for assistance provided with acquisitions. Effective upon completion of the Company's initial public offering, the agreement was amended to reduce the annual management fee by an amount equal to the amount, if any, of annual cash retainers and equity awards received as compensation for service on the board of directors to any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $56,250 and $168,750, respectively, for the 13 and 39 weeks ended September 29, 2019 and $56,250 and $168,750, respectively, for the 13 and 39 weeks ended September 30, 2018. The management agreement had an initial term of five years, expiring on March 18, 2018, and renews automatically annually for additional one year terms. The current term expires on March 18, 2020. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer also collectively own 50% of the equity securities owned by either of them on March 18, 2013.

In 2019, the Company entered into a services agreement with 6th Avenue Group, which is a company owned by a Board member of the Company. The services performed have been related to providing assistance for long term strategic planning for the Company as well as aiding in helping the Company with CEO transition services. As previously mentioned in Note 8, the Company's CEO resigned on May 6, 2019. The Company incurred fees to the 6th Avenue Group of $62,500 and $138,319, respectively, for the 13 and 39 weeks ended September 29, 2019. The services provided by 6th Avenue Group are expected to end in 2019. This Board member, as discussed in Note 9, was also awarded stock options for 30,000 shares for her services on June 11, 2019.

Note 14 — Fair Value Measurements

Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates.

Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value.

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item.

In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item.

22

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company measures its interest rate swaps at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market.

Note 15 — Contingencies

The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow.

Note 16 — Earnings Per Share

Basic earnings per share is computed by dividing the net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed giving effect to all potentially weighted average dilutive shares including stock options and warrants. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per share.

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Basic earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Net (loss) income attributable to common stockholders	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Net (loss) income per share-basic	$	(0.13	)	$	0.06	$	(0.93	)	$	0.40

Diluted earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Effect of dilutive securities:
Stock options(1)(2)	—			146,322		—			146,642
Warrants(2)	—			716		—			709
Diluted weighted average shares outstanding	9,779,147			9,918,625		9,779,147			9,916,000
Net (loss) income per share-diluted	$	(0.13	)	$	0.06	$	(0.93	)	$	0.39

(1)Due to a net loss for the 13 and 39 weeks ended September 29, 2019, the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution.

(2)Options to purchase 329,080 shares of common stock remaining to be exercised under the 2013 plan were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. Warrants to purchase 1,185 shares of common stock remaining to be exercised, warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, options to purchase 220,000 shares of common stock that were granted in August 2015 and November 2015 remaining to be exercised, as discussed in Note 9, under the 2014 plan, options to purchase 7,200 shares of common stock and 5,000 shares of common stock that were granted under the 2013 plan and 2014 plan,

23

UNIQUE FABRICATING, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

respectively, in April 2016, and options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 plan and 2014 plan, were not included in the computation of diluted earnings per share in the 2019 and 2018 periods because the effect would have been anti-dilutive.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Management's Discussion and Analysis of Financial Condition and Results of Operation is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes to unaudited condensed consolidated financial statements included elsewhere in this document as well as the consolidated financial statements and the related notes to consolidated financial statements for the year ended December 30, 2018 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"). Our actual results and the timing of events could differ materially from those discussed in forward-looking statements contained herein. Factors that could cause or contribute to these differences include those discussed below as well as in our Annual Report on Form 10-K, particularly in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” We make no guarantees regarding outcomes, and assume no obligation to update the forward-looking statements herein, except as may be required by law.

Forward-Looking Statements

The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. These statements are based on management's beliefs and assumptions and on information currently available to us. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. When used in this document the words “anticipate,” “believe,” “continue,” “could,” “seek,” “might,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “approximately,” “project,” “should,” “will,” “would,” or the negative or plural of these words or similar expressions, as they relate to our company, business and management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the future events and circumstances discussed may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements, including those discussed in our Annual Report on Form 10-K and in particular the section entitled “Risk Factors” of the Annual Report on Form 10-K.

Forward-looking statements speak only as of the date of this Form 10-Q filing. Except as required by law, we assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions based on new information, future events or otherwise. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Basis of Presentation

The Company’s policy is that quarterly periods end on the Sunday closest to the end of the calendar quarterly period. The second quarter of 2019 ended on September 29, 2019 and the second quarter of 2018 ended on September 30, 2018. The Company’s policy is that fiscal years end annually on the Sunday closest to the end of the calendar year end. Our 2018 fiscal year ended on December 30, 2018 and the current fiscal year will end on December 29, 2019. The Company’s operations are aggregated in one reportable business segment. Although we expanded the products that we manufacture and sell to include components used in the appliance, HVAC and water heater industries, products for these industries are manufactured at facilities that also manufacture or are capable of manufacturing products for the automotive industries. All of our manufacturing locations have similar capabilities, and most plants serve multiple markets. The manufacturing operations for our automotive, appliance, HVAC and water heater products share management and labor forces and use common personnel and strategies for new product development, marketing and the sourcing of raw materials.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

24

• have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”; and

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years from our initial public offering, or until the earliest to occur of (1) the last day of the first fiscal year in which our total annual gross revenues exceed $1.1 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three year period.

Our emerging growth status will expire on the first day of the fiscal year 2020, and as such at the time we will no longer be able to take advantage of the exemptions noted above.

Overview

Unique Fabricating is engaged in the engineering and manufacture of multi-material foam, rubber, and plastic components utilized in noise, vibration and harshness, acoustical management, water and air sealing, decorative and other functional applications. The Company combines a long history of organic growth with some more recent strategic acquisitions to diversify both product capabilities and markets served.

Unique Fabricating’s markets served are the North America automotive and heavy duty truck, as well as the appliance, water heater and HVAC markets. Sales are conducted directly with major automotive and heavy duty truck, appliance, water heater and HVAC OEMs, or indirectly through the Tier 1 suppliers of these OEMs. The Company has its principal executive offices in Auburn Hills, Michigan and has sales, engineering and production facilities in Auburn Hills, Michigan, Concord, Michigan, LaFayette, Georgia, Louisville, Kentucky, Evansville, Indiana, Bryan, Ohio, Monterrey, Mexico, Queretaro, Mexico and London, Ontario. The Company also has an independent client sales representative who maintains offices in Baldham, Germany.

Unique Fabricating derives the majority of its net sales from the sales of foam, rubber plastic, and tape adhesive related automotive products. These products are produced from a variety of manufacturing processes including die cutting, compression molding, thermoforming, reaction injection molding, and fusion molding. We believe the Company has a broader array of processes and materials utilized than any of its direct competitors, based on our product offerings. By sealing out air noise and water intrusion, and by providing sound absorption and blocking, Unique Fabricating’s products improve the interior comfort of a vehicle, increasing perceived vehicle quality and the overall experience of its passengers. Unique’s products perform similar functions for appliances, water heaters and HVAC systems, improving thermal characteristics, reducing noise and prolonging equipment life. We primarily operate within the highly competitive and cyclical automotive parts industry. Through 2016, the industry experienced consistent growth as it recovered from the recession of 2009. However, the industry has been declining somewhat in the years since then.

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Recent Developments

Third Quarter Results

Third quarter results were adversely affected by a number of factors including an overall decrease in North American vehicle production, the loss of business due to end of life of certain vehicle platforms and the discontinuation of certain passenger car platforms at a certain OEM, and a UAW strike at a certain OEM. We expect that these factors may continue to adversely affect results through the remainder of this year.

During the third quarter of 2019, the Company increased the inventory allowance by $1,741,924 which is included in cost of sales in the condensed consolidated statement of operations. This was due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. No similar increase to the inventory allowance occurred during the 13 and 39 weeks ended September 30, 2018.

Departures

On September 30, 2019, subsequent to the end of the third quarter, our Chief Financial Officer (CFO) announced his resignation, effective October 11, 2019. The Company's new President and Chief Executive Officer (CEO) will serve as the Interim CFO until such a time that a permanent CFO is named. The Company did not incur restructuring costs in connection with this resignation.

On September 17, 2019, the Company named a new President and CEO of the Company, who began employment with the Company on September 30, 2019, subsequent to the end of the third quarter. The Company did not incur any restructuring costs in connection with this appointment.

On July 30, 2019, subsequent to our quarter-end, our former President and Chief Executive Officer of the Company (CEO), resigned as a member of the board of directors. The Company did not incur any additional restructuring costs in connection with his resignation from the board of directors.

On May 6, 2019, our former President and CEO resigned by mutual agreement of both parties. The Company incurred one-time restructuring costs of $140,740 and $720,712 during the 13 and 39 weeks ended September 29, 2019, respectively in connection with his resignation. Further charges with respect to his resignation as President and CEO are expected to be incurred in the fourth quarter of 2019 are expected to be immaterial.

Salaried Restructuring

On May 15, 2019 and February 1, 2019, the Company announced that in order to reduce fixed costs it would be eliminating a number of salaried positions throughout the Company. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. This reduction took place and the Company incurred restructuring costs of $0 and $244,567 in the 13 and 39 weeks ended September 29, 2019, respectively.

Bryan Facility Closure

On November 7, 2019, the Company made the decision to close its manufacturing facility in Bryan, Ohio. The Company currently expects to cease operations at the Bryan facility by the end of January 2020, and estimates that approximately 43 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Bryan production to its manufacturing facilities in Queretaro, Mexico and LaFayette, GA. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company expects to incur one-time severance costs as a result of this plant closure of approximately $0.5 million during the first quarter of 2020. The amount of other costs incurred associated with this plant closure, which will primarily consist of preparing and moving existing production equipment and inventory at Bryan to other facilities, will be approximately $0.8 million during the first quarter of 2020.

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Evansville Facility Closure

On July 16, 2019, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company currently expects to cease operations at the Evansville facility by the end of December 2019, and estimates that approximately 47 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Evansville production to its manufacturing facilities in LaFayette, GA, Auburn Hills, MI, and Louisville, KY. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company incurred one-time severance costs as a result of this plant closure of $331,416 and $331,416 in the 13 and 39 weeks ended September 29, 2019, respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Evansville to other facilities, was $518,493 and $518,493 in the 13 and 39 weeks ended September 29, 2019. All of these costs were recorded as restructuring expense in continuing operations in the Company's condensed consolidated statements of operations.    

The Company will incur total lease payments for the remaining term of an existing warehouse lease of $1.2 million which will be accrued upon the cease use of the facility in the fourth quarter of 2019. The Company is actively pursuing a sublease of the facility.

Fort Smith Facility Closure

On February 13, 2018, the Company made the decision to close its manufacturing facility in Fort Smith, Arkansas. The Company ceased operations at the Fort Smith facility in July of 2018, and approximately 20 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of its facilities. The Company moved existing Fort Smith production to our manufacturing facilities in Evansville, Indiana and Monterrey, Mexico. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations, and the Company has continuing cash flows from the production being moved to other of its facilities.

In October 2018, the Company sold the building it owned in Fort Smith, which had a net book value of $733,059, for cash proceeds of $876,032 resulting in a gain on the sale of $142,973.  The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

The Company incurred one-time severance costs as a result of this plant closure of $60,423 and $233,782, respectively, in the 13 and 39 weeks ended September 30, 2018. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Fort Smith to other facilities was $115,103 and $559,461, respectively, in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded as restructuring expense in continuing operations in the Company's condensed consolidated statements of operations.

Port Huron Facility Closure

On February 1, 2018, the Company made the decision to close its manufacturing facility in Port Huron, Michigan. The Company ceased operations at the Port Huron facility in June of 2018, and 7 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of its facilities.

The Company moved existing Port Huron production to our manufacturing facilities in London, Ontario, Auburn Hills, Michigan, and Louisville, Kentucky. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other of its facilities. The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

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The Company incurred one-time severance costs as a result of this plant closure of $0 and $64,768, respectively, in the 13 and 39 weeks ended September 30, 2018. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Port Huron to other facilities was $0 and $297,899, respectively, in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded as restructuring expense in continuing operations in the Company's condensed consolidated statements of operations.

Impairment of Goodwill

During the second quarter of 2019, the Company experienced a decline in market capitalization, which under applicable accounting standards, 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 Company exceeded the fair value of the Company by $6.76 million and, accordingly, an impairment was recorded during the second quarter of 2019. Key assumptions used in the analysis were a discount rate of 12.5%, EBITDA margin and a terminal growth rate of 2.0%. Future events and changing market conditions may, however, lead us to reevaluate the assumptions we have used to test for goodwill impairment, including key assumptions used in our expected EBITDA margins and cash flows, as well as other key assumptions with respect to matters out of our control, such as discount rates and market multiple comparables. Based on the results of the quantitative test, we performed sensitivity analysis around the key assumptions used in the analysis, the results of which were a 50 basis point decline in EBITDA margin used to determine expected future cash flows would have resulted in an additional impairment of approximately $12.3 million. No such indicators of impairment were identified during the 13 weeks ended September 29, 2019.

Tax Cut and JOBS Act

The Tax Cuts and Jobs Act (the “Act”), enacted in December 2017, changed many aspects of U.S. corporate income taxation and included the reduction of the corporate income tax rate from 35% to 21%. The Act also included implementation of a territorial system and imposition of a one-time tax on deemed repatriated earnings of foreign subsidiaries. During 2018, we completed our accounting for the income tax effects of the Act and recorded a benefit of $(80,453) as an adjustment to the provisional estimate of the one-time transition tax expense recorded in 2017. Also during 2018, the Act required a calculation of tax under the Global Intangible Low-Taxed Income (“GILTI”) provisions of the Act, which resulted in a $320,000 expense. The Company calculates the tax impact of GILTI quarterly.

Amended and Restated Credit Agreement

On November 8, 2018, the US Borrower and the CA Borrower, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement, among other things increases the principal amount of US Term Loan borrowings to $26.0 million, creates a two year line to fund capital expenditures of up to $2.5 million through November 8, 2019 and $5.0 million thereafter through November 8, 2020, and extends the maturity dates of all borrowings from April 28, 2021 to November 7, 2023. The Amended and Restated Credit Agreement provides for borrowings of up to $30.0 million under the Revolver, subject to availability under the terms of the Amended and Restated Credit Agreement, and left the principal amount on the CA Term Loan the same as at September 30, 2018, approximately $12.0 million, and the same as it was under the previous Credit Agreement. The Amended and Restated Credit Agreement combined the previous US Term Loan and US Term Loan II (the “New US Term Loan”) into one term loan, and increases the aggregate principal amount to $26.0 million from $15.9 million. The increase in the principal amount effected by the New U.S. Term Loan replaced and termed-out outstanding borrowings under the Revolver. The Amended and Restated Credit Agreement changes the quarterly principal payments of the New US Term Loan to $337,500 through September 30, 2020, $575,000 thereafter through September 30, 2021, and $812,500 thereafter though maturity. Finally, the agreement made certain changes to the Company's covenants and financial covenant ratios.

Covenant Compliance

As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition.

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On June 14, 2019, the Company entered into the Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition.

On June 28, 2019, the Company entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition.

On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as adding the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined. The Fourth Amendment permits distributions as long as the Borrower is in compliance with specified conditions including that the Borrower's liquidity, as defined, is not less than $5 million after giving effect to the distributions,, 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. The Company is compliant with the covenants set forth in the Waiver and Fourth Amendment as of September 29, 2019.

On August 7, 2019, the Company entered into the Fifth Amendment to the Credit Agreement and Loan Documents (The "Fifth Amendment"). The Fifth Amendment amended the definition of unadjusted consolidated EBITDA to include consolidated net income plus the sum of interest expense, tax expense, depreciation and amortization expense, and non-cash impairment charges of goodwill. The Company will not pay a dividend during the remainder of 2019.

Comparison of Results of Operations for the Thirteen Weeks Ended September 29, 2019 and the Thirteen Weeks Ended September 30, 2018

Thirteen Weeks Ended September 29, 2019 and Thirteen Weeks Ended September 30, 2018

Net Sales

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018
	(in thousands)
Net sales	$	38,550	$	42,052

Net sales for the 13 weeks ended September 29, 2019 were approximately $38.55 million compared to $42.05 million for the 13 weeks ended September 30, 2018. The decrease in sales for the 13 weeks ended September 29, 2019, was primarily driven by the end of life of certain vehicle platforms, business loss associated with the on-going plant closure at Evansville, Indiana and the prior year plant closures of Ft. Smith, Arkansas, and Port Huron, Michigan, and the United Auto Workers (UAW) strike at a certain OEM.

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Cost of Sales

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018
	(in thousands)
Materials	$	21,101	$	21,439
Direct labor and benefits	5,595		6,910
Manufacturing overhead	4,002		4,605
Sub-total	30,698		32,954
Depreciation	678		574
Cost of Sales	31,376		33,528
Gross Profit	$	7,174	$	8,524

The major components of cost of sales are raw materials purchased from third parties, direct labor and benefits, and manufacturing overhead, including facility costs, utilities, supplies, repairs and maintenance, insurance, freight costs of products shipped to customers and depreciation.

Cost of Sales as a percent of Net Sales

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018
Materials	54.7	%	51.0	%
Direct labor and benefits	14.5	%	16.4	%
Manufacturing overhead	10.4	%	10.9	%
Sub-total	79.6	%	78.3	%
Depreciation	1.8	%	1.4	%
Cost of Sales	81.4	%	79.7	%
Gross Profit	18.6	%	20.3	%

Cost of sales as a percentage of net sales for the 13 weeks ended September 29, 2019 increased to 81.4% from 79.7% for the 13 weeks ended September 30, 2018. The increase in cost of sales as a percentage of net sales was primarily attributable to an increase to the inventory allowance of $1.74 million, due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. Material costs increased to 54.7% of net sales for the 13 weeks ended September 29, 2019 from 51.0% for the 13 weeks ended September 30, 2018 as a result of an increase to the inventory allowance noted above. Direct labor and benefit costs as a percentage of net sales was 14.5% for the 13 weeks ended September 29, 2019 compared to 16.4% for the 13 weeks ended September 30, 2018 primarily due lower health insurance claims incurred under our self-insured health and welfare benefit plans. Manufacturing overhead costs as a percentage of net sales was 10.4% for the 13 weeks ended September 29, 2019 versus 10.9% for the 13 weeks ended September 30, 2018. Depreciation costs increased to 1.8% of net sales for the 13 weeks ended September 29, 2019 compared to 1.4% for the 13 weeks ended September 30, 2018, largely due to the decline in revenues from the third quarter of 2018, as well as the investment in new equipment we made during 2018 to increase our capacity at our manufacturing facilities.

Gross Profit

As a result of the increase in cost of sales as a percentage of sales described above, gross profit as a percentage of net sales for the 13 weeks ended September 29, 2019 decreased to 18.6% from 20.3% for the 13 weeks ended September 30, 2018.

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Selling, General and Administrative Expenses

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018
	(in thousands, except SG&A as a % of net sales)
SG&A, exclusive of depreciation and amortization	$	5,480		$	6,139
Depreciation and amortization	1,058			1,087
SG&A	$	6,538		$	7,226
SG&A as a % of net sales	16.9		%	17.2		%

SG&A as a percentage of net sales for the 13 weeks ended September 29, 2019, decreased to 16.9% from 17.2% for the 13 weeks ended September 30, 2018. The decrease is primarily related to cost reductions from salaried restructuring completed in 2019 as compared to the 13 weeks ended September 30, 2018.

Operating (Loss) Income

As a result of the above mentioned factors, as well as restructuring expenses of $0.99 million for the 13 weeks ended September 29, 2019, compared to restructuring expenses of $0.18 million for the 13 weeks ended September 30, 2018, operating loss for the 13 weeks ended September 29, 2019 was $(0.35) million compared to operating income of $1.12 million for the 13 weeks ended September 30, 2018.

Non-Operating Expense

Non-operating expense for the 13 weeks ended September 29, 2019 was $1.16 million compared to $0.82 million for the 13 weeks ended September 30, 2018. The change in non-operating expense was primarily driven by an increase in interest expense due to higher interest rates in the 13 weeks ended September 29, 2019.

(Loss) Income Before Income Taxes

As a result of the foregoing factors, (loss) before income taxes for the 13 weeks ended September 29, 2019 was $(1.52) million compared to income before income taxes of $0.31 million for the 13 weeks ended September 30, 2018.

Income Tax Provision

During the 13 weeks ended September 29, 2019, income tax benefit was $(0.23) million, and the effective income tax rate was 16.6%. The differences between the effective tax rate and the statutory rate of 21.0% are primarily due to earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits. These adjustments are explained further in Note 10.

During the 13 weeks ended September 30, 2018, income tax expense was $0.32 million, and the effective income tax rate was (104.8)%. The effective tax rate was lower than the statutory rate of 21.0% primarily due to provision to return adjustments related to one-time transition tax expense, research and development credits, and manufacturing incentives in the U.S.; partially offset by earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S.

Net (loss) income

As a result of the inventory allowance, restructuring expenses, lower net sales, and changes in other expenses and benefits discussed above, net loss for the 13 weeks ended September 29, 2019 was $(1.26) million compared to net income of $0.63 million during the 13 weeks ended September 30, 2018.

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Thirty-Nine Weeks Ended September 29, 2019 and Thirty-Nine Weeks Ended September 29, 2018

Net Sales

	Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
	(in thousands)
Net sales	$	116,906	$	135,098

Net sales for the 39 weeks ended September 29, 2019 were approximately $116.9 million compared to $135.1 million for the 39 weeks ended September 30, 2018. The decrease in net sales for the 39 weeks ended September 29, 2019, driven by the end of life of certain vehicle platforms, business loss associated with the on-going plant closure at Evansville, Indiana and the prior year plant closures of Ft. Smith, Arkansas, and Port Huron, Michigan, and the UAW strike at a certain OEM coupled with an overall decline in North American vehicle production of 1.3% as compared to the 39 weeks ended September 30, 2018.

Cost of Sales

	Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
	(in thousands)
Materials	$	60,940	$	68,122
Direct labor and benefits	17,868		21,068
Manufacturing overhead	12,435		13,475
Sub-total	91,243		102,665
Depreciation	1,976		1,641
Cost of Sales	93,219		104,306
Gross Profit	$	23,687	$	30,793

The major components of cost of sales are raw materials purchased from third parties, direct labor and benefits, and manufacturing overhead, including facility costs, utilities, supplies, repairs and maintenance, insurance, freight costs of products shipped to customers and depreciation.

Cost of Sales as a percent of Net Sales

	Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Materials	52.1	%	50.4	%
Direct labor and benefits	15.3	%	15.6	%
Manufacturing overhead	10.6	%	10.0	%
Sub-total	78.0	%	76.0	%
Depreciation	1.7	%	1.2	%
Cost of Sales	79.7	%	77.2	%
Gross Profit	20.3	%	22.8	%

Cost of sales as a percentage of net sales for the 39 weeks ended September 29, 2019 increased to 79.7% from 77.2% for the 39 weeks ended September 30, 2018. The increase in cost of sales as a percentage of net sales was primarily attributable to an increase to the inventory allowance of $1.74 million, due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. Material costs increased to 52.1% of net sales for the 39 weeks ended September 29, 2019 from 50.4% for the 39 weeks ended September 30, 2018 as a result of an increase to the inventory allowance noted above. Direct labor and benefit costs as a percentage of net sales was 15.3% for the 39 weeks ended September 29, 2019 compared to 15.6% for the 39 weeks ended September 30, 2018. Manufacturing overhead costs as a percentage of net sales was 10.6% for the 39 weeks ended September 29, 2019 versus 10.0% for the 39 weeks ended September 30, 2018. The increase in manufacturing overhead costs as a percentage of net sales

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was primarily due to the decline in sales from the 39 weeks ended September 30, 2018. Depreciation costs increased to 1.7% of net sales for the 39 weeks ended September 29, 2019 compared to 1.2% for the 39 weeks ended September 30, 2018, again largely due to the decline in net sales during the first nine months of 2019, as well as the investment in new equipment we made during 2018 to increase our capacity at our manufacturing facilities.

Gross Profit

As a result of the increase in cost of sales as a percentage of sales described above, gross profit as a percentage of net sales for the 39 weeks ended September 29, 2019 decreased to 20.3% from 22.8% for the 39 weeks ended September 30, 2018.

Selling, General and Administrative Expenses

	Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
	(in thousands, except SG&A as a % of net sales)
SG&A, exclusive of depreciation and amortization	$	18,070		$	19,266
Depreciation and amortization	3,164			3,306
SG&A	$	21,234		$	22,572
SG&A as a % of net sales	18.2		%	16.9		%

SG&A as a percentage of net sales for the 39 weeks ended September 29, 2019, despite a decline in the amount expensed, increased to 18.2% from 16.9% for the 39 weeks ended September 30, 2018. The increase is primarily related to the decline of overall net sales in the 39 weeks ended September 29, 2019 compared to the 39 weeks ended September 30, 2018.

Operating (Loss) Income

Impairment of goodwill was $6.76 million and restructuring expenses were $1.82 million for the 39 weeks ended September 29, 2019 compared to impairment of goodwill of $0 and restructuring expenses of $1.16 million for the 39 weeks ended September 30, 2018. As a result of the impairment and restructuring expenses, as well as the other factors discussed above, operating loss for the 39 weeks ended September 29, 2019 was $(6.12) million compared to operating income of $7.07 million for the 39 weeks ended September 30, 2018.

Non-Operating Expense

Non-operating expense for the 39 weeks ended September 29, 2019 was $3.56 million compared to $2.48 million for the 39 weeks ended September 30, 2018. The change in non-operating expense was primarily driven by an increase in interest expense due to an unfavorable mark-to-market of $0.75 million on the interest rate swaps entered into during the fourth quarter of 2018, as required under the Amended and Restated Credit Agreement.

(Loss) Income Before Income Taxes

As a result of the foregoing factors, the loss before income taxes for the 39 weeks ended September 29, 2019 was $(9.67) million compared to income before income taxes of $4.59 million for the 39 weeks ended September 30, 2018.

Income Tax Provision

During the 39 weeks ended September 29, 2019 , income tax benefit was $0.60 million, and the effective income tax rate was 6.8%. The differences between the effective tax rate and the statutory rate of 21.0% are primarily due to to permanent differences between book and tax accounting on the impairment of goodwill as well as earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S, taxation of foreign earnings under the GILTI provisions of the Act, partially offset by tax credits in the U.S. These adjustments are explained further in Note 10.

During the 39 weeks ended September 30, 2018, income tax expense was $0.69 million and the effective income tax rate was 15.2%. The effective tax rate was lower than the statutory rate of 21.0% primarily due to provision to return adjustments related to one-time transition tax expense, research and development credits, and manufacturing incentives in the U.S.; partially offset by earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S.

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Net (loss) income

As a result of the inventory allowance, impairment of goodwill, restructuring expenses, lower net sales, and changes in other expenses and benefits discussed above, net loss for the 39 weeks ended September 29, 2019 was $(9.08) million compared to net income of $3.89 million during the 39 weeks ended September 30, 2018.

Non-GAAP Financial Measures

Adjusted EBITDA

We present Adjusted EBITDA (defined below), a measure that is not in accordance with generally accepted accounting principles in the United States of America (non-GAAP), in this document to provide investors with a supplemental measure of our operating performance. We believe that Adjusted EBITDA is a useful performance measure and it is used by us to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business and measures under GAAP can provide alone. Our board and management also use Adjusted EBITDA as one of the primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for Company management. In addition, the financial covenants in our new credit facility are based on Adjusted EBITDA subject to dollar limitations on certain adjustments.

We define “Adjusted EBITDA” as earnings before interest expense, income taxes, depreciation and amortization expense, non-cash stock awards, non-recurring integration expense, goodwill impairment, restructuring expenses, and one-time consulting and licensing ERP system implementation costs as we implement a new ERP system at all locations. We believe omitting these items provides a financial measure that facilitates comparisons of our results of operations with those of companies having different capital structures. Since the levels of indebtedness and tax structures that other companies have are different from ours, we omit these amounts to facilitate investors’ ability to make these comparisons. Similarly, we omit depreciation and amortization because other companies may employ a greater or lesser amount of property and intangible assets. We believe that investors, analysts and other interested parties view our ability to generate Adjusted EBITDA as an important measure of our operating performance and that of other companies in our industry. Adjusted EBITDA should not be considered as an alternative to net income for the periods indicated as a measure of our performance. Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

The use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this performance measure in isolation from, or as an alternative to, GAAP measures such as net income. Adjusted EBITDA is not a measure of liquidity under GAAP or otherwise, and is not an alternative to cash flow from continuing operating activities. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. The limitations of Adjusted EBITDA include that: (1) it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; (2) it does not reflect changes in, or cash requirements for, our working capital needs; (3) it does not reflect income tax payments we may be required to make; and (4) it does not reflect the cash requirements necessary to service interest or principal payments associated with indebtedness.

To properly and prudently evaluate our business, we encourage you to review our unaudited condensed consolidated financial statements included elsewhere in this document, our audited consolidated financial statements included in our Annual Report on Form 10-K, and the reconciliation to Adjusted EBITDA from net income, the most directly comparable financial measure presented in accordance with GAAP, set forth in the following table. All of the items included in the reconciliation from net income to Adjusted EBITDA are either (1) non-cash items or (2) items that management does not consider in assessing our on-going operating performance. In the case of the non-cash items, management believes that investors may find it useful to assess our comparative operating performance because the measures without such items are less susceptible to variances in actual performance resulting from depreciation, amortization and other non-cash charges and more reflective of other factors that affect operating performance. In the case of the other items that management does not consider in assessing our on-going operating performance, management believes that investors may find it useful to assess our operating performance if the measures are presented without these items because their financial impact may not reflect on-going operating performance.

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Thirteen and Thirty-Nine Weeks Ended September 29, 2019 and Thirteen and Thirty-Nine Weeks Ended September 30, 2018

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018			Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
	(in thousands)
Net income	$	(1,264	)	$	627		$	(9,077	)	$	3,890
Plus: Interest expense, net	1,149			837			3,580			2,433
Plus: Income tax (benefit) expense	(252		)	(321		)	(598		)	699
Plus: Depreciation and amortization	1,735			1,662			5,140			4,947
Plus: Non-cash stock award	18			33			117			99
Plus: Non-recurring expenses	14			128			83			128
Plus: Goodwill impairment	—			—			6,760			—
Plus: Restructuring expenses	991			175			1,815			1,156
Plus: Transaction fees	—			27			—			27
Plus: One-time consulting and licensing ERP system implementation costs	255			202			650			522
Adjusted EBITDA	$	2,646		$	3,370		$	8,470		$	13,901

Liquidity and Capital Resources

Our principal sources of liquidity are cash flow from operations and borrowings under our Credit Agreement from our senior lenders.

Our primary uses of cash are payment of vendors, payroll, operating costs, capital expenditures and debt service. As of September 29, 2019 and December 30, 2018, we had a cash balance of $1.53 million and $1.41 million, respectively. Our excess cash balance is swept daily and applied to reduce borrowings under our revolving line of credit, which remains available for re-borrowing, as needed, subject to compliance with the terms of the facility. As of September 29, 2019 and December 30, 2018, we had $10.4 million and $11.6 million, respectively, available to be borrowed under our revolving credit facility, subject to borrowing base restrictions and outstanding letters of credit. At each such date, we were in compliance with all debt covenants, as outlined in the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement. We believe that our sources of liquidity, including cash flow from operations, existing cash and our revolving line of credit are sufficient to meet our projected cash requirements for at least the next fifty two weeks.

In 2019, we plan to spend approximately $2.33 million in capital expenditures, of which $2.13 million was spent through September 29, 2019, primarily to add new production equipment as we expand our production capabilities, upgrade existing equipment, and improve our information technology software and hardware throughout our facilities.

While we believe we have sufficient liquidity and capital resources to meet our current operating requirements and planned capital expenditures, we may elect to pursue additional growth opportunities that could require additional debt or equity financing. If we are unable to secure additional financing at favorable terms in order to pursue such additional growth opportunities, our ability to pursue such opportunities would be materially adversely affected.

Covenant Compliance

As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition. The temporary waiver was extended by a Waiver and Second Amendment and a Waiver and Third Amendment to the Amended and Restated Credit Agreement.

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On June 14, 2019, the Company entered into the Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens acting as Administrative Agent, and the other lenders.  The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition.

On June 28, 2019, the Company entered into the Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens acting as Administrative Agent, and the other lenders.  The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as are necessary taking into account the Borrowers current and future financial condition.

On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens acting as Administrative Agent, and the other lenders.  The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as adding the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined. The Company is compliant with the covenants set forth in the Waiver and Fourth Amendment as of September 29, 2019.

On August 7, 2019, the Company entered into the Fifth Amendment to the Credit Agreement and Loan Documents (The "Fifth Amendment"). The Fifth Amendment amended the definition of unadjusted consolidated EBITDA to include consolidated net income plus the sum of interest expense, tax expense, depreciation and amortization expense, and non-cash impairment charges of goodwill.

Dividends

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 distributions, total leverage ratio is not more than 2.00 to 1.00, post distribution 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. The Company will not pay a dividend during the remainder of 2019.

Cash Flow Data

The following table presents cash flow data for the periods indicated.

	Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Cash flow data	(in thousands)
Cash flow provided by (used in):
Operating activities	$	6,914		$	6,816
Investing activities	(2,088		)	(4,663		)
Financing activities	(4,708		)	(2,601		)

Operating Activities

Cash provided by operating activities consists of: net income adjusted for non-cash items; including depreciation and amortization; gain or loss on sale of assets; inventory reserve; goodwill impairment; gain or loss on derivative instruments; bad debt adjustments; stock option expense; changes in deferred income taxes; accrued and other liabilities; prepaid expenses and other assets; and the effect of working capital changes. The primary factors affecting cash inflows and outflows are accounts receivable, inventory, prepaid expenses and other assets, and accounts payable and accrued interest.

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During the 39 weeks ended September 29, 2019, net cash provided by operating activities was $6.91 million, compared to net cash provided by operating activities of $6.82 million for the 39 weeks ended September 30, 2018.

Net cash provided by operations for the 39 weeks ended September 29, 2019 was positively impacted by decreases in working capital, primarily in accounts receivable.

Net cash provided by operations for the 39 weeks ended September 30, 2018 was positively impacted by decreases in working capital, primarily in accounts payable and accrued expenses.

Investing Activities

Cash used in investing activities consists principally of purchases of property, plant and equipment.

In the 39 weeks ended September 29, 2019 and 39 weeks ended September 30, 2018, we made capital expenditures of $2.13 million and $4.69 million, respectively.

We plan to spend a total of approximately $2.33 million in capital expenditures during 2019, including the $2.13 million spent through September 29, 2019.

Financing Activities

Cash flows used in financing activities consists primarily of borrowings and payments under our new and old senior credit facilities, debt issuance costs, proceeds from any exercise of stock options and warrants, and distribution of cash dividends.

In the 39 weeks ended September 29, 2019, we had outflows of $4.71 million primarily due to $6.51 million payment of the principal amount of our term loans and note payable under our new amended and restated senior credit facility and repayments of the revolving credit facility. These outflows were partially offset by $1.3 million net proceeds from borrowings under our capital expenditure line.

As of September 29, 2019, $14.8 million was outstanding under the revolving credit facility, gross of debt issuance costs. Borrowings under the new revolving credit facility are subject to borrowing base restrictions and reduced to the extent of letters of credit issued under the new senior credit facility. As of September 29, 2019, the maximum additional available borrowings under the revolver was $10.0 million, subject to borrowing base restrictions and 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, and a reduction of the borrowing base capacity to $24.9 million under the borrowing base restrictions of the Amended and Restated Credit Agreement. Amounts repaid under the revolving credit facility will be available to be re-borrowed, subject to compliance with the terms of the facility.

In the 39 weeks ended September 30, 2018, we had outflows of $2.60 million primarily due to $2.96 million reduction of the principal amount of our term loans under our new senior credit facility, and $4.40 million for payments of cash dividends. These outflows were partially offset by $5.09 million net proceeds from borrowings under our revolving credit facility.

Credit Agreement

On April 29, 2016, the US Borrower and the CA Borrower and Citizens, acting as lender and Administrative Agent and the other lenders, entered into the Credit Agreement providing for borrowings of up to the aggregate principal amount of $62.00 million. The Credit Agreement was a senior secured credit facility and consisted of a revolving line of credit (the “Revolver”) of up to $30.00 million to the US Borrower, a $17.00 million principal amount term loan to the US Borrower, (the “US Term Loan” and a $15.00 million term loan to the CA Borrower.

On August 18, 2017, the US Borrower and the CA Borrower entered into the Second Amendment (the “Amendment”) to the Credit Agreement, with Citizens, acting as Administrative agent, and other lenders. The Amendment converted $4.00 million of outstanding borrowings under the revolving line of credit under the Credit Agreement into an additional $4.00 million term loan to the US Borrower (the “US Term Loan II”). The conversion of a portion of the outstanding borrowings under the revolving line of credit did not reduce the aggregate amount available to be borrowed under it.

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On August 8, 2018 the US Borrower and the CA Borrower entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and the other lenders. The Fourth Amendment required the Company to use the net proceeds from the sale of the Ft. Smith, Arkansas building to reduce the outstanding borrowings under the Revolver. The application of the net proceeds did not permanently reduce the aggregate amount that could be borrowed under the Revolver. The Fourth Amendment also eased, for the fiscal quarter ended September 30, 2018, the financial covenant ratio which determined the Company's ability to pay dividends.

On September 20, 2018, the US Borrower and the CA Borrower entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and the other lenders. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its previous maximum of $30.0 million. This increase implemented by the Fifth Amendment was effective until October 31, 2018, at which point the maximum amount that could be borrowed under the Revolver reverted back to $30.0 million

Amended and Restated Credit Agreement

On November 8, 2018, the US Borrower and the CA Borrower, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement, among other things increased the principal amount of US Term Loan borrowings to $26.0 million, created a two year line to fund capital expenditures of up to $2.5 million through November 8, 2019 and $5.0 million in the aggregate thereafter through November 8, 2020, and extended the maturity dates of all borrowings from April 28, 2021 to November 7, 2023. The Amended and Restated Credit Agreement provides for borrowings of up to $30.0 million under the Revolver, subject to availability, and left the principal amount on the CA Term Loan at approximately $12.0 million on September 30, 2018, the same as it was under the previous Credit Agreement as of the end of the third quarter. The Amended and Restated Credit Agreement combined the previous US Term Loan and US Term Loan II (the “New US Term Loan”), and increased the aggregate principal amount to $26.0 million dollars from $15.9 million. The increase in the principal amount effected by the New U.S. Term Loan replaced and termed-out outstanding borrowings under the Revolver. The Amended and Restated Credit Agreement changes the quarterly principal payments of the New US Term Loan to $337,500 through September 30, 2020, $575,000 thereafter through September 30, 2021, and $812,500 thereafter though maturity. Finally, the agreement made certain changes to the Company's covenants and financial covenant ratios.

The Revolver, New US Term Loan, and CA Term Loan all mature on November 7, 2023 and bear interest at the Company's election of either (i) the greater of the Prime Rate or the Federal Funds Effective Rate (the “Base Rate”) or (ii) the LIBOR rate, plus an applicable margin ranging from 1.75% to 2.75% in the case of the Base Rate and 2.75% to 3.75% in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds measured quarterly, as amended by the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement. The effective interest rate as of September 29, 2019 was 6.362%.

In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and New US and CA Term Loans not to exceed $10.00 million, in the aggregate, provided that before and after giving effect to any 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 $2.00 million, in the aggregate, provided that any letter of credit issued will reduce availability under the Revolver.

We are permitted to prepay in part or in full the amounts due under the Amended and Restated Credit Agreement without penalty, provided that with respect to prepayment of the Revolver at least $0.10 million remains outstanding. Our obligations under the Amended and Restated Credit Agreement may be accelerated upon the occurrence of an event of default, which include customary events for a financing arrangement of this type, including, without limitation, payment defaults, defaults in the performance of affirmative or negative covenants (including financial ratio maintenance requirements), bankruptcy or related defaults, defaults on certain other indebtedness, the material inaccuracy of representations or warranties, material adverse changes, and changes related to ownership of the U.S. Borrower or Unique Fabricating, Inc. In the event of an event of default, the interest rate on the Revolver and New US Term Loan and CA Term Loan will increase by 3.0% per annum plus the hen applicable rate. The Amended and Restated Credit Agreement requires that, in addition to scheduled principal payments, we repay both the New US Term Loan and CA Term Loan principal annually in an amount equal to (a) 50% of excess cash flow, as defined, if the total leverage ratio, as defined, as calculated as of the end of such year is greater than or equal to 2.75 to 1.00, or (b) 25% of excess cash flow calculated as of the end of such fiscal year if the total leverage ratio is greater than or equal to 2.00 to 1.00 but less than 2.75 to 1.00.

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The US Borrower's obligations under the Amended and Restated Credit Agreement are guaranteed by each of its United States subsidiaries and by Unique Fabricating, Inc. and secured by a first priority security interest in all tangible and intangible assets, including a pledge of capital stock of the United States subsidiaries of the US Borrower and of 65% of the capital stock of the CA Borrower, and by mortgages on our facilities in LaFayette, Georgia, Louisville, Kentucky, and Evansville, Indiana. The US borrower guarantees all of the obligations and liabilities of the CA Borrower. Unique Fabricating, Inc. also pledged all of the capital stock of the US Borrower. The Fourth Amendment provided for the discharge and release of the mortgage on the Ft. Smith, Arkansas facility subject to the application of the net proceeds of its sale to reduce borrowings under the Revolver. The application of the net proceeds did not permanently reduce the amounts that could be borrowed under the Revolver.

Effective June 30, 2016, as required under the Credit Agreement, the Company purchased a derivative financial instrument, in the form of an interest rate swap, for the purpose of hedging certain identifiable transactions in order to mitigate risks related to cash flow variability caused by interest rate fluctuations. The interest rate swap requires the Company to pay a fixed rate of 1.055% per annum while receiving a variable rate of one-month LIBOR. The notional amount at the effective date began at $16.68 million and decreased by $0.32 million each quarter until June 30, 2017, decreased thereafter by $0.43 million per quarter until June 29, 2018, when it began decreasing by $0.53 million until it expires on June 28, 2019. The interest rate swap was recognized at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized as interest expense in the period incurred. Please see Note 7 of our consolidated financial statements for further information.

Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, as discussed in Note 7 of our consolidated financial statements, the Company entered into an interest rate swap which requires the Company to pay a fixed rate of 1.093% per annum while receiving a variable interest rate per annum based on one month LIBOR for a net monthly settlement based on half of the notional amount beginning immediately. The notional amount at the effective date was $1.90 million and decreases by $0.10 million each quarter until it expires on September 30, 2020. The interest rate swap is recognized at its fair value, and monthly settlement payments due on the interest rate swap and changes in its fair value are recognized as interest expense in the period incurred.

Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap the requires the Company to pay a fixed rate of 3.075% per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5.04 million which increases by $0.38 million each quarter until June 28, 2019 when the notional amount increases to $17.54 million due to the interest rate swap from 2016 above expiring. The notional amount then decreases each quarter by $0.15 million until September 30, 2020 when the notional amount increases to $17.48 million due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $0.43 million until December 31, 2021, then decreases each subsequent quarter by $0.61 million until it expires on November 8, 2023.The Company has elected not to apply hedge accounting for financial reporting purposes on all of its swaps.

We must comply with a minimum debt service financial covenant and a senior funded indebtedness to EBITDA covenant, as revised under the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's failure to maintain a total leverage ratio, as defined, not in excess of 3.50 to 1.00 as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as added the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined.

The Amended and Restated Credit Agreement also contains customary affirmative covenants, including: (1) maintenance of legal existence and compliance with laws and regulations; (2) delivery of consolidated financial statements and other information; (3) maintenance of properties in good working order; (4) payment of taxes; (5) delivery of notices of defaults, litigation, ERISA events and material adverse changes; (6) maintenance of adequate insurance; and (7) inspection of books and records.

The Amended and Restated Credit Agreement contains customary negative covenants, including restrictions on: (1) the incurrence of additional debt; (2) liens and sale-leaseback transactions; (3) loans and investments; (4) guarantees and hedging agreements; (5) the sale, transfer or disposition of assets and businesses; (6) dividends on, and redemptions of, equity interests and other restricted payments, including dividends and distributions to the issuer by its subsidiaries; (7) transactions with affiliates; (8) changes in the business conducted by us; (9) payment or amendment of subordinated debt and organizational documents; and (10) maximum capital expenditures. The Fourth Amendment prohibits the payment of any dividend, redemption or other payment or distribution by the Borrowers other than distributions to the US Borrower by its subsidiaries,

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unless after giving effect to the dividend or other distribution, the post distribution DSCR, as defined, is greater than 1.2 to 1.0, and the US Borrower's liquidity, as defined is no less than $5.0 million, plus Borrowers remain in compliance with the other financial covenants.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Indemnification Agreements

In the normal course of business, we provide customers with indemnification provisions of varying scope against claims of intellectual property infringement by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations. In addition, we have entered into indemnification agreements with directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity or consolidated cash flows.

Contractual Obligations and Commitments

The Company's contractual obligations and commitments outstanding as of September 29, 2019 have not changed materially since the amounts as of December 30, 2018 as set forth in our Annual Report on Form 10-K. These obligations and commitments relate to operating leases, future debt payments, and a management services agreement.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect amounts reported in those statements. We have made our best estimates of certain amounts contained in our consolidated financial statements. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities. However, application of our accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. Management believes that the estimates, assumptions, and judgments involved in the accounting policies that have the most significant impact on our consolidated financial statements are discussed in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations in the Annual Report on Form 10-K. There have been no material changes to our critical accounting policies or uses of estimates since the date of our Annual Report on Form 10-K.

Recently Issued Accounting Pronouncements

Refer to Note 1 to the consolidated financial statements in Part I Item 1 of this Quarterly Report on Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate and foreign exchange risks.

Interest Rate Fluctuation Risk

Our borrowings under our Credit Agreement bear interest at fluctuating rates. In order to mitigate, in part, the potential effects of the fluctuating rates, effective June 30, 2016, we entered into a interest rate swap with a notional amount initially of $16.68 million, which decreased by $0.32 million each quarter until June 30, 2017, and began decreasing by $0.43 million each quarter until June 29, 2018, when it began decreasing by $0.53 million per quarter until the swap terminated on June 28, 2019. The interest rate swap required the Company to pay a fixed rate of 1.055 percent per annum while receiving a variable rate per annum based upon the one month LIBOR rate for a net monthly settlement based on the notional amount in effect. This swap terminated an old swap that we entered into on January 17, 2014 under our old senior credit facility. See Note 7 of our consolidated financial statements for further information.

Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, as discussed in Note 7 of our consolidated financial statements, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 1.093% percent per annum while receiving a variable interest rate per annum based on one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1.90 million which decreases by $0.10 million each quarter until it expires on September 30, 2020.

Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 3.075 per annum while receiving a variable interest rate per annum based on one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5,037,500 which increases by $378,125 each quarter until June 29, 2018 when the notional amount increases to $17,540,625 due to the interest rate swap from 2016 above expiring. The notional amount then decreases each quarter by $153,125 until September 30, 2020 when the notional amount increases to $17,475,000 due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $431,250 until December 31, 2021, then decreases each subsequent quarter by $609,375 until it expires on November 8, 2023.

At September 29, 2019, the fair value of all swaps was in a net liability position of $1,037,994 and is included in other accrued liabilities and other long term liabilities in the condensed consolidated balance sheet.

We do not believe that an increase or decrease in interest rates of 100 basis points would have a material effect on our operating results or financial condition.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management establishes and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) to ensure that the information we disclose under the Exchange Act is properly and timely reported. We provide this information to our Chief Executive Officer and Interim Chief Financial Officer as appropriate to allow for timely decisions.

Our controls and procedures are based on assumptions. Additionally, even effective controls and procedures only provide reasonable assurance of achieving their objectives. Accordingly, we cannot guarantee that our controls and procedures will succeed or be adhered to in all circumstances.

We have evaluated our disclosure controls and procedures, with the participation, and under the supervision, of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our Chief Executive and Interim Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no material changes in the Company's internal controls over financial reporting during the thirty-nine weeks ended September 29, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable

ITEM 1A. RISK FACTORS

Impairment of goodwill

Under current accounting standards, if the Company's market capitalization were to decline, this would be considered a potential indicator of goodwill impairment. Any write-down of goodwill would have a negative effect on the consolidated financial statements of the Company. If the stock price remains below the net book value per share, or other negative business factors exist, the Company may be required to perform another goodwill impairment analysis, which could result in an impairment of up to the entire balance of the Company’s goodwill.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

Exhibit No.	Description
10.1*	Stock Option Agreement 2013 Plan Award
10.2*	Stock Option Agreement 2014 Plan ISO Award
10.3*	Stock Option Agreement 2014 Plan NQO Award
31.1*	Certification of the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Chief Executive Officer and Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+	XBRL Instance Document
101.SCH+	XBRL Taxonomy Extension Schema Document
101.CAL+	XBRL Taxonomy Calculation Linkbase Document
101.DEF+	XBRL Taxonomy Definition Linkbase Document
101.LAB+	XBRL Taxonomy Label Linkbase Document
101.PRE+	XBRL Taxonomy Presentation Linkbase Document

* Filed herewith.

** Pursuant to Item 601(b)(32)(ii) of Regulation S-K(17 C.F.R 229.601(b)(32)(ii)), this certification is deemed furnished, not filed, for purposes of section 18 of the Exchange Act, nor is it otherwise subject to liability under that section. It will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except if the registrant specifically incorporates it by reference.

*** Previously filed.

+ Filed electronically with the report.

44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNIQUE FABRICATING, INC.
Date: November 7, 2019	By:	/s/ Byrd Douglas Cain, III
		Name: Byrd Douglas Cain, III
		Title:  Chief Executive Officer and Interim Chief Financial Officer (Principal Financial and Accounting Officer)

45

EX-10.1

UNIQUE FABRICATING, INC.

Notice of Stock Option Grant

Under 2013 Stock Incentive Plan

Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Unique Fabricating, Inc. (the “Company”):

Optionee: Byrd Douglas Cain, III

Grant Date: September 30, 2019

Vesting Commencement Date: September 30, 2019

Exercise Price: $2.89 per share

Number of Option Shares: 72,500 shares of Common Stock

Termination Date: September 30, 2029

Type of Option: Incentive Stock Option

X Non-Statutory Stock Option

Vesting Schedule: Options for 36,250 shares will vest once the closing price of the Company’s stock is in excess of $7.50 per share for 10 of 20 consecutive trading days. Options for 36,250 shares will vest once the closing price of the Company’s stock is in excess of $12.50 per share for 10 of 20 consecutive trading days.

The Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Company’s 2013 Stock Incentive Plan (the “Plan”). The Optionee further agrees to be bound by the terms of the Option as set forth in this Notice of Grant and in the Stock Option Agreement attached hereto as Exhibit A, as well as the terms of the Plan, which is attached hereto as Exhibit B.

Simultaneously with the exercise by Optionee of the Option, in whole or in part, and as a condition thereto, at the request of the Company the Optionee shall execute a counterpart signature page to the Stockholders Agreement dated as of March 18, 2013 by and among the Company and its stockholders, as amended from time to time, or other similar or substitute stockholders agreement(s), and the Optionee shall thereby be bound and subject to, all the terms and provisions thereof.

No Employment or Service Contract. Nothing in this Notice or in the attached Stock Option Agreement or Plan shall confer upon the Optionee any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate the Optionee’s service at any time for any reason, with or without cause.

DATED: October 7, 2019

UNIQUE FABRICATING, Inc.

By:_____________________________

OPTIONEE

_____________________________

Address:

_____________________________

_____________________________

_____________________________

ATTACHMENTS

Exhibit A - Stock Option Agreement

Exhibit B - 2013 Stock Incentive Plan

EXHIBIT A

UNIQUE FABRICATING, INC.

Stock Option Agreement

Under 2013 Stock Incentive Plan

Section 1.Grant of Option.

(a)This Stock Option Agreement (the “Agreement”) evidences the grant by Unique Fabricating, Inc., a Delaware corporation (the “Company”), on the Grant Date, to the Optionee, of an option (the “Option”) to purchase, in whole or in part, on the terms provided herein and in the Company’s 2013 Stock Incentive Plan (the “Plan”), a total number of shares of the Company’s common stock equal to the Number of Option Shares set forth in the Notice of Grant to which this Agreement is attached as Exhibit A, at a price per share equal to the Exercise Price. Unless earlier terminated in accordance with Section 3(c), (d) or (e) of this Agreement, the Option shall expire at 5:00 p.m., Eastern Standard Time, on the Termination Date. Capitalized terms used in this Section 1(a) and not otherwise defined herein shall refer to the information set forth next to such terms on the Notice of Grant. Capitalized terms used in this Agreement and not otherwise defined in this Agreement or in the Notice of Grant shall have the meanings assigned to such terms in the Plan, which is attached to the Notice of Grant as Exhibit B.

(b)If designated in the Notice of Grant as an Incentive Stock Option, the Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.

(c)Except as otherwise indicated by the context, the term “Optionee” as used in this Agreement, shall be deemed to include any person who acquires the right to exercise the Option validly under its terms.

Section 2.Vesting Schedule.

(a)The Option will become exercisable as described under the heading “Vesting” in the Notice of Grant.

(b)The right of exercise shall be cumulative so that, to the extent the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all vested Option Shares until the earliest to occur of (i) the Termination Date, (ii) the termination of the Option under Section 3 hereof, or (iii) any other termination of the Option under the Plan.

Section 3.Exercise of Option.

(a)Form of Exercise. In order to exercise the Option with respect to all or any part of the Option Shares, the Optionee (or any other person or persons exercising the Option in accordance with Section 3(d)) must execute and deliver to the Company an election notice in the form of Schedule 1 to this Agreement, either in writing or electronically, accompanied by payment in full in a manner provided in Section 4. The Optionee may purchase any number of vested Option Shares subject to the Option, in any exercise of the Option, provided that no partial exercise of the Option may be for any fractional share.

(b)Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, the Option may not be exercised unless the Optionee, at the time he or she exercises the Option, is, and has been at all times since the Grant Date, a Service Provider.

(c)Termination of Relationship with the Company. If the Optionee ceases to be a Service Provider for any reason while the Option is outstanding, then, except as provided in Sections 3(d) and (e), the right to exercise the Option shall terminatethree months after such cessation (but in no event after the Termination Date), provided that the Option shall be exercisable only to the extent and with respect to the number of Option Shares that the Optionee was entitled to exercise on the date of such cessation.

(d)Exercise Period Upon Death or Disability. If the Optionee dies or suffers a Disability while the Option is outstanding (including within the three-month period following termination of service of the Optionee), and the Company has not terminated the Optionee’s service for “Cause” as specified in Section 3(e), the Option shall be exercisable, within the period of one year following the date of termination of service of the Optionee, (i) in the case of a termination of service due to the Disability of the Optionee, by the Optionee, and (ii) in the case of a termination of service due to the death of the Optionee, by (A) a beneficiary designated in writing by the Optionee to the Company prior to the Optionee’s death, or (B) if no such beneficiary has been designated, by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution; provided, that, in any case, the Option shall be exercisable only to the extent and with respect to the number of Shares that the Optionee was entitled to exercise on the date of his or her death or Disability; and furtherprovided, that the Option shall not be exercisable after the Termination Date.

(e)Discharge for Cause. If the Optionee’s service with the Company is terminated for Cause while the Option is outstanding, the right to exercise the Option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean willful misconduct by the Optionee or willful failure by the Optionee to perform his or her responsibilities to the Company (including, without limitation, breach by the Optionee of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Optionee and the Company), as determined by the Company, which determination shall be conclusive; provided, however, that if any definition of “Cause” for termination (or a similar term) is contained in an effective offer letter, employment agreement or similar agreement between the Company and the Optionee at the time of termination, such definition shall supersede the definition in this Section 3(e) and shall be incorporated in this Section 3(e) as the definition of “Cause.” If the Company determines, within 30 days following any resignation by the Optionee, that discharge of the Optionee was warranted at the time of such resignation, then the Optionee shall be considered to have been discharged for “Cause.”

(f)Limited Exercisability. During any period of post-service exercisability, the Option may not be exercised in the aggregate for more than the number of Option Shares in which the Optionee is, at the time of the Optionee’s cessation of service, vested in accordance with the Vesting Schedule specified in the Notice of Grant. Upon the expiration of such exercise period or (if earlier) upon the Termination Date, the Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent that the Optionee is not vested in the Option Shares at the time of the Optionee’s cessation of service, the Option shall immediately terminate and cease to be outstanding with respect to the Option Shares.

Section 4.Method of Payment.

(a)Common Stock purchased upon exercise of the Option may be paid in any one or more of the following forms:

(i)cash or check made payable to the Company;

(ii)subject to Section 4(b), by the tendering to the Company of other shares of Common Stock of the Company (“Tendered Shares”); or

(iii)any combination of the forms of consideration set forth in subsection (i) and (ii) above.

(b)Tendered Shares must be held by the Service Provider for at least six months prior to their tender to the Company. For purposes of determining the amount of the Exercise Price satisfied by the Tendered Shares, such shares shall be valued at their Fair Market Value on the date of tender. Except as provided in this Section 4(b), the date of exercise shall be deemed to be the date that the notice of exercise and payment of the Exercise Price are received by the Administrator.

(c)Prior to the delivery of any Shares or cash pursuant to the Option (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Optionee’s FICA obligation) required to be withheld with respect to the Option (or exercise thereof). To the extent that the Company is required by Applicable Law to withhold funds for taxes in respect of any exercise of the Option, then the aggregate Exercise Price shall not be deemed paid and the Option shall not be deemed exercised and the Option Shares issuable upon exercise shall not be deemed issued, until the Optionee has paid to the Company, in a manner provided in this Section 4, the aggregate amount of such tax withholding.

Section 5.Disqualifying Disposition. If the Optionee disposes of Option Shares acquired upon exercise of an Incentive Stock Option within two years from the Grant Date or one year after such Option Shares were acquired pursuant to exercise of the Option, the Optionee shall notify the Company in writing of such disposition.

Section 6.Nontransferability of Option. The Option may not be sold, pledged (other than a pledge in favor of the Company and/or its Affiliates(s)), assigned, hypothecated, transferred, or disposed of in any manner by the Optionee, either voluntarily or by operation of law, other than by will or the laws of descent and distribution, and, during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee.

Section 7.Adjustments. In the event that there is any stock dividend that is paid on Common Stock in shares of Common Stock, or any stock split, reverse stock split, combination or reclassification of Common Stock, or any other increase in the number of outstanding shares of Common Stock without receipt of consideration by the Company, then the total number and/or class of securities subject to the Option and the Exercise Price of the Option shall be appropriately adjusted, in such manner as the Administrator in its sole discretion deems equitable, in order to prevent dilution or enlargement of the rights of the Optionee under the Option.

Section 8.Stockholder Rights. The holder of the Option shall not have any rights as a stockholder with respect to the Option Shares until such person shall have exercised the Option, paid the Exercise Price and become the record holder of the purchased Shares in accordance with the terms of this Agreement and the Plan.

Section 9.Repurchase Rights.

(a)Terms.

(i)In the event that the Optionee’s service with the Company is terminated for any reason (including by the Company with or without Cause), the Company shall have the right to purchase from the Optionee, and if the Company exercises its option pursuant to this Section 9(a), the Optionee shall sell to the Company upon the exercise of such right, any or all of the Optionee’s Option Shares at the Fair Market Value per Share, but if the termination is for Cause, then at the applicable Exercise Price per Share.

(ii)Notwithstanding the foregoing, in the event the Optionee's service is terminated by reason of the Optionee's death, for a period of twelve (12) months from the date of such termination the Company shall have the right to purchase from the beneficiaries of the estate of the Optionee, and if the Company exercises its option pursuant to this Section 9(a), the beneficiaries of the estate of the Optionee shall sell to the Company, upon the exercise of such right, any or all of such Optionee's Option Shares in accordance with Section 9(a)(i) above.

(iii)The number of Option Shares subject to purchase pursuant to Sections 9(a)(i) shall be adjusted to give effect to any stock dividend, or other distribution of stock made on or in respect of such Option Shares, or any subdivision, combination or reclassification of the outstanding capital stock of the Company or received in exchange for the Option Shares.

(iv)In order to exercise the option to purchase the Optionee’s Option Shares under this Section 9(a), the Company shall deliver a written notice to the Optionee (the “Share Repurchase Notice”), indicating its election to purchase any or all of the Option Shares and specifying the number of Option Shares which the Company elects to purchase and the purchase price therefor, within ninety (90) days after the Optionee’s termination; provided, however, that in the event that the Optionee's service is terminated by reason of the Optionee's death, the Company shall deliver such Share Repurchase Notice to (i) a beneficiary designated in writing by the Optionee to the Company prior to the Optionee’s death, or (ii) if no such beneficiary has been designated, by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution, within twelve (12) months after the date of such termination.

(v)The repurchase of Option Shares hereunder shall be made on a date within sixty (60) days of the delivery of the Share Repurchase Notice, by delivery of payment to the Optionee or the administrator of his or her estate, as applicable, by check or wire transfer, against receipt of one or more certificates, properly endorsed, evidencing the Optionee’s Option Shares to be so purchased. If the repurchase is not consummated by such date, the Company may deliver to the Optionee or the administrator of his or her estate, as applicable, by check or wire transfer the applicable repurchase price for the Option Shares to be repurchased and may cancel the certificates evidencing such Option Shares on the books and records of the Company.

(vi)Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Option Shares by the Company shall be subject to applicable restrictions contained in federal law, the Delaware General Corporate Law and in the Company’s debt and equity financing agreements. Notwithstanding anything to the contrary contained in this Agreement, if any such restrictions prohibit or otherwise delay the repurchase of any Option Shares thereunder which the Company is otherwise entitled to make, the Company may make

such repurchases within sixty (60) days of the date that it is permitted to do so under such restrictions.

(b)Definitions. For purposes of Section 9(a), the term “Fair Market Value” shall mean, with respect to any Option Share, the value of such Option Share as determined under the Plan. The term “Exercise Price” shall mean the value as stated in the Optionee’s Notice of Grant.

Section 10.Section 409A of the Code. Under Section 409A of the Code, an Option that is granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the Grant Date (a “Discount Option”) may be considered “deferred compensation.” A Discount Option may result in (a) income recognition by the Optionee prior to the exercise of the Option, (b) an additional twenty percent (20%) federal income tax, and (c) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Optionee. The Optionee acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of the Option equals or exceeds the Fair Market Value of a Share on the Grant Date in a later examination. The Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the Grant Date, the Optionee will be solely responsible for the Optionee's costs related to such a determination.

Section 11.Notices. Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, or registered or certified mail, return receipt requested, addressed as follows:

If to the Company:Unique Fabricating, Inc.

800 Standard Parkway

Auburn Hills, MI 48326

Attention: Corporate Secretary.

If to the Optionee:At the address set forth in the Notice of Grant

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

Section 12.Governing Law. This Agreement shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof

Section 13.Successors and Assigns. Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

Section 14.Construction. This Agreement and the Option evidenced hereby and by the Notice of Grant are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Option.

NOTICE OF EXERCISE

TO:Unique Fabricating, Inc. (the “Company”)

Reference is made to the Notice of Grant, dated __________, 20___, evidencing an Option (the “Option”) to purchase an aggregate of _________ shares of Common Stock of the Company at an exercise price of $2.89 per share. Capitalized terms used but not defined in this Notice of Exercise have the meanings given to them in the Notice of Grant and the accompanying Option Agreement and Plan.

I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Option Shares.

I am paying the Exercise Price for the exercised Option Shares, in accordance with Section 4 of the Option Agreement, as follows:

____________________________________________________

____________________________________________________

Please issue the stock certificate for the Option Shares (check one):

□to me; or

□ to me and ______________________________, as joint tenants with right of survivorship.

and mail the certificate to me at the following address:

______________________________

______________________________

______________________________

My mailing address for stockholder communications, if different from the address listed above, is:

______________________________

______________________________

______________________________

Very truly yours,

______________________________

Optionee

______________________________

Print Name

______________________________

Date

______________________________

Social Security Number

EXHIBIT B

Unique Fabricating, INC.

2013 Stock Incentive Plan

See attached.

EX-10.2

Unique Fabricating, Inc.

2014 Omnibus Performance Award Plan

ISO AWARD AGREEMENT

Unique Fabricating, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2014 Omnibus Performance Award Plan (the “Plan”) and the Incentive Stock Option Award attached to this ISO Award Agreement, hereby grants to the individual named below the option to purchase the number of shares of the Corporation’s Common Stock, also as is set forth below. The terms of this ISO Award Agreement are subject to all of the provisions of the Plan and the attached Incentive Stock Option Award, with such provisions being incorporated herein by reference.

1.Date of Grant:September 30, 2019

2.Name of Participant:Byrd Douglas Cain, III

3.Number of Shares:72,500 of Common Stock

4.Exercise Price:$2.89 per Share of Common Stock.

5. Vesting of Options: Options for 36,250 shares will vest once the closing price of the Company’s stock is in excess of $7.50 per share for 10 of 20 consecutive trading days. Options for 36,250 shares will vest once the closing price of the Company’s stock is in excess of $12.50 per share for 10 of 20 consecutive trading days.

6.Expiration Date:September 30, 2029

The Participant acknowledges receipt of, and understands and agrees to be bound by all of the terms of, this ISO Award Agreement, the attached Incentive Stock Option Award and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Participant and the Corporation regarding the subject matter contained herein.

Unique Fabricating, Inc.: By: Title:Date: Participant: By: Title:Date:

INCENTIVE STOCK OPTION AWARD

THIS AGREEMENT made as of the grant date set forth in Section 1 of the ISO Award Agreement to which this Agreement is attached (the “Date of Grant”) between Unique Fabricating, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and the individual identified in Section 2 of the ISO Award Agreement to which this Agreement is attached (hereinafter referred to as the “Participant”).

W I T N E S S E T H:

WHEREAS, the Corporation desires, in connection with the employment of the Participant and in accordance with its 2014 Omnibus Performance Award Plan (the “Plan”), to provide the Participant with an opportunity to acquire Common Stock of the Corporation on favorable terms and thereby increase his proprietary interest in the continued progress and success of the business of the Corporation;

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Participant hereby agree as follows:

1.Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Corporation, subject to the terms of the Plan and this Agreement, hereby grants to the Participant as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services, the right to purchase (hereinafter referred to as the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the attached ISO Award Agreement, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being referred to as the “Shares”). The Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Purchase Price. The purchase price of shares of Common Stock covered by the Option will be the per share amount set forth in Section 4 of the attached ISO Award Agreement, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Date of Grant, subject to adjustment as provided in the Plan.

3.Exercise of Option. The Option shall be exercisable on the terms and conditions hereinafter set forth:

(a)The Option shall become exercisable cumulatively as to the number of Shares originally subject thereto (after giving effect to any adjustment pursuant to the Plan), and on the vesting schedule, as set forth in Section 5 of the attached ISO Award Agreement.

(b)The Option may be exercised pursuant to the provisions of this Section 3, by notice and payment to the Corporation as provided in Sections 9 and 13 hereof.

4.Term of Option. The term of the Option shall be the period of years from the Date of Grant as is set forth in Section 1 of the attached ISO Award Agreement and shall expire on the date set forth in Section 6 of the ISO Award Agreement, subject to earlier termination or cancellation as provided in this Agreement.

5.Non transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Corporation or any Affiliate may have under this Agreement or otherwise.

6.Exercise Upon Termination of Service. (a) If the Participant at any time incurs a Termination of Service (i) by reason of his discharge for Cause or (ii) due to his voluntary Termination of Service without the written consent of the Committee, the Option shall, at the time of such Termination of Service, terminate and the Participant shall forfeit all rights hereunder. If, however, the Participant for any other reason (other than Disability or death) incurs a Termination of Service, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Participant to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to such Termination of Service, at any time within 90 days after such Termination of Service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Participant shall forfeit all rights hereunder, even if the Participant subsequently returns to the Service of the Corporation or any Affiliate. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(a)The Option shall not be affected by any change of duties or position of the Participant so long as he continues to be in full-time Service of the Corporation or of any Affiliate thereof. If the Participant is granted a temporary leave of absence of 90 days or less, such leave of absence shall be deemed a continuation of his Service by the Corporation or of any Affiliate thereof for the purposes of this Agreement, but only if and so long as the corporation consents thereto.

7.Exercise Upon Death or Disability. (a) If the Participant dies while he is in the Service of the Corporation or of any Affiliate, and on or after the first date upon which he would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to his death, by the estate of the Participant (or by the person or persons who acquire the right to exercise the Option by written designation of the Participant) at any time within one year after the death of the Participant, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(a)In the event that the Participant incurs a Termination of Service by reason of the Disability of the Participanton or after the first date upon which he would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to his employment termination due to Disability by the Participant within the period ending one year after the date of such Termination of Service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Participant shall forfeit all rights hereunder even if the Participant subsequently returns to the Service of the Corporation or any Affiliate. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

8.Registration. At the time of issuance, the shares of Common Stock subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Corporation, the Participant will give a representation as to his investment intent with respect to such shares prior to their issuance. The Corporation may register or qualify the shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

9.Method of Exercise of Option. (a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

(i)state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii)contain a representation and agreement as to investment intent, if required by counsel to the Corporation with respect to such Shares, in a form satisfactory to counsel to the Corporation;

(iii)be signed by the Participant or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Participant, be accompanied by proof, satisfactory to counsel to the Corporation, of the right of such other person or persons to exercise the Option;

(iv)include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(v)be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation’s executive office in Auburn Hills, Michigan then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

(vi)Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Corporation on the date the Notice is received by the Corporation (i) by delivering to the Corporation a certified or bank cashier’s check payable to the order of the Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, or (iii) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation).

(vii)The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 9 shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have been complied with.

(viii)The certificate or certificates for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Participant (or in the name of the Participant’s estate or other beneficiary if the Option is exercised after the Participant’s death), or if the Option is exercised by the Participant and if the Participant so requests in the notice exercising the Option, will be registered in the name of the Participant and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Corporation (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

(ix)If the Participant fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, his right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(x)The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

10.Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

11.Reservation of Shares. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

12.Limitation of Action. The Participant and the Corporation each acknowledges that every right of action accruing to him or it, as the case may be, and arising out of or in connection with this Agreement against the Corporation or an Affiliate, on the one hand, or against the Participant, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

13.Notices. Each notice relating to this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to them at 800 Standard Parkway, Auburn Hills, Michigan 48326, Attn: Chief Financial Officer. All notices to the Participant shall be addressed to the Participant or

such other person or persons at the Participant’s address set forth in the Corporation’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

14.Benefits of Agreement. This Agreement shall inure to the benefit of the Corporation, the Participant and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

15.Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

16.Governing Law. This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of the Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(i)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(ii)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Auburn Hills, Michigan. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The Corporation shall pay the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

17.Disposition of Shares. By accepting this Agreement, the Participant agrees that in the event he shall dispose (whether by sale, exchange, gift or any like transfer) of any shares of Common Stock of the Corporation (to the extent such shares are deemed to have been purchased pursuant to this incentive stock option) acquired by him pursuant hereto within two years of the Date of Grant of this Option or within one year after the acquisition of such shares pursuant hereto, he will notify the Chief Financial Officer of the Corporation no later than 15 days from the date of such disposition of such date or dates and the number of shares disposed of by him and the consideration received, if any, and, upon notification from the Corporation, promptly forward to the Chief Financial Officer of the Corporation any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by any delay in making such payment) incurred by reason of such disposition.

18.Acknowledgment of Participant. The Participant represents and warrants that as of the Date of Grant of the Option, he does not own (within the meaning of Section 422(b)(6) of the

Code) shares possessing more than 10% of the total combined voting power of all classes of shares of the corporation or of any Affiliate.

19.Service. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Participant and the Corporation or any Affiliate, (b) a right of the Participant to be continued in the Service of the Corporation or of any Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Participant at any time, with or without cause (subject to any applicable employment agreement).

20.Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

21.Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

22.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE ISO AWARD AGREEMENT TO WHICH THIS AGREEMENT IS ATTACHED, the Corporation and the Participant (and each and every one of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

EXHIBIT A

INCENTIVE OPTION EXERCISE FORM

[DATE]

Unique Fabricating, Inc.

800 Standard Parkway

Auburn Hills, MI 48326|

Attention: Byrd Douglas Cain, III

Dear Sirs:

Pursuant to the provisions of the Incentive Stock Option Award and related ISO Award Agreement dated September 30, 2019 (collectively, the “Agreement”), whereby you have granted to me an Incentive Stock Option (the “Option”) to purchase up to 72,500 shares of the Common Stock of Unique Fabricating, Inc. (the “Corporation”) subject to the terms of the Agreement, I hereby notify you that I elect to exercise my option to purchase [   ] of the shares of Common Stock covered by such Option at the $2.89 per share price specified therein. In full payment of the price for the shares being purchased hereby, I am delivering to you herewith (i) certified or bank cashier’s check payable to the order of the Corporation in the amount of $____________, or (ii) a certificate or certificates for [   ] shares of Common Stock of the Corporation, and which have a fair market value as of the date hereof of $___________, [and a certified or bank cashier’s check, payable to the order of the Corporation, in the amount of $________________]. Any such stock certificate or certificates are endorsed, or accompanied by an appropriate stock power, to the order of the Corporation, with my signature guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange. [I hereby acknowledge that I am purchasing these shares for investment purposes only and not for resale in violation of any federal or state securities laws.]

Very truly yours,

______________________________

[Address]

(For notices, reports, dividend checks and other communications to stockholders.)

EX-10.3

Unique Fabricating, Inc.

2014 Omnibus Performance Award Plan

NQO AWARD AGREEMENT

Unique Fabricating, Inc., a Delaware corporation (the “Corporation”), pursuant to the terms of its 2014 Omnibus Performance Award Plan (the “Plan”) and the Non-Qualified Stock Option Award attached to this NQO Award Agreement, hereby grants to the individual named below the option to purchase the number of shares of the Corporation’s Common Stock, also as is set forth below. The terms of this NQO Award Agreement are subject to all of the provisions of the Plan and the attached Non-Qualified Stock Option Award, with such provisions being incorporated herein by reference.

1.Date of Grant:September 30, 2019

2.Name of Participant:Byrd Douglas Cain, III

3.Number of Shares:140,000 of Common Stock

4.Exercise Price:$2.89 per Share of Common Stock.

5. Vesting of Options:

Vesting Date	No. of Shares Vested
September 30, 2020	56,000
September 30, 2021	28,000
September 30, 2022	28,000
September 30, 2023	28,000

6.Expiration Date:September 30, 2029

The Participant acknowledges receipt of, and understands and agrees to be bound by all of the terms of this NQO Award Agreement, the attached Non-Qualified Stock Option Award and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Participant and the Corporation regarding the subject matter contained herein.

Unique Fabricating, Inc.: By: Title:Date: Participant: Name:Date:

NON-QUALIFIED STOCK OPTION AWARD

THIS AGREEMENT made as of the grant date set forth in Section 1 of the NQO Award Agreement to which this Agreement is attached (the “Date of Grant”) between Unique Fabricating, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), and the individual identified in Section 2 of the NQO Award Agreement to which this Agreement is attached (hereinafter referred to as the “Participant”).

W I T N E S S E T H:

WHEREAS, the Corporation desires, in connection with employment of the Participant, and in accordance with its 2014 Omnibus Performance Award Plan (the “Plan”), to provide the Participant with an opportunity to acquire Common Stock of the Corporation on favorable terms and thereby increase her proprietary interest in the continued progress and success of the business of the Corporation;

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Participant hereby agree as follows:

1.Confirmation of Grant of Option. Pursuant to a determination by the Committee, the Corporation, subject to the terms of the Plan and this Agreement, hereby grants to the Participant as a matter of separate inducement and agreement, and in addition to and not in lieu of salary or other compensation for services by Participant or Consultant, the right to purchase (hereinafter referred to as the “Option”) an aggregate number of shares of Common Stock as is set forth in Section 3 of the attached NQO Award Agreement, subject to adjustment as provided in the Plan (such shares, as adjusted, hereinafter being referred to as the “Shares”). The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Purchase Price. The purchase price of shares of Common Stock covered by the Option will be the per share amount set forth in Section 4 of the attached NQO Award Agreement, at all times being not less than 100% of the Fair Market Value of one share of Common Stock on the Date of Grant, subject to adjustment as provided in the Plan.

3.Exercise of Option. The Option shall be exercisable on the terms and conditions hereinafter set forth:

(a)The Option shall become exercisable cumulatively as to the number of Shares originally subject thereto (after giving effect to any adjustment pursuant to the Plan), and on the date, as set forth in Section 5 of the attached NQO Award Agreement.

(b)The Option may be exercised pursuant to the provisions of this Section 3, by notice and payment to the Corporation as provided in Sections 9 and 13 hereof.

4.Term of Option. The term of the Option shall be the period of years from the Date of Grant as is set forth in Section 1 of the attached NQO Award Agreement and shall expire on the date set forth in Section 6 of the NQO Award Agreement, subject to earlier termination or cancellation as provided in this Agreement.

5.Non transferability of Option. The Option shall not be assigned, transferred or otherwise disposed of, or pledged or hypothecated in any way, and shall not be subject to execution, attachment or other process, except as may be provided in the Plan. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the provisions of the Plan, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to make any such assignment, transfer, pledge, hypothecation or other disposition of the Option will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Option under the foregoing provisions of this Section 5 will not prejudice any rights or remedies which the Corporation or any Affiliate may have under this Agreement or otherwise.

6.Exercise Upon Termination of Service. (a) If, the Consultant for any reason (other than Disability or death of Participant or the satisfactory conclusion of the provision of services by Consultant in accordance with Consultant’s engagement by the Corporation or its Affiliates (“Satisfactory Conclusion”)) incurs a Termination of Consulting Relationship, the Option may, subject to the provisions of Section 5 hereof, be exercised by the Participant to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to such Termination of Service, at any time within one year after such Termination of Service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Participant shall forfeit all rights hereunder, even if the Consultant subsequently returns to the Service of the Corporation or any Affiliate. For avoidance of doubt, if the Termination of Service is as a result of a Satisfactory Conclusion, the Term shall continue until the date as provided in Section 4. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(a)The Option shall not be affected by any change of duties or position of the Consultant or Participant so long as Participant continues to be in Service of the Consultant or of any Affiliate thereof. If the Participant is granted a temporary leave of absence of 90 days or less, such leave of absence shall be deemed a continuation of her Service by Consultant or of any Affiliate thereof for the purposes of this Agreement, but only if and so long as the Company consents thereto.

7.Exercise Upon Death or Disability. (a) If the Consultant incurs a Termination of Consulting Relationship due to Participant’s death, and on or after the first date upon which she would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to her death), by the estate of the Participant (or by the person or persons who acquire the right to exercise the Option by written designation of the Participant) at any time within one year after the death of the Participant, at the end of which period the Option, to the extent not then exercised, shall terminate and the estate or other beneficiaries shall forfeit all rights hereunder. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

(a)In the event that the Service of the Consultant with the Corporation or an Affiliate is terminated by reason of the Disability of the Participant and on or after the first date upon which she would have been entitled to exercise the Option under the provisions of Section 3 hereof, the Option may, subject to the provisions of Section 5 hereof, be exercised (to the same extent the Participant would have been entitled under Section 3 hereof to exercise the Option immediately prior to her termination due to Disability) by or on behalf of the Participant within the period ending one year after the date of such Termination of Service, at the end of which period the Option, to the extent not then exercised, shall terminate and the Participant shall forfeit all rights hereunder even if the Participant or Consultant subsequently returns

to the Service of the Corporation or any Affiliate. In no event, however, may the Option be exercised after the expiration of the term provided in Section 4 hereof.

8.Registration. At the time of issuance, the shares of Common Stock subject hereto and issuable upon the exercise hereof may not be registered under the Securities Act of 1933, as amended, and, if required upon the request of counsel to the Corporation, the Participant will give a representation as to her investment intent with respect to such shares prior to their issuance. The Corporation may register or qualify the shares covered by the Option for sale pursuant to the Securities Act of 1933, as amended, at any time prior to or after the exercise in whole or in part of the Option.

9.Method of Exercise of Option.

(a) Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice in the manner set forth in Exhibit “A” hereto (the “Notice”) and provision for payment to the Corporation in accordance with the procedure prescribed herein. Each such Notice shall:

(i)state the election to exercise the Option and the number of Shares with respect to which it is being exercised;

(ii)contain a representation and agreement as to investment intent, if required by counsel to the Corporation with respect to such Shares, in a form satisfactory to counsel to the Corporation;

(iii)be signed by the Participant or the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Participant, be accompanied by proof, satisfactory to counsel to the Corporation, of the right of such other person or persons to exercise the Option;

(iv)include payment of the full purchase price for the shares of Common Stock to be purchased pursuant to such exercise of the Option; and

(v)be received by the Corporation on or before the date of the expiration of this Option. In the event the date of expiration of this Option falls on a day which is not a regular business day at the Corporation’s executive office in Auburn Hills, Michigan then such written Notice must be received at such office on or before the last regular business day prior to such date of expiration.

(b) Payment of the purchase price of any shares of Common Stock, in respect of which the Option shall be exercised, shall be made by the Participant or such person or persons at the place specified by the Corporation on the date the Notice is received by the Corporation (i) by delivering to the Corporation a certified or bank cashier’s check payable to the order of the Corporation, (ii) by delivering to the Corporation properly endorsed certificates of shares of Common Stock (or certificates accompanied by an appropriate stock power) with signature guaranties by a bank or trust company, (iii) by having withheld from the total number of shares of Common Stock to be acquired upon the exercise of this Option a specified number of such shares of Common Stock, or (iv) by any combination of the foregoing. For purposes of the immediately preceding sentence, an exercise effected by the tender of Common Stock (or deemed to be effected by the tender of Common Stock) may only be consummated with Common Stock held by the Participant for a period of six (6) months or acquired by the Participant other than under the Plan (or a similar plan maintained by the Corporation).

(c) The Option shall be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the Option shall be deemed to have been exercised on the date the Notice was received by the Corporation. Anything in this Agreement to the contrary notwithstanding, any Notice given pursuant to the provisions of this Section 9 shall be void and of no effect if all of the preceding provisions of this Section 9 and the provisions of Section 10 shall not have been complied with.

(d) The certificate or certificates for shares of Common Stock as to which the Option shall be exercised will be registered in the name of the Participant (or in the name of the Participant’s estate or other beneficiary if the Option is exercised after the Participant’s death), or if the Option is exercised by the Participant and if the Participant so requests in the notice exercising the Option, will be registered in the name of the Participant and another person jointly, with right of survivorship and will be delivered as soon as practical after the date the Notice is received by the Corporation (accompanied by full payment of the exercise price), but only upon compliance with all of the provisions of this Agreement.

(e) If the Participant fails to accept delivery of and pay for all or any part of the number of Shares specified in such Notice, her right to exercise the Option with respect to such undelivered Shares may be terminated in the sole discretion of the Committee. The Option may be exercised only with respect to full Shares.

(f) The Corporation shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock purchased upon the exercise of any part of the Option prior to the payment to the Corporation, upon its demand, of any amount requested by the Corporation for the purpose of satisfying its minimum statutory liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of this Option or the transfer of shares thereupon. Such payment shall be made by the Participant in cash or, with the written consent of the Corporation, by tendering to the Corporation shares of Common Stock equal in value to the amount of the required withholding. In the alternative, the Corporation may, at its option, satisfy such withholding requirements by withholding from the shares of Common Stock to be delivered to the Participant pursuant to an exercise of the Option a number of shares of Common Stock equal in value to the amount of the required withholding.

10.Approval of Counsel. The exercise of the Option and the issuance and delivery of shares of Common Stock pursuant thereto shall be subject to approval by the Corporation’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Common Stock may then be listed or traded.

11.Reservation of Shares. The Corporation shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Agreement.

12.Limitation of Action. The Participant and the Corporation each acknowledges that every right of action accruing to her or it, as the case may be, and arising out of or in connection with this Agreement against the Corporation or an Affiliate, on the one hand, or against the Participant, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

13.Notices. Each notice relating to this Agreement shall be in writing and delivered in person, by recognized overnight courier or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to them at 800 Standard Parkway, Auburn Hills, Michigan 48326, Attn: Chief Financial Officer. All notices to the Participant shall be addressed to the Participant or such other person or persons at the Participant’s address set forth in the Corporation’s records. Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect.

14.Benefits of Agreement. This Agreement shall inure to the benefit of the Corporation, the Participant and their respective heirs, executors, administrators, personal representatives, successors and permitted assignees.

15.Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

16.Governing Law. This Agreement will be construed and governed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law. In the event that either party is compelled to bring a claim related to this Agreement, to interpret or enforce the provisions of the Agreement, to recover damages as a result of a breach of the Agreement, or from any other cause (a “Claim”), such Claim must be processed in the manner set forth below:

(i)THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. Neither party shall initiate or prosecute any lawsuit in any way related to any Claim covered by this Agreement.

(ii)The arbitration shall be binding and conducted before a single arbitrator in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes or the appropriate governing body, as modified by the terms and conditions of this paragraph. Venue for any arbitration pursuant to this Agreement will lie in Auburn Hills, Michigan. The arbitrator will be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS or the appropriate governing body. The Corporation shall pay the arbitrator’s fees and arbitration costs (recognizing that each side bears the cost of its own deposition(s), witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in a court of law). Upon the conclusion of the arbitration hearing, the arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the arbitrator’s award is based. The award of the arbitrator shall be final and binding. Judgment upon any award may be entered in any court having jurisdiction thereof.

17.Service. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Participant and the Corporation or any Affiliate or a contract of engagement between the Consultant and the Corporation or any Affiliate, (b) a right of the Participant or Consultant to be continued in the Service of the Corporation or of any Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Participant or Consultant at any time, with or without cause (subject to any applicable employment or consulting agreement).

18.Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

19.Incorporation of Terms of Plan. This Agreement shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference.

20.No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.

BY WAY OF THEIR EXECUTION OF THE NQO AWARD AGREEMENT TO WHICH THIS AGREEMENT IS ATTACHED, the Corporation and the Participant (and each and every one of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.

EXHIBIT A

NON-QUALIFIED OPTION EXERCISE FORM

[DATE]

Unique Fabricating, Inc.

800 Standard Parkway

Auburn Hills, MI 48326

Attention: Corporate Secretary

Dear Sirs:

Pursuant to the provisions of the Non-Qualified Stock Option Award and related NQO Award Agreement dated __, 2019 (collectively, the “Agreement”), whereby you have granted to me a Non-Qualified Stock Option (the “Option”) to purchase up to [ ] shares of the Common Stock of [   ] (the “Corporation”) subject to the terms of the Agreement, I hereby notify you that I elect to exercise my option to purchase [   ] of the shares of Common Stock covered by such Option at the $2.89 per share price specified therein. In full payment of the price for the shares being purchased hereby, I am delivering to you herewith (i) certified or bank cashier’s check payable to the order of the Corporation in the amount of $____________, or (ii) a certificate or certificates for [   ] shares of Common Stock of the Corporation, and which have a fair market value as of the date hereof of $___________, [and a certified or bank cashier’s check, payable to the order of the Corporation, in the amount of $________________]. Any such stock certificate or certificates are endorsed, or accompanied by an appropriate stock power, to the order of the Corporation, with my signature guaranteed by a bank or trust company or by a member firm of the New York Stock Exchange.

Very truly yours,

______________________________

[Address]

(For notices, reports, dividend checks and

other communications to stockholder.)

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350.

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Byrd Douglas Cain, III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Unique Fabricating, Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2019	By:	/s/ Byrd Douglas Cain, III
		Name: Byrd Douglas Cain, III
		Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350.

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Byrd Douglas Cain, III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Unique Fabricating, Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2019	By:	/s/ Byrd Douglas Cain, III
		Name: Byrd Douglas Cain, III
		Title:  Interim Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350.

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Under 18 U.S.C. section 1350, adopted by section 906 of the Sarbanes-Oxley Act of 2002, in connection with the quarterly report on Form 10-Q of Unique Fabricating, Inc. (the "Company") for the quarterly period ended September 29, 2019 (the "Form 10-Q"), the undersigned certifies that (i) the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: November 7, 2019	By:	/s/ Byrd Douglas Cain, III
		Name: Byrd Douglas Cain, III
		Title: Chief Executive Officer and Interim Chief Financial Officer (Principal Financial and Accounting Officer)

The foregoing certification is being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Operating Leases - Schedule of Future Minimum Lease Payments (Details)	Sep. 29, 2019 USD ($)
Leases [Abstract]
2019	$ 582,870
2020	2,334,821
2021	2,212,300
2022	1,726,243
2023	1,175,351
Thereafter	7,587,350
Total	$ 15,618,935

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Stock Incentive Plans - Valuation Assumptions (Details) - Employee Stock Option	Jun. 11, 2019	Sep. 15, 2017	Apr. 29, 2016	Nov. 20, 2015	Aug. 17, 2015	Jan. 01, 2014	Jul. 17, 2013
The 2013 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		40.00%	40.00%			34.00%	34.00%
Dividend yield		7.00%	5.00%			0.00%	0.00%
Expected term (in years)		5 years	5 years			4 years	4 years
Risk-free rate		1.81%	1.28%			1.27%	0.96%
2014 Omnibus Performance Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	40.00%	40.00%	40.00%	35.00%	38.00%
Dividend yield	0.00%	7.00%	5.00%	5.00%	4.80%
Expected term (in years)	5 years	5 years	5 years	5 years	5 years
Risk-free rate	1.85%	1.81%	1.28%	1.70%	1.58%

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Related Party Transactions

9 Months Ended

Sep. 29, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Effective March 18, 2013, the Company is under a management agreement with a firm related to several stockholders. The agreement initially provided for annual management fees of $300,000 and additional fees for assistance provided with acquisitions. Effective upon completion of the Company's initial public offering, the agreement was amended to reduce the annual management fee by an amount equal to the amount, if any, of annual cash retainers and equity awards received as compensation for service on the board of directors to any person who is a related person of Taglich Private Equity, LLC or Taglich Brothers, Inc. The Company incurred management fees of $56,250 and $168,750, respectively, for the 13 and 39 weeks ended September 29, 2019 and $56,250 and $168,750, respectively, for the 13 and 39 weeks ended September 30, 2018. The management agreement had an initial term of five years, expiring on March 18, 2018, and renews automatically annually for additional one year terms. The current term expires on March 18, 2020. The agreement also will terminate on the date that the Taglich Founding Investors or Taglich Equity Investors, each as defined, no longer also collectively own 50% of the equity securities owned by either of them on March 18, 2013.

In 2019, the Company entered into a services agreement with 6th Avenue Group, which is a company owned by a Board member of the Company. The services performed have been related to providing assistance for long term strategic planning for the Company as well as aiding in helping the Company with CEO transition services. As previously mentioned in Note 8, the Company's CEO resigned on May 6, 2019. The Company incurred fees to the 6th Avenue Group of $62,500 and $138,319, respectively, for the 13 and 39 weeks ended September 29, 2019. The services provided by 6th Avenue Group are expected to end in 2019. This Board member, as discussed in Note 9, was also awarded stock options for 30,000 shares for her services on June 11, 2019.

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Stock Incentive Plans

9 Months Ended

Sep. 29, 2019

Share-based Payment Arrangement [Abstract]

Stock Incentive Plans

Stock Incentive Plans

2013 Stock Incentive Plan

The Company’s board of directors approved a stock incentive plan (the “Plan”) in 2013. The Plan permits the Company to grant 495,000 non statutory or incentive stock options to the employees, directors and consultants of the Company. 495,000 shares of unissued common stock are reserved for the Plan. The board of directors has the authority to determine the participants to whom stock options shall be awarded as well as any restrictions to be placed upon the awards. The exercise price cannot be less than the fair value of the underlying shares at the time the stock options are issued and the maximum length of an award is ten years.

On July 17, 2013 and January 1, 2014, the board of directors approved the issuance of 375,000 and 120,000 non statutory stock option awards, respectively, to employees of the Company with an exercise price of $3.33 per share with a weighted average grant date fair value of $0.23 and $0.35 per share, respectively. On April 29, 2016, the Company issued 7,200 non statutory stock option awards to employees of the Company with an exercise price of $12.58 and with a weighted average grant date fair value of $2.80 per share. On September 15, 2017, the Company issued 5,000 non statutory stock option awards to employees of the Company with an exercise price of $7.65 per share and with a weighted average grant date fair value of $1.41 per share. All 4 grants of the awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries thereafter. Vested awards can only be exercised while the participants are employed by the Company.

The fair value of each option award is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

	September 15, 2017		April 29, 2016		January 1, 2014		July 17, 2013
Expected volatility	40.00	%	40.00	%	34.00	%	34.00	%
Dividend yield	7.00	%	5.00	%	—	%	—	%
Expected term (in years)	5		5		4		4
Risk-free rate	1.81	%	1.28	%	1.27	%	0.96	%

On September 30, 2019, subsequent to the end of the third quarter, the compensation committee of the board of directors approved the issuance of 72,500 non statutory stock option awards, respectively, to the new CEO of the Company with an exercise price of $2.89 per share. These awards vest 50 percent once the closing price of the Company's common stock is in excess of $7.50 per share for 10 out of 20 consecutive trading days and an additional 50 percent once the closing price of the Company's common stock is in excess of $12.50 per share for 10 out of 20 consecutive trading days. Vested awards can only be exercised while the participant is employed by the Company.

2014 Omnibus Performance Award Plan

In 2014, the board of directors and stockholders adopted the Unique Fabricating, Inc. 2014 Omnibus Performance Award Plan, or the 2014 Plan. The 2014 Plan provides for the grant of cash awards, stock options, stock appreciation rights, or SARs, shares of restricted stock and restricted stock units, or RSUs, performance shares and performance units. The 2014 Plan originally authorized the grant of awards relating to 250,000 shares of our common stock. In the event of any transaction that causes a change in capitalization, the Compensation Committee, such other committee administering the 2014 Plan or the board of directors will make such adjustments to the number of shares of common stock delivered, and the number and/or price of shares of common stock subject to outstanding awards granted under the 2014 Plan, as it deems appropriate and equitable to prevent dilution or enlargement of participants’ rights. An amendment approved in March of 2016 by our board of directors which was approved by our stockholders at our annual meeting of stockholders in June 2016, increased the number of shares authorized for grant of awards under the 2014 Plan to a total of 450,000 shares of our common stock.

On August 17, 2015, the board of directors approved the issuance of stock option awards for 230,000 shares of which 45,000 shares subject to non statutory awards were granted to the board of directors and 185,000 incentive stock options were granted to employees of the Company. All of the awards had an exercise price of $12.50 per share with a weighted average grant date fair value of $2.72 per share. These awards vest 20 percent on the grant date and an additional 20 percent on each of the first, second, third and fourth anniversaries of the grant date thereafter. Vested awards can only be exercised while the participants are employed by the Company.

On November 20, 2015, the board of directors approved the issuance of incentive stock option awards for 15,000 shares to employees of the Company. All of the awards had an exercise price of $11.50 per share with a weighted average grant date fair value of $2.23 per share. The vesting schedule, vesting percentage, and capability of the employees to exercise these options are the same as these for the August 17, 2015 grants discussed above.

On April 29, 2016, the board of directors approved the issuance of stock option awards for 5,000 shares to employees of the Company. All of the awards had an exercise price of $12.58 per share with a weighted average grant date fair value of $2.80 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20 and August 17, 2015 grants described above.

On September 15, 2017, the board of directors approved the issuance of stock option awards for 15,000 shares to employees of the Company. All of the awards had an exercise price of $7.65 per share with a weighted average grant date fair value of $1.41 per share. The vesting schedule, vesting percentage, and ability of the employees to exercise these options are the same as these for the November 20, August 17, 2015, and April 29, 2016 grants discussed above.

On June 11, 2019, the compensation committee of the board of directors approved the issuance of stock option awards for 30,000 shares to one member of the board. The award had an exercise price of $2.93 per share with a weighted average grant date fair value of $1.10 per share. These options vested immediately on the date of grant as the service conditions required for this award had already been met on the day of the award.

The fair value of each of the option awards described above is estimated on the grant date using a Black Scholes option pricing model that uses the weighted average assumptions noted in the following table. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected term of the awards was estimated based on findings from academic studies investigating the average holding period for options for adjusted for the Company’s size and risk factors. The risk free rate for periods within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

	June 11, 2019		September 15, 2017		April 29, 2016		November 20, 2015		August 17, 2015
Expected volatility	40.00	%	40.00	%	40.00	%	35.00	%	38.00	%
Dividend yield	—	%	7.00	%	5.00	%	5.00	%	4.80	%
Expected term (in years)	5		5		5		5		5
Risk-free rate	1.85	%	1.81	%	1.28	%	1.70	%	1.58	%

On September 30, 2019, subsequent to the end of the third quarter, 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. Vested awards can only be exercised while the participant is employed by the Company. On September 30, 2019, subsequent to the end of the third quarter, 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. Vested awards can only be exercised while the participant is employed by the Company.

A summary of option activity under both plans is presented below:

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(1)
Outstanding at December 30, 2018	563,680	$	7.25	5.61
Granted	30,000	$	2.93	10
Exercised	—	$	—	0
Forfeited or expired(2)	192,200	$	—	0
Outstanding at September 29, 2019	401,480	$	5.46	5.73	$	—
Vested and exercisable at September 29, 2019	343,040	$	5.50	5.10	$	—

(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 September 29, 2019 and multiplying this result by the related number of options outstanding and exercisable at September 29, 2019. The estimated fair value of the shares is based on the closing price of the stock of $2.85 as of September 29, 2019. As of September 29, 2019 there is no intrinsic value as the exercise prices are greater than the estimated fair value.

(2) Represents shares forfeited by the former CEO in May 2019 as a result of his departure.

The Company recorded compensation expense of $18,786 and $117,147 for the 13 and 39 weeks ended September 29, 2019, respectively, and $32,681 and $98,621 for the 13 and 39 weeks ended September 30, 2018, respectively, in its consolidated statements of operations, as a component of sales, general and administrative expenses. The income tax (expense) benefit related to share based compensation expense was $3,126 and $24,039 for the 13 and 39 weeks ended September 29, 2019 and $(680) and $15,020 for the 13 and 39 weeks ended September 30, 2018.

As of September 29, 2019, there was $46,355 of total unrecognized compensation cost related to non-vested stock option awards under the plans. That cost is expected to be recognized over a weighted average period of 0.42 years.

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Intangible Assets

9 Months Ended

Sep. 29, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible Assets

Intangible assets of the Company consist of the following at September 29, 2019:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	17,467,982	8.16
Trade names	4,673,044		1,642,500		16.43
Non-compete agreements	1,161,790		1,136,175		2.53
Unpatented technology	$	1,534,787	$	1,047,860	5.00
Total	$	33,892,686	$	21,294,517

Intangible assets of the Company consist of the following at December 30, 2018:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	14,936,128	8.16
Trade names	4,673,044		1,452,276		16.43
Non-compete agreements	1,161,790		1,117,626		2.53
Unpatented technology	1,534,787		$	818,273	5.00
Total	$	33,892,686	$	18,324,303

The weighted average amortization period for all intangible assets is 8.96 years. Amortization expense for intangible assets totaled $996,729 and $2,970,216 for the 13 and 39 weeks ended September 29, 2019, respectively, and $1,014,136 and $3,074,964 for the 13 and 39 weeks ended September 30, 2018, respectively.

Estimated amortization expense is as follows for the remainder of the current fiscal year and future fiscal years are as follows:

2019	$	985,888
2020	3,913,627
2021	2,455,712
2022	1,305,314
2023	978,787
Thereafter	2,958,841
Total	$	12,598,169

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Earnings Per Share (Tables)

9 Months Ended

Sep. 29, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share.

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Basic earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Net (loss) income attributable to common stockholders	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Net (loss) income per share-basic	$	(0.13	)	$	0.06	$	(0.93	)	$	0.40

Diluted earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Effect of dilutive securities:
Stock options(1)(2)	—			146,322		—			146,642
Warrants(2)	—			716		—			709
Diluted weighted average shares outstanding	9,779,147			9,918,625		9,779,147			9,916,000
Net (loss) income per share-diluted	$	(0.13	)	$	0.06	$	(0.93	)	$	0.39

(1)Due to a net loss for the 13 and 39 weeks ended September 29, 2019, the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution.

(2)Options to purchase 329,080 shares of common stock remaining to be exercised under the 2013 plan were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. Warrants to purchase 1,185 shares of common stock remaining to be exercised, warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, options to purchase 220,000 shares of common stock that were granted in August 2015 and November 2015 remaining to be exercised, as discussed in Note 9, under the 2014 plan, options to purchase 7,200 shares of common stock and 5,000 shares of common stock that were granted under the 2013 plan and 2014 plan,

respectively, in April 2016, and options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 plan and 2014 plan, were not included in the computation of diluted earnings per share in the 2019 and 2018 periods because the effect would have been anti-dilutive.

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Nature of Business and Significant Accounting Policies - Production in Foreign Markets (Details) - Cost of Goods and Service Benchmark - Geographic Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Mexico
Product Information [Line Items]
Concentration risk (percentage)	19.00%	17.00%	19.00%	18.00%
Canada
Product Information [Line Items]
Concentration risk (percentage)	7.00%	10.00%	7.00%	10.00%
Non-US Countries Excluding Mexico and Canada
Product Information [Line Items]
Concentration risk (percentage)	0.00%	0.00%	0.00%	0.00%

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Inventory

9 Months Ended

Sep. 29, 2019

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory consists of the following:

	September 29, 2019		December 30, 2018
Raw materials	$	8,375,838	$	9,562,962
Work in progress	534,472		547,729
Finished goods	5,622,239		6,174,816
Total inventory	$	14,532,549	$	16,285,507

The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments. The allowance for obsolete inventory was $2,350,600 and $557,066 at September 29, 2019 and December 30, 2018, respectively. During the third quarter of 2019, the Company increased the inventory allowance by $1,741,924 which is included in cost of sales in the condensed consolidated statement of operations. This was due to the loss of business from the end of life of certain programs coupled with the on-going implementation of the Company's new Enterprise Resource Planning (ERP) system providing more detailed information that led the Company to review estimated future demand in the next twelve months. No similar increase to the inventory allowance occurred during the 13 and 39 weeks ended September 30, 2018.

Included in inventory are assets located in Mexico with a carrying amount of $3,148,569 at September 29, 2019 and $3,340,748 at December 30, 2018, and assets located in Canada with a carrying amount of $1,045,303 at September 29, 2019 and $1,177,256 at December 30, 2018.

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Intangible Assets (Tables)

9 Months Ended

Sep. 29, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Intangible assets of the Company consist of the following at September 29, 2019:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	17,467,982	8.16
Trade names	4,673,044		1,642,500		16.43
Non-compete agreements	1,161,790		1,136,175		2.53
Unpatented technology	$	1,534,787	$	1,047,860	5.00
Total	$	33,892,686	$	21,294,517

Intangible assets of the Company consist of the following at December 30, 2018:

	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life – Years
Customer contracts	$	26,523,065	$	14,936,128	8.16
Trade names	4,673,044		1,452,276		16.43
Non-compete agreements	1,161,790		1,117,626		2.53
Unpatented technology	1,534,787		$	818,273	5.00
Total	$	33,892,686	$	18,324,303

Schedule of Future Amortization Expense

Estimated amortization expense is as follows for the remainder of the current fiscal year and future fiscal years are as follows:

2019	$	985,888
2020	3,913,627
2021	2,455,712
2022	1,305,314
2023	978,787
Thereafter	2,958,841
Total	$	12,598,169

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Nature of Business and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 29, 2019

Accounting Policies [Abstract]

Basis of Presentation

 The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. The interim results for the periods presented may not be indicative of the Company's actual annual results. These condensed consolidated financial statements should be read in conjunction with the notes to the condensed consolidated financial statements as of and for the year ended December 30, 2018 included in the Companys’s annual report on Form 10-K for such period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

Fiscal Years

The Company’s quarterly periods end on the Sunday closest to the end of the calendar quarterly period. For 2019, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 29, 2019, and for 2018, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 30, 2018. Fiscal year 2018 ended on Sunday, December 30, 2018.

Cash and Cash Equivalents and Accounts Payable

Under the Company’s cash management system, checks issued but not yet presented to the Company’s bank frequently result in overdraft balances for accounting purposes and are classified as accounts payable on the consolidated balance sheets.The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Accounts Receivable

Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the existing accounts receivable. Management determines the allowance based on historical write-off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered.

Inventory

Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO). Inventory acquired as part of a business combination is recorded at its estimated fair value at the time of the business combination. The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments.

Valuation of Long-Lived Assets

The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

Property, Plant, and Equipment

Property, plant, and equipment purchases are recorded at cost. Property, plant, and equipment acquired as part of a business combination are recorded at estimated fair value at the time of the business combination. Depreciation is calculated using the straight line method over the estimated useful life of each asset. Leasehold

improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in net income. Repair and maintenance costs are expensed as incurred.

Intangible Assets

The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Acquired intangible assets subject to amortization are amortized on a straight line basis, which approximates the pattern in which the economic benefit of the respective intangible is realized, over their respective estimated useful lives. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed to determine whether events and circumstances warrant a revision to the remaining period of amortization.

Goodwill

Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has one reporting unit and operating segment for goodwill testing purposes.

Debt Issuance Costs

Debt issuance costs represent legal, consulting, and other financial costs associated with debt financing and are reported netted against the related debt instrument. Amounts paid to or on behalf of lenders are presented as a debt discount and are also shown as a reduction of the associated debt instrument. Debt issuance costs on term debt are amortized using the straight line basis over the term of the related debt (which is immaterially different from the required effective interest method) while those related to revolving debt are amortized using a straight line basis over the term of the related debt.

Investments

Investments in entities in which the Company has less than a 20 percent interest or is not able to exercise significant influence are carried at cost, as there is not a readily determined fair value for these investments. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated earnings, which are applied as a reduction of the cost of the investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred.

Stock Based Compensation

The Company accounts for its stock based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight line method over the vesting period, which represents the requisite service period.

Revenue Recognition and Shipping and Handling

Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant.

In general for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Contract Balances

The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted above in the Accounts Receivable section, management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful account balances are noted above in the Accounts Receivable section.

Practical Expedients

The Company elects the practical expedient to expense costs incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities.

The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less.

Shipping and Handling — Shipping and handling costs are included in costs of sales as they are incurred.

Income Taxes

A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized. The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remain open.

Foreign Currency Adjustments and Foreign Currency Exchange

The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations.The expression of assets and liabilities in a currency other than the Company's functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. At September 29, 2019, the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2019 may increase or decrease.

Derivative Financial Instruments

All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606. This ASU superseded most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and established a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or

services. The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method in its first quarter of 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis. The Company did not record a cumulative adjustment related to the adoption of ASU 2014-09, and the effects of adoption were not significant.

In January 2016, the FASB issued guidance, together with related, subsequently issued guidance, that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The guidance should be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption, except for equity securities without readily determinable fair values, to which the guidance should be applied prospectively. The Company adopted this guidance on January 1, 2018 and concluded this did not have a material effect on its consolidated financial statements. The Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment.

In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the consolidated statements of operations and cash flows will be generally consistent with current guidance. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2019. The Company believes the impact that the adoption of this guidance will have on its consolidated financial statements will be to materially increase assets and liabilities on the consolidated balance sheet, but it is not expected to materially impact the consolidated statements of operations.

Fair Value Measurement

Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates.

Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value.

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item.

In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item.

The Company measures its interest rate swaps at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market.

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Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017	9,757,563
Stockholders' equity, beginning balance at Dec. 31, 2017	$ 50,882,079	$ 9,758	$ 45,712,568	$ 5,159,753
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,511,889			1,511,889
Stock option expense	$ 33,260		33,260
Exercise of warrants and options for common stock (in shares)	9,000
Exercise of warrants and options for common stock	$ 30,000	9	29,991
Cash dividends paid	$ (1,465,000)			(1,465,000)
Stockholders' equity, ending balance (in shares) at Apr. 01, 2018	9,766,563
Stockholders' equity, ending balance at Apr. 01, 2018	$ 50,992,228	9,767	45,775,819	5,206,642
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2017	9,757,563
Stockholders' equity, beginning balance at Dec. 31, 2017	$ 50,882,079	9,758	45,712,568	5,159,753
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 3,889,721
Stockholders' equity, ending balance (in shares) at Sep. 30, 2018	9,771,587
Stockholders' equity, ending balance at Sep. 30, 2018	$ 50,508,517	9,772	45,812,494	5,492,428
Stockholders' equity, beginning balance (in shares) at Apr. 01, 2018	9,766,563
Stockholders' equity, beginning balance at Apr. 01, 2018	$ 50,992,228	9,767	45,775,819	5,206,642
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,751,009			1,751,009
Stock option expense	$ 32,680		32,680
Exercise of warrants and options for common stock (in shares)	5,024
Exercise of warrants and options for common stock	$ 4,000	5	3,995
Cash dividends paid	$ (1,465,223)			(1,465,223)
Stockholders' equity, ending balance (in shares) at Jul. 01, 2018	9,771,587
Stockholders' equity, ending balance at Jul. 01, 2018	$ 51,314,694	9,772	45,812,494	5,492,428
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	626,823			626,823
Stock option expense	32,681		32,681
Cash dividends paid	$ (1,465,681)			(1,465,681)
Stockholders' equity, ending balance (in shares) at Sep. 30, 2018	9,771,587
Stockholders' equity, ending balance at Sep. 30, 2018	$ 50,508,517	9,772	45,812,494	5,492,428
Stockholders' equity, beginning balance (in shares) at Dec. 30, 2018	9,779,147
Stockholders' equity, beginning balance at Dec. 30, 2018	$ 48,888,160	9,780	45,881,848	2,996,532
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(189,117)			(189,117)
Stock option expense	32,681		32,681
Cash dividends paid	$ (488,957)			(488,957)
Stockholders' equity, ending balance (in shares) at Mar. 31, 2019	9,779,147
Stockholders' equity, ending balance at Mar. 31, 2019	$ 48,242,767	9,780	45,914,529	2,318,458
Stockholders' equity, beginning balance (in shares) at Dec. 30, 2018	9,779,147
Stockholders' equity, beginning balance at Dec. 30, 2018	$ 48,888,160	9,780	45,881,848	2,996,532
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ (9,076,569)
Stockholders' equity, ending balance (in shares) at Sep. 29, 2019	9,779,147
Stockholders' equity, ending balance at Sep. 29, 2019	$ 39,439,782	9,780	45,998,996	(6,568,994)
Stockholders' equity, beginning balance (in shares) at Mar. 31, 2019	9,779,147
Stockholders' equity, beginning balance at Mar. 31, 2019	$ 48,242,767	9,780	45,914,529	2,318,458
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(7,623,295)			(7,623,295)
Stock option expense	$ 65,681		65,681
Stockholders' equity, ending balance (in shares) at Jun. 30, 2019	9,779,147
Stockholders' equity, ending balance at Jun. 30, 2019	$ 40,685,153	9,780	45,980,210	(5,304,837)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,264,157)			(1,264,157)
Stock option expense	$ 18,786		18,786
Stockholders' equity, ending balance (in shares) at Sep. 29, 2019	9,779,147
Stockholders' equity, ending balance at Sep. 29, 2019	$ 39,439,782	$ 9,780	$ 45,998,996	$ (6,568,994)

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Cover Page - shares	9 Months Ended
	Sep. 29, 2019	Nov. 07, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 29, 2019
Document Transition Report	false
Entity File Number	001-37480
Entity Registrant Name	UNIQUE FABRICATING, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-1846791
Entity Address, Address Line One	800 Standard Parkway
Entity Address, City or Town	Auburn Hills
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48326
City Area Code	248
Local Phone Number	853-2333
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	UFAB
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Emerging Growth Company	true
Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,779,147
Entity Central Index Key	0001617669
Amendment Flag	false
Current Fiscal Year End Date	--12-29
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

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Property, Plant, and Equipment - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018	Dec. 30, 2018
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 738,632	$ 647,541	$ 2,169,422	$ 1,872,531
Property, plant, and equipment – net	24,991,472		24,991,472		$ 25,077,745
Mexico
Property, Plant and Equipment [Line Items]
Property, plant, and equipment – net	3,991,934		3,991,934		3,209,973
Canada
Property, Plant and Equipment [Line Items]
Property, plant, and equipment – net	$ 599,553		$ 599,553		$ 656,183

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Long-term Debt - Additional Information (Details)			9 Months Ended
	Nov. 08, 2018 USD ($)	Apr. 29, 2016 USD ($)	Sep. 29, 2019 USD ($)	Jul. 16, 2019 USD ($)	Dec. 30, 2018 USD ($)	Nov. 01, 2018 USD ($)	Sep. 20, 2018 USD ($)	Aug. 18, 2017 USD ($)
Debt Instrument [Line Items]
Outstanding principal amount			$ 36,379,560		$ 38,017,768
Credit agreement | Line of credit | Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 62,000,000.0
Maximum increase to principal amount		10,000,000.0
Credit agreement | Line of credit | Secured debt | Base Rate | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate			1.75%
Credit agreement | Line of credit | Secured debt | Base Rate | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate			3.25%
Credit agreement | Line of credit | Secured debt | LIBOR | Minimum
Debt Instrument [Line Items]
Basis spread on variable rate			2.75%
Credit agreement | Line of credit | Secured debt | LIBOR | Maximum
Debt Instrument [Line Items]
Basis spread on variable rate			4.25%
Credit agreement | Letter of credit | Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity		2,000,000.0
New revolver | Revolving credit facility
Debt Instrument [Line Items]
Line of credit			$ 14,776,571
New revolver | Line of credit | Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity		30,000,000.0	$ 24,877,944			$ 30,000,000.0	$ 32,500,000
Senior notes		22,900,000
Line of credit								$ 4,000,000.0
Effective interest rate			6.362%
Remaining borrowing capacity			$ 10,001,372
US Term loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount		17,000,000.0
CA term loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount		$ 15,000,000.0
Outstanding principal amount			$ 10,375,804		11,853,186
Effective interest rate			6.362%
US Term Loan II | Line of credit | Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount								$ 4,000,000.0
Amended And Restated Credit Agreement
Debt Instrument [Line Items]
Debt instrument, covenant, liquidity amount required, minimum				$ 5,000,000
Debt instrument, total covenant, leverage ratio				2.00
Debt instrument, covenant, leverage ratio after DSCR				1.10
New US Term Loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Outstanding principal amount			$ 24,703,756		$ 25,664,582
Effective interest rate			6.362%
Senior credit facility, second amendment | Line of credit | Revolving credit facility
Debt Instrument [Line Items]
Letters of credit outstanding, amount			$ 100,000
US Borrower And CA Borrower | US Term loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Maximum increase to principal amount	$ 26,000,000.0
US Borrower And CA Borrower | CA term loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Outstanding principal amount	$ 12,000,000.0
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit
Debt Instrument [Line Items]
Debt instrument, term	5 years
Debt instrument, term to fund capital expenditures	2 years
US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line of credit | Revolving credit facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 30,000,000.0
US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount	26,000,000.0
US Borrower And CA Borrower | US Term Loan And Term Loan II | Line of credit | Secured debt
Debt Instrument [Line Items]
Debt instrument, face amount	15,900,000
November 8, 2019 | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line Of Credit For Capital Expenditures
Debt Instrument [Line Items]
Maximum borrowing capacity	2,500,000
November 8, 2020 | US Borrower And CA Borrower | Amended And Restated Credit Agreement | Line Of Credit For Capital Expenditures
Debt Instrument [Line Items]
Maximum borrowing capacity	5,000,000.0
September 30, 2020 | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Principal payment	337,500
September 30, 2021 | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Principal payment	575,000
Thereafter though maturity | US Borrower And CA Borrower | New US Term Loan | Line of credit | Secured debt
Debt Instrument [Line Items]
Principal payment	$ 812,500

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net sales	$ 38,549,844	$ 42,051,968	$ 116,905,831	$ 135,098,491
Cost of sales	31,375,421	33,528,457	93,219,296	104,305,811
Gross profit	7,174,423	8,523,511	23,686,535	30,792,680
Selling, general, and administrative expenses	6,538,005	7,226,204	21,234,250	22,571,692
Impairment of goodwill	0	0	6,760,397	0
Restructuring expenses	990,649	175,526	1,815,188	1,155,910
Operating (loss) income	(354,231)	1,121,781	(6,123,300)	7,065,078
Non-operating (expense) income
Other (expense) income, net	(13,496)	21,166	29,303	(43,167)
Interest expense	(1,148,700)	(836,887)	(3,580,434)	(2,433,360)
Total non-operating expense, net	(1,162,196)	(815,721)	(3,551,131)	(2,476,527)
(Loss) income – before income taxes	(1,516,427)	306,060	(9,674,431)	4,588,551
Income tax (benefit) expense	(252,270)	(320,763)	(597,862)	698,830
Net (loss) income	$ (1,264,157)	$ 626,823	$ (9,076,569)	$ 3,889,721
Net (loss) income per share
Basic (in dollars per share)	$ (0.13)	$ 0.06	$ (0.93)	$ 0.40
Diluted (in dollars per share)	(0.13)	0.06	(0.93)	0.39
Cash dividends declared per share (in dollars per share)	$ 0	$ 0.15	$ 0.05	$ 0.45

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Business Combinations

9 Months Ended

Sep. 29, 2019

Business Combinations [Abstract]

Business Combinations

Business Combinations

The Company intends to continue to selectively pursue opportunistic acquisitions that provide additional products and processes, as well as entrance into new growth markets. There were no new acquisitions for the 13 and 39 weeks ended September 29, 2019 or for the 13 and 39 weeks ended September 30, 2018.

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Property, Plant, and Equipment (Tables)

9 Months Ended

Sep. 29, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant, and equipment consists of the following:

	September 29, 2019		December 30, 2018		Depreciable Life – Years
Land	$	1,663,153	$	1,663,153
Buildings	6,898,455		6,898,455		23 – 40
Shop equipment	23,121,164		21,165,566		7 – 10
Leasehold improvements	1,211,680		1,130,507		3 – 10
Office equipment	1,671,924		1,650,626		3 – 7
Mobile equipment	189,575		282,805		3
Construction in progress	1,520,040		1,514,082
Total cost	36,275,991		34,305,194
Accumulated depreciation	11,284,519		9,227,449
Net property, plant, and equipment	$	24,991,472	$	25,077,745

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Earnings Per Share

9 Months Ended

Sep. 29, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share is computed by dividing the net income by the weighted-average number of shares outstanding during the period. Diluted earnings per share is computed giving effect to all potentially weighted average dilutive shares including stock options and warrants. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per share.

	Thirteen Weeks Ended September 29, 2019			Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019			Thirty-Nine Weeks Ended September 30, 2018
Basic earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Net (loss) income attributable to common stockholders	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Net (loss) income per share-basic	$	(0.13	)	$	0.06	$	(0.93	)	$	0.40

Diluted earnings per share calculation:
Net (loss) income	$	(1,264,157	)	$	626,823	$	(9,076,569	)	$	3,889,721
Weighted average shares outstanding	9,779,147			9,771,587		9,779,147			9,768,649
Effect of dilutive securities:
Stock options(1)(2)	—			146,322		—			146,642
Warrants(2)	—			716		—			709
Diluted weighted average shares outstanding	9,779,147			9,918,625		9,779,147			9,916,000
Net (loss) income per share-diluted	$	(0.13	)	$	0.06	$	(0.93	)	$	0.39

(1)Due to a net loss for the 13 and 39 weeks ended September 29, 2019, the effect of certain dilutive securities were excluded from the computation of weighted average diluted shares outstanding, as inclusion would have resulted in anti-dilution.

(2)Options to purchase 329,080 shares of common stock remaining to be exercised under the 2013 plan were considered in the computation of diluted earnings per share using the treasury stock method in the 2018 calculation. Warrants to purchase 1,185 shares of common stock remaining to be exercised, warrants to purchase 141,000 shares of common stock issued to the underwriters of the Company's IPO in July 2015, options to purchase 220,000 shares of common stock that were granted in August 2015 and November 2015 remaining to be exercised, as discussed in Note 9, under the 2014 plan, options to purchase 7,200 shares of common stock and 5,000 shares of common stock that were granted under the 2013 plan and 2014 plan,

respectively, in April 2016, and options to purchase 5,000 and 15,000 shares of common stock that were granted under the 2013 plan and 2014 plan, were not included in the computation of diluted earnings per share in the 2019 and 2018 periods because the effect would have been anti-dilutive.

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Intangible Assets - Schedule of Intangible Assets By Major Class (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 29, 2019	Dec. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 33,892,686	$ 33,892,686
Accumulated Amortization	$ 21,294,517	18,324,303
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life – Years	8 years 11 months 15 days
Customer contracts
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 26,523,065	26,523,065
Accumulated Amortization	$ 17,467,982	$ 14,936,128
Customer contracts | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life – Years	8 years 1 month 28 days	8 years 1 month 28 days
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,673,044	$ 4,673,044
Accumulated Amortization	$ 1,642,500	$ 1,452,276
Trade names | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life – Years	16 years 5 months 4 days	16 years 5 months 4 days
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,161,790	$ 1,161,790
Accumulated Amortization	$ 1,136,175	$ 1,117,626
Non-compete agreements | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life – Years	2 years 6 months 10 days	2 years 6 months 10 days
Unpatented technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,534,787	$ 1,534,787
Accumulated Amortization	$ 1,047,860	$ 818,273
Unpatented technology | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life – Years	5 years	5 years

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Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($)	9 Months Ended
	Sep. 29, 2019	Dec. 30, 2018
Debt Instrument [Line Items]
Total debt excluding Revolver	$ 36,379,560	$ 38,017,768
Less current maturities	2,947,498	3,350,000
Long-term debt – Less current maturities	33,432,062	34,667,768
Unamortized discount	407,938	482,232
Unsecured debt
Debt Instrument [Line Items]
Total debt excluding Revolver	$ 0	500,000
Stated Interest rate	6.00%
Line Of Credit For Capital Expenditures
Debt Instrument [Line Items]
Line of credit, current	$ 1,300,000	0
Line of credit | Line Of Credit For Capital Expenditures
Debt Instrument [Line Items]
Effective interest rate	6.362%
Line of credit | Line Of Credit For Capital Expenditures | September 30, 2020
Debt Instrument [Line Items]
Percent of principal payment	7.50%
Line of credit | Line Of Credit For Capital Expenditures | September 30, 2021
Debt Instrument [Line Items]
Percent of principal payment	10.00%
Line of credit | Line Of Credit For Capital Expenditures | November 7, 2023
Debt Instrument [Line Items]
Percent of principal payment	12.50%
Line of credit | New US Term Loan | Secured debt
Debt Instrument [Line Items]
Total debt excluding Revolver	$ 24,703,756	25,664,582
Effective interest rate	6.362%
Unamortized discount	$ 283,743
Line of credit | New US Term Loan | Secured debt | September 30, 2020
Debt Instrument [Line Items]
Principal payment	337,500
Line of credit | New US Term Loan | Secured debt | September 30, 2021
Debt Instrument [Line Items]
Principal payment	575,000
Line of credit | New US Term Loan | Secured debt | November 7, 2023
Debt Instrument [Line Items]
Principal payment	812,500
Line of credit | CA term loan | Secured debt
Debt Instrument [Line Items]
Total debt excluding Revolver	$ 10,375,804	$ 11,853,186
Effective interest rate	6.362%
Unamortized discount	$ 124,195
Line of credit | CA term loan | Secured debt | November 7, 2023
Debt Instrument [Line Items]
Principal payment	$ 375,000

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Earnings Per Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 29, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jul. 01, 2018	Apr. 01, 2018	Sep. 29, 2019	Sep. 30, 2018
Basic earnings per share calculation:
Net loss	$ (1,264,157)	$ (7,623,295)	$ (189,117)	$ 626,823	$ 1,751,009	$ 1,511,889	$ (9,076,569)	$ 3,889,721
Net (loss) income attributable to common stockholders	$ (1,264,157)			$ 626,823			$ (9,076,569)	$ 3,889,721
Weighted average shares outstanding (in shares)	9,779,147			9,771,587			9,779,147	9,768,649
Net (loss) income per share-basic (in dollars per share)	$ (0.13)			$ 0.06			$ (0.93)	$ 0.40
Effect of dilutive securities:
Stock options (in shares)	0			146,322			0	146,642
Warrants (in shares)	0			716			0	709
Diluted weighted average shares outstanding (in shares)	9,779,147			9,918,625			9,779,147	9,916,000
Net (loss) income per share-diluted (in dollars per share)	$ (0.13)			$ 0.06			$ (0.93)	$ 0.39
The 2013 Stock Incentive Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	220,000			220,000			220,000	220,000
The 2013 Stock Incentive Plan | April 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	7,200			7,200			7,200	7,200
The 2013 Stock Incentive Plan | September 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,000			5,000			5,000	5,000
2014 Omnibus Performance Award Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	5,000			5,000			5,000	5,000
2014 Omnibus Performance Award Plan | September 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	15,000			15,000			15,000	15,000
Employee Stock Option | The 2013 Stock Incentive Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities considered in the computation of earnings per share (in shares)								329,080
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities considered in the computation of earnings per share (in shares)	1,185			1,185			1,185	1,185
Warrants for Underwriters
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities considered in the computation of earnings per share (in shares)	141,000			141,000			141,000	141,000

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Operating Leases - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 29, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 29, 2019 USD ($) lease	Sep. 30, 2018 USD ($)
Leases [Abstract]
Number of leases providing for escalating rents | lease			5
Operating lease, total rent expense | $	$ 762,193	$ 621,986	$ 1,748,611	$ 1,956,437

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Stock Incentive Plans - Additional Information (Details)									3 Months Ended		9 Months Ended
	Sep. 30, 2019 $ / shares shares	Jun. 11, 2019 member $ / shares shares	Sep. 15, 2017 $ / shares shares	Apr. 29, 2016 $ / shares shares	Nov. 20, 2015 $ / shares shares	Aug. 17, 2015 $ / shares shares	Jan. 01, 2014 $ / shares shares	Jul. 17, 2013 $ / shares shares	Sep. 29, 2019 USD ($) award_grant	Sep. 30, 2018 USD ($)	Sep. 29, 2019 USD ($) award_grant	Sep. 30, 2018 USD ($)	Jun. 30, 2016 shares	Jan. 04, 2015 shares	Dec. 29, 2013 shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of grants of awards | award_grant									4		4
Tax benefit (expense) from share based compensation expense | $									$ 3,126	$ (680)	$ 24,039	$ 15,020
Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized compensation cost | $									46,355		$ 46,355
Compensation cost, weighted average period											5 months 1 day
Selling, General and Administrative Expenses
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Allocated share-based compensation expense | $									$ 18,786	$ 32,681	$ 117,147	$ 98,621
The 2013 Stock Incentive Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares reserved for future issuance (in shares) | shares															495,000
Granted (in shares) | shares			5,000	7,200			120,000	375,000
Exercise price (in dollars per share)			$ 7.65	$ 12.58			$ 3.33	$ 3.33
Weighted average grant date fair value (in dollars per share)			$ 1.41	$ 2.80			$ 0.35	$ 0.23
The 2013 Stock Incentive Plan | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Number of shares available for grant (in shares) | shares															495,000
Expiration period											10 years
The 2013 Stock Incentive Plan | Award vesting, period one | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage			20.00%	20.00%			20.00%	20.00%
The 2013 Stock Incentive Plan | Award vesting, period two | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage			20.00%	20.00%			20.00%	20.00%
The 2013 Stock Incentive Plan | Award vesting, period three | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage			20.00%	20.00%			20.00%	20.00%
The 2013 Stock Incentive Plan | Award vesting, period four | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage			20.00%	20.00%			20.00%	20.00%
The 2013 Stock Incentive Plan | Award vesting, period five | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage			20.00%	20.00%			20.00%	20.00%
2014 Omnibus Performance Award Plan
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares		30,000	15,000	5,000	15,000	230,000
Exercise price (in dollars per share)		$ 2.93	$ 7.65	$ 12.58	$ 11.50	$ 12.50
Weighted average grant date fair value (in dollars per share)		$ 1.10	$ 1.41	$ 2.80	$ 2.23	$ 2.72
Number of board members | member		1
Number of shares authorized (in shares) | shares													450,000	250,000
2014 Omnibus Performance Award Plan | Award vesting, period one | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage					20.00%	20.00%
2014 Omnibus Performance Award Plan | Award vesting, period two | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage					20.00%	20.00%
2014 Omnibus Performance Award Plan | Award vesting, period three | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage					20.00%	20.00%
2014 Omnibus Performance Award Plan | Award vesting, period four | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage					20.00%	20.00%
2014 Omnibus Performance Award Plan | Award vesting, period five | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage					20.00%	20.00%
2014 Omnibus Performance Award Plan | Director
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares						45,000
2014 Omnibus Performance Award Plan | Employee
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares						185,000
Subsequent Event | The 2013 Stock Incentive Plan | CEO
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares	72,500
Exercise price (in dollars per share)	$ 2.89
Subsequent Event | The 2013 Stock Incentive Plan | CEO | Award vesting, period one | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	50.00%
Share price in excess (in dollars per share)	$ 7.50
Subsequent Event | The 2013 Stock Incentive Plan | CEO | Award vesting, period two | Employee Stock Option
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	50.00%
Share price in excess (in dollars per share)	$ 12.50
Subsequent Event | 2014 Omnibus Performance Award Plan | Award vesting, period three | Employee Stock Option, Non Statutory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	20.00%
Subsequent Event | 2014 Omnibus Performance Award Plan | Award vesting, period four | Employee Stock Option, Non Statutory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	20.00%
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Employee Stock Option, Non Statutory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares	140,000
Exercise price (in dollars per share)	$ 2.89
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Employee Stock Option, Incentive
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Granted (in shares) | shares	72,500
Exercise price (in dollars per share)	$ 2.89
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Award vesting, period one | Employee Stock Option, Non Statutory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	40.00%
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Award vesting, period one | Employee Stock Option, Incentive
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	50.00%
Share price in excess (in dollars per share)	$ 7.50
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Award vesting, period two | Employee Stock Option, Non Statutory
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	20.00%
Subsequent Event | 2014 Omnibus Performance Award Plan | CEO | Award vesting, period two | Employee Stock Option, Incentive
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Award vesting rights, percentage	50.00%
Share price in excess (in dollars per share)	$ 12.50

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Restructuring

9 Months Ended

Sep. 29, 2019

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

The Company's restructuring activities are undertaken as necessary to implement management's strategy and improve profitability. The restructuring activities generally relate to realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, either in the normal course of business or pursuant to specific restructuring programs.

2019 Restructurings

Bryan Restructuring

On November 7, 2019, the Company made the decision to close its manufacturing facility in Bryan, Ohio. The Company currently expects to cease operations at the Bryan facility by the end of January 2020, and estimates that approximately 43 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Bryan production to its manufacturing facilities in Queretaro, Mexico and LaFayette, GA. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company expects to incur one-time severance costs as a result of this plant closure of approximately $0.5 million during the fourth quarter of 2019. The amount of other costs incurred associated with this plant closure, which will primarily consist of preparing and moving existing production equipment and inventory at Bryan to other facilities, will be approximately $0.8 million during the first quarter of 2020.

Evansville Restructuring

On July 16, 2019, the Company made the decision to close its manufacturing facility in Evansville, Indiana. The Company currently expects to cease operations at the Evansville facility by the end of December 2019, and estimates that approximately 47 positions will be eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities.

The Company will move existing Evansville production to its manufacturing facilities in LaFayette, GA, Auburn Hills, MI, and Louisville, KY. The Company will provide the affected employees severance pay, health benefits continuation, and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company will have continuing cash flows from the production being moved to other facilities within the Company.

The Company incurred one-time severance costs as a result of this plant closure of $331,416 and $331,416 in the 13 and 39 weeks ended September 29, 2019, respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Evansville to other facilities was $518,493 and $518,493 in the 13 and 39 weeks ended September 29, 2019. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.    

The Company will incur total lease payments for the remaining term of an existing warehouse lease of $1.2 million which will be accrued upon the cease use of the facility in the fourth quarter of 2019. The Company is actively pursuing a sublease of the facility.

Departures

On September 30, 2019, subsequent to the end of the third quarter, our Chief Financial Officer (CFO) announced his resignation, effective October 11, 2019. The Company's new President and Chief Executive Officer (CEO) will serve as the Interim CFO until such time that a permanent CFO is named. The Company did not incur any restructuring costs in connection with this resignation.

On September 17, 2019, the Company named a new President and Chief Executive Officer of the Company, who began employment with the Company on September 30, 2019, subsequent to the end of the third quarter. The Company did not incur any restructuring costs in connection with this appointment.

On July 30, 2019, our former President and Chief Executive Officer of the Company (CEO), resigned as from the board of directors. The Company did not incur any additional restructuring costs in connection with his resignation from the board of directors.

On May 6, 2019, the former President and CEO of the Company resigned by mutual agreement of both parties. The Company incurred one-time restructuring costs of $140,740 and $720,712 during the 13 and 39 weeks ended September 29, 2019, respectively, in connection with his resignation. Further charges expected to be incurred subsequent to September 29, 2019 are expected to be immaterial.

Salaried Restructuring

On May 15, 2019 and February 1, 2019, the Company announced that in order to reduce fixed costs it would be eliminating a number of salaried positions throughout the Company. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. This reduction took place and the Company incurred restructuring costs of $0 and $244,567 in the 13 and 39 weeks ended September 29, 2019, respectively.

The table below summarizes the activity in the restructuring liability for the 39 weeks ended September 29, 2019.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at December 31, 2018	$	—	$	—	$	—
Provision for estimated expenses to be incurred	1,296,695		518,493		1,815,188
Payments made during the period	729,685		384,243		1,113,928
Accrual balance at September 29, 2019	567,010		134,250		701,260

2018 Restructuring

Fort Smith Restructuring

On February 13, 2018, the Company made the decision to close its manufacturing facility in Fort Smith, Arkansas. The Company ceased operations at the Fort Smith facility in July of 2018, and approximately 20 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of our facilities. The Company moved existing Fort Smith production to its manufacturing facilities in Evansville, Indiana and Monterrey, Mexico. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations and the Company has continuing cash flows from the production being moved to other of its facilities.

In October 2018, the Company sold the building it owned in Fort Smith, which had a net book value of $733,059, for cash proceeds of $876,032 resulting in a gain on the sale of $142,973. The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

The Company incurred one-time severance costs as a result of this plant closure of $60,423 and $233,782 in the 13 and 39 weeks ended September 30, 2018, respectively. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Fort Smith to other facilities was $115,103 and $559,461 in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.

Port Huron Restructuring

On February 1, 2018, the Company made the decision to close its manufacturing facility in Port Huron, Michigan. The Company ceased operations at the Port Huron facility in June of 2018 and 7 positions were eliminated as a result of the closure. The Company's decision resulted from its desire to streamline operations and to utilize some of the available excess capacity in other of its facilities. As such, the Company moved existing Port Huron production to our manufacturing facilities in London, Ontario, Auburn Hills, Michigan, and Louisville, Kentucky. The Company provided the affected employees severance pay, health benefits continuation and job search assistance. The Company evaluated whether or not this closing met the criteria for

discontinued operations and concluded that the closing did not meet the definition as it did not represent a strategic shift in the Company's operations, and the Company has continuing cash flows from the production being moved to other of its facilities.  The Company did not incur any restructuring costs associated with this closure in the 13 and 39 weeks ended September 29, 2019.

The Company incurred one-time severance costs as a result of this plant closure of $0 and $64,768 in the 13 and 39 weeks ended September 30, 2018. The amount of other costs incurred associated with this plant closure, which primarily consisted of preparing and moving existing production equipment and inventory at Port Huron to other facilities was $0 and $297,899 in the 13 and 39 weeks ended September 30, 2018. All of these costs were recorded to the restructuring expense line in continuing operations in the Company's consolidated statement of operations.

The table below summarizes the activity in the restructuring liability for the 13 and 39 ended September 30, 2018.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at January 1, 2018	$	—	$	—	$	—
Provision for estimated expenses incurred during the year	298,551		857,359		1,155,910
Payments made during the period	298,551		857,359		1,155,910
Accrual balance at September 30, 2018	$	—	$	—	$	—

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Property, Plant, and Equipment

9 Months Ended

Sep. 29, 2019

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, Plant, and Equipment

Property, plant, and equipment consists of the following:

	September 29, 2019		December 30, 2018		Depreciable Life – Years
Land	$	1,663,153	$	1,663,153
Buildings	6,898,455		6,898,455		23 – 40
Shop equipment	23,121,164		21,165,566		7 – 10
Leasehold improvements	1,211,680		1,130,507		3 – 10
Office equipment	1,671,924		1,650,626		3 – 7
Mobile equipment	189,575		282,805		3
Construction in progress	1,520,040		1,514,082
Total cost	36,275,991		34,305,194
Accumulated depreciation	11,284,519		9,227,449
Net property, plant, and equipment	$	24,991,472	$	25,077,745

Depreciation expense was $738,632 and $2,169,422 for the 13 and 39 weeks ended September 29, 2019, respectively, and $647,541 and $1,872,531 for the 13 and 39 weeks ended September 30, 2018, respectively.

Included in property, plant, and equipment are assets located in Mexico with a carrying amount of $3,991,934 and $3,209,973 at September 29, 2019 and December 30, 2018, respectively, and assets located in Canada with a carrying amount of $599,553 and $656,183 at September 29, 2019 and December 30, 2018, respectively.

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Retirement Plans

9 Months Ended

Sep. 29, 2019

Retirement Benefits [Abstract]

Retirement Plans

Retirement Plans

The Company maintains a defined contribution plan covering certain full time salaried employees. Employees can make elective contributions to the plan. The Company contributes 100 percent of an employee’s contribution up to the first 3 percent of each employee’s total compensation and 50 percent for the next 2 percent of each employee’s total compensation. In addition, the Company, at the discretion of the board of directors, may make additional contributions to the plan on behalf of the plan participants. The Company contributed $118,315 and $370,723, respectively, for the 13 and 39 weeks ended September 29, 2019 and $125,870 and $385,752, respectively, for the 13 and 39 weeks ended September 30, 2018.

The Intasco operations acquired in April 2016 had separate retirement plans. The United States facility in Port Huron, Michigan sponsored a SIMPLE IRA account for qualifying employees. The plan makes a contribution equal to 3 percent of a participant's gross wages to the participating employees' SIMPLE IRA accounts. Contributions by Intasco in the United States totaled $0 for the 13 and 39 weeks ended September 29, 2019, because the plant closed in June of 2018 as noted in Note 8, and $0 and $1,502, respectively, for the 13 and 39 weeks ended September 30, 2018.

The Canadian facility sponsors a retirement plan whereby Intasco makes a matching contribution of participant contributions up to a maximum amount based on the participants' number of years of service. Contributions by Intasco in Canada totaled $8,154 and $37,856, respectively, for the 13 and 39 weeks ended September 29, 2019 and $8,474 and $36,838, respectively, for the 13 and 39 weeks ended September 30, 2018.

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Nature of Business and Significant Accounting Policies - Narrative (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 29, 2019 USD ($) reporting_unit segment	Sep. 30, 2018 USD ($)	Dec. 30, 2018 USD ($)
Concentration Risk [Line Items]
Number of operating segments | segment			1
Number of reportable segments | segment			1
Allowance for doubtful accounts receivable	$ 849,423		$ 849,423		$ 684,996
Number of reporting units for goodwill testing | reporting_unit			1
Impairment of goodwill	$ 0	$ 0	$ 6,760,397	$ 0
Key assumption discount rate	12.50%		12.50%
EBITDA margin and terminal growth rate	2.00%		2.00%
Debt issuance cost	$ 322,973		$ 322,973		381,793
Unamortized discount	407,938		407,938		$ 482,232
Amortization of debt issuance costs	44,369	35,536	133,112	106,609
Dividend income	0	0	0	0
Investment impairment	0	0	$ 0	0
Revenue timing of satisfaction			one year or less
Unrecognized tax benefits	0	0	$ 0	0
Penalties or interest recorded	0	$ 0	$ 0	$ 0
Customer concentration risk | Direct Company Sales | General Motors Company
Concentration Risk [Line Items]
Concentration risk (percentage)			10.00%
Customer concentration risk | Accounts receivable | General Motors Company
Concentration Risk [Line Items]
Concentration risk (percentage)			8.00%		14.00%
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring August 2019
Concentration Risk [Line Items]
Concentration risk (percentage)			32.00%
Labor force concentration risk | Workforce Subject to Collective Bargaining Arrangements | Collective Bargaining Arrangements Expiring February 2020
Concentration Risk [Line Items]
Concentration risk (percentage)			6.00%
Accounts payable
Concentration Risk [Line Items]
Checks issued in excess of available cash	2,639,254		$ 2,639,254		$ 1,802,712
Revolving credit facility | Senior Credit Facility | Line of credit
Concentration Risk [Line Items]
Debt issuance cost	$ 172,600		172,600
Loss on extinguishment of debt			$ 59,110

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Nature of Business and Significant Accounting Policies - Sales Derived from Customers Located in Foreign Countries (Details) - Geographic Concentration Risk - Sales revenue, net	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Mexico
Product Information [Line Items]
Concentration risk (percentage)	19.00%	18.00%	18.00%	17.00%
Canada
Product Information [Line Items]
Concentration risk (percentage)	7.00%	9.00%	9.00%	10.00%
Non-US Countries Excluding Mexico and Canada
Product Information [Line Items]
Concentration risk (percentage)	1.00%	2.00%	1.00%	2.00%

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Long-term Debt (Tables)

9 Months Ended

Sep. 29, 2019

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long term debt consists of the following:

	September 29, 2019		December 30, 2018
New US Term Loan, payable to lenders in quarterly installments of $337,500 through September 30, 2020, $575,000 through September 30, 2021, and $812,500 through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the New US Term Loan is presented net of a debt discount of $283,743 from costs paid to or on behalf of the lenders.	$	24,703,756	$	25,664,582
CA Term Loan, payable to lenders in quarterly installments of $375,000 through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the CA Term Loan is presented net of a debt discount of $124,195 from costs paid to or on behalf of the lenders.	10,375,804		$	11,853,186

Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the Credit Agreement. Interest accrued monthly at an annual rate of 6.00%. The note payable was paid in full on February 6, 2019.	—		500,000
Capital expenditure line payable to lenders in quarterly installments of 7.5% per annum of the outstanding principal balance commencing December 31, 2019 through September 30, 2020, 10% per annum through September 30, 2021, and 12.5% per annum through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019.	1,300,000		—
Total debt excluding Revolver	36,379,560		38,017,768
Less current maturities	2,947,498		3,350,000
Long-term debt – Less current maturities	$	33,432,062	$	34,667,768

Schedule of Maturities of Long-Term Debt

Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows:

2019	$	337,500
2020	3,193,125
2021	4,175,625
2022	4,912,500
2023	38,945,319
Thereafter	—
Total	51,564,069
Discounts	(407,938		)
Debt issuance costs	(322,973		)
Total debt – Net	$	50,833,158

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018
Cash flows from operating activities
Net (loss) income	$ (9,076,569)	$ 3,889,721
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment of goodwill	6,760,397	0
Inventory allowance	1,741,924	0
Depreciation and amortization	5,139,638	4,947,495
Amortization of debt issuance costs	133,112	106,609
Loss on sale of assets	4,959	5,179
Bad debt adjustment	191,363	(52,483)
Loss (gain) on derivative instrument	745,803	(5,645)
Stock option expense	117,148	98,621
Deferred income taxes	(1,073,431)	27,797
Changes in operating assets and liabilities that provided (used) cash:
Accounts receivable	2,787,219	(3,902,083)
Inventory	11,034	(1,176,587)
Prepaid expenses and other assets	(646,119)	(445,198)
Accounts payable	336,821	2,708,213
Accrued and other liabilities	(259,492)	614,747
Net cash provided by operating activities	6,913,807	6,816,386
Cash flows from investing activities
Purchases of property and equipment	(2,129,658)	(4,691,424)
Proceeds from sale of property and equipment	41,548	28,205
Net cash used in investing activities	(2,088,110)	(4,663,219)
Cash flows from financing activities
Net change in bank overdraft	1,003,323	(364,849)
Payments on term loans and note payable	(3,012,500)	(2,962,477)
Proceeds from exercise of stock options and warrants	0	34,000
Distribution of cash dividends	(488,957)	(4,395,904)
Net cash used in financing activities	(4,708,225)	(2,601,191)
Net increase (decrease) in cash and cash equivalents	117,472	(448,024)
Cash and cash equivalents – beginning of period	1,409,593	1,430,937
Cash and cash equivalents – end of period	1,527,065	982,913
Supplemental disclosure of cash flow Information – cash paid for
Interest	3,442,309	2,304,312
Income taxes	356,964	1,178,482
Line Of Credit For Capital Expenditures
Cash flows from financing activities
Proceeds from line of credit	1,300,000	0
Revolving credit facility
Cash flows from financing activities
Proceeds from line of credit		$ 5,088,039
Repayment of revolving credit facilities, net	$ (3,510,091)

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 29, 2019	Dec. 30, 2018
Current assets
Cash and cash equivalents	$ 1,527,065	$ 1,409,593
Accounts receivable – net	27,852,600	30,831,182
Inventory – net	14,532,549	16,285,507
Prepaid expenses and other current assets:
Prepaid expenses and other	2,606,478	2,511,486
Refundable taxes	1,405,034	983,073
Total current assets	47,923,726	52,020,841
Property, plant, and equipment – net	24,991,472	25,077,745
Goodwill	22,110,782	28,871,179
Intangible assets– net	12,598,169	15,568,383
Other assets
Investments – at cost	1,054,120	1,054,120
Deposits and other assets	225,057	198,854
Deferred tax asset	744,920	496,181
Total assets	109,648,246	123,287,303
Current liabilities
Accounts payable	12,805,366	11,465,222
Current maturities of long-term debt	2,947,498	3,350,000
Income taxes payable	0	40,634
Accrued compensation	2,329,549	2,848,282
Other accrued liabilities	1,731,984	1,432,109
Total current liabilities	19,814,397	19,136,247
Long-term debt – net of current portion	33,432,062	34,667,768
Line of credit-net	14,453,598	17,904,869
Other long-term liabilities	1,037,994	395,154
Deferred tax liability	1,470,413	2,295,105
Total liabilities	70,208,464	74,399,143
Stockholders’ Equity
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,779,147 and 9,779,147 issued and outstanding at September 29, 2019 and December 30, 2018, respectively	9,780	9,780
Additional paid-in-capital	45,998,996	45,881,848
Retained earnings	(6,568,994)	2,996,532
Total stockholders’ equity	39,439,782	48,888,160
Total liabilities and stockholders’ equity	$ 109,648,246	$ 123,287,303

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Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 29, 2019

Accounting Policies [Abstract]

Disaggregation of Revenue

The following table presents the Company's net sales disaggregated by major sales channel for the 13 and 39 weeks ended September 29, 2019:

	Thirteen Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 29, 2019
Net Sales
Automotive	$	33,432,013	$	100,964,000
HVAC, water heater, and appliances	3,096,874		10,354,874
Other	2,020,957		5,586,957
Total	$	38,549,844	$	116,905,831

Schedules of Concentration of Risk

The following table presents the Company's sales directly and indirectly to General Motors Company (GM), Fiat Chrysler Automobiles (FCA), and Ford Motor Company (Ford) as a percentage of total net sales:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
General Motors Company (GM)	17	%	15	%	18	%	14	%
Fiat Chrysler Automobiles (FCA)	15	%	16	%	15	%	16	%
Ford Motor Company (Ford)	14	%	10	%	12	%	11	%

The following table presents the Company's production in Mexico, Canada, and other foreign markets:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	17	%	19	%	18	%
Canada	7	%	10	%	7	%	10	%
Other	—	%	—	%	—	%	—	%

The following table presents the Company's sales derived from customers located in Mexico, Canada, and other foreign countries:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	18	%	18	%	17	%
Canada	7	%	9	%	9	%	10	%
Other	1	%	2	%	1	%	2	%

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Fair Value Measurements

9 Months Ended

Sep. 29, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Financial instruments consist of cash equivalents, accounts receivable, accounts payable and debt. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates.

Accounting standards require certain other items be reported at fair value in the financial statements and provides a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the valuation techniques and inputs used to measure fair value.

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. Level 2 inputs may include quoted prices for similar items in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related item. Level 3 fair value measurements are based primarily on management’s own estimates using inputs such as pricing models, discounted cash flow methodologies or similar techniques taking into account the characteristics of the item.

In instances whereby inputs used to measure fair value fall into different levels of the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each item.

The Company measures its interest rate swaps at fair value on a recurring basis based primarily on Level 2 inputs using an income model based on disparity between variance and fixed interest rates, the scheduled balance of principal outstanding, yield curves and other information readily available in the market.

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Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($)	9 Months Ended
	Sep. 29, 2019	Dec. 30, 2018
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 36,275,991	$ 34,305,194
Accumulated depreciation	11,284,519	9,227,449
Net property, plant, and equipment	24,991,472	25,077,745
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment	1,663,153	1,663,153
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 6,898,455	6,898,455
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life, years	23 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life, years	40 years
Shop equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 23,121,164	21,165,566
Shop equipment | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life, years	7 years
Shop equipment | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life, years	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 1,211,680	1,130,507
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life, years	3 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life, years	10 years
Office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 1,671,924	1,650,626
Office equipment | Minimum
Property, Plant and Equipment [Line Items]
Depreciable life, years	3 years
Office equipment | Maximum
Property, Plant and Equipment [Line Items]
Depreciable life, years	7 years
Mobile equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 189,575	282,805
Depreciable life, years	3 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 1,520,040	$ 1,514,082

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Intangible Assets - Finite-Lived Intangible Assets, Future Amortization Expense Schedule (Details) - USD ($)	Sep. 29, 2019	Dec. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
2019	$ 985,888
2020	3,913,627
2021	2,455,712
2022	1,305,314
2023	978,787
Thereafter	2,958,841
Total	$ 12,598,169	$ 15,568,383

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Derivative Financial Instruments (Details) - Interest rate swap - Not designated as hedging instrument - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018	Nov. 30, 2018	Oct. 02, 2017	Jun. 30, 2016
Derivatives, Fair Value [Line Items]
Fixed interest rate					3.075%	1.093%	1.055%
Notional amount					$ 5,037,500	$ 1,900,000	$ 16,681,250
Quarterly decrease in notional amount						$ 100,000	318,750
Derivative fair value assets (liabilities)	$ (1,037,994)	$ 164,965	$ (1,037,994)	$ 164,965
Interest expense
Derivatives, Fair Value [Line Items]
Monthly settlement payments (receipts)	$ 22,279	$ (35,659)	$ 63,761	$ (84,554)
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Nine Two Thousand Eighteen
Derivatives, Fair Value [Line Items]
Quarterly decrease in notional amount							425,000
Derivative Instrument, Periodic Payment, Installment Periods Through June Twenty Eight Two Thousand Nineteen
Derivatives, Fair Value [Line Items]
Notional amount					17,540,625
Quarterly decrease in notional amount							$ 531,250
Quarterly increase in notional amount					378,125
Derivative Instrument, Periodic Payment, Installment Periods Until September Thirty Two Thousand Twenty
Derivatives, Fair Value [Line Items]
Notional amount					17,475,000
Quarterly decrease in notional amount					153,125
Derivative Instrument, Periodic Payment, Installment Periods Until December Thirty First Twenty Twenty One
Derivatives, Fair Value [Line Items]
Quarterly decrease in notional amount					431,250
Derivative Instrument, Periodic Payment, Installment Periods Until November Eighth Twenty Twenty Three
Derivatives, Fair Value [Line Items]
Quarterly decrease in notional amount					$ 609,375

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Retirement Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent of employees gross pay			3.00%
Employer contribution amount	$ 118,315	$ 125,870	$ 370,723	$ 385,752
Defined contribution plan, initial contribution
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent			100.00%
Employer matching contribution, percent of employees gross pay			3.00%
Defined contribution plan, additional contribution
Defined Benefit Plan Disclosure [Line Items]
Employer matching contribution, percent			50.00%
Employer matching contribution, percent of employees gross pay			2.00%
UNITED STATES
Defined Benefit Plan Disclosure [Line Items]
Employer contribution amount	0	0	$ 0	1,502
Canada
Defined Benefit Plan Disclosure [Line Items]
Employer contribution amount	$ 8,154	$ 8,474	$ 37,856	$ 36,838

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Stock Incentive Plans - Schedule of Stock Options and Stock Awards (Details) - USD ($)								9 Months Ended	12 Months Ended
	Jun. 11, 2019	Sep. 15, 2017	Apr. 29, 2016	Nov. 20, 2015	Aug. 17, 2015	Jan. 01, 2014	Jul. 17, 2013	Sep. 29, 2019	Dec. 30, 2018
Aggregate Intrinsic Value
Share price (in dollars per share)								$ 2.85
The 2013 Stock Incentive Plan
Number of Shares
Granted (in shares)		5,000	7,200			120,000	375,000
Weighted Average Exercise Price
Granted (in dollars per share)		$ 7.65	$ 12.58			$ 3.33	$ 3.33
2014 Omnibus Performance Award Plan
Number of Shares
Granted (in shares)	30,000	15,000	5,000	15,000	230,000
Weighted Average Exercise Price
Granted (in dollars per share)	$ 2.93	$ 7.65	$ 12.58	$ 11.50	$ 12.50
The Plan and the 2014 Plan
Number of Shares
Outstanding at beginning of period (in shares)								563,680
Granted (in shares)								30,000
Exercised (in shares)								0
Forfeited or expired (in shares)								192,200
Outstanding at end of period (in shares)								401,480	563,680
Vested and exercisable (in shares)								343,040
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)								$ 7.25
Granted (in dollars per share)								2.93
Exercised (in dollars per share)								0
Forfeited (in dollars per share)								0
Outstanding at end of period (in dollars per share)								5.46	$ 7.25
Vested and exercisable (in dollars per share)								$ 5.50
Weighted Average Remaining Contractual Term (in years)
Outstanding weighted average remaining contractual term								5 years 8 months 23 days	5 years 7 months 9 days
Granted								10 years
Exercised								0 years
Forfeited or expired								0 years
Vested and exercisable								5 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at September 29, 2019								$ 0
Vested and exercisable at September 29, 2019								$ 0

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Restructuring - Narrative (Details)					1 Months Ended	3 Months Ended				9 Months Ended
	Nov. 07, 2019 employee	Jul. 16, 2019 employee	Oct. 18, 2018 USD ($)	Feb. 01, 2018 employee	Jul. 31, 2018 employee	Mar. 31, 2020 USD ($)	Dec. 29, 2019 USD ($)	Sep. 29, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 29, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 30, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Property, plant, and equipment – net								$ 24,991,472		$ 24,991,472		$ 25,077,745
Proceeds from sale of property and equipment										41,548	$ 28,205
Manufacturing Facility | Fort Smith, Arkansas
Restructuring Cost and Reserve [Line Items]
Property, plant, and equipment – net			$ 733,059
Proceeds from sale of property and equipment			876,032
Gain on sale of property, plant, and equipment			$ 142,973
Salaried Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred								140,740		720,712
Employees severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred								0		244,567
Evansville Restructuring
Restructuring Cost and Reserve [Line Items]
Number of expected position eliminations | employee		47
Evansville Restructuring | One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred								331,416		331,416
Evansville Restructuring | Other Exit Costs Liability
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred								$ 518,493		$ 518,493
Fort Smith Restructuring
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated | employee					20
Fort Smith Restructuring | One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred									$ 60,423		233,782
Fort Smith Restructuring | Other Exit Costs Liability
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred									115,103		559,461
Port Huron Restructuring
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated | employee				7
Port Huron Restructuring | One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred									0		64,768
Port Huron Restructuring | Other Exit Costs Liability
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred									$ 0		$ 297,899
Forecast | Bryan Restructuring | One-time Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred							$ 500,000
Forecast | Bryan Restructuring | Other Exit Costs Liability
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred						$ 800,000
Forecast | Evansville Restructuring | Early Termination Fee
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred							$ 1,200,000
Subsequent Event | Bryan Restructuring
Restructuring Cost and Reserve [Line Items]
Number of expected position eliminations | employee	43

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Operating Leases (Tables)

9 Months Ended

Sep. 29, 2019

Leases [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at September 29, 2019:

2019	$	582,870
2020	2,334,821
2021	2,212,300
2022	1,726,243
2023	1,175,351
Thereafter	7,587,350
Total	$	15,618,935

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Nature of Business and Significant Accounting Policies - Customers' Net Sales as a Percentage of Total Net Sales (Details) - Sales revenue, net - Customer concentration risk	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
General Motors Company
Product Information [Line Items]
Concentration risk (percentage)	17.00%	15.00%	18.00%	14.00%
Fiat Chrysler Automobile
Product Information [Line Items]
Concentration risk (percentage)	15.00%	16.00%	15.00%	16.00%
Ford Motor Company
Product Information [Line Items]
Concentration risk (percentage)	14.00%	10.00%	12.00%	11.00%

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Inventory - Schedule of Inventory (Details) - USD ($)	Sep. 29, 2019	Dec. 30, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 8,375,838	$ 9,562,962
Work in progress	534,472	547,729
Finished goods	5,622,239	6,174,816
Total inventory	$ 14,532,549	$ 16,285,507

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Income Taxes

9 Months Ended

Sep. 29, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For interim tax reporting we estimate our annual effective tax rate and apply it to our year to date income before income taxes. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and the effect of changes in tax laws or rates, are reported in the interim period in which they occur, if applicable.  

Income tax (benefit) expense for the 13 and 39 weeks ended September 29, 2019 was $(252,270) and $(597,862), respectively, compared to $(320,763) and $698,830 for the 13 and 39 weeks ended September 30, 2018, respectively.

During the 13 weeks ended September 29, 2019, the differences between the actual effective tax rate of 16.6% and the statutory rate of 21.0% was primarily due to earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits in the U.S.

During the 39 weeks ended September 29, 2019, the difference between the actual effective tax rate of 6.8% and statutory rate of 21.0% was primarily due to the impairment of non-deductible goodwill as well as earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S., and U.S. taxation of foreign earnings under the Global Intangible Low-Taxed Income (GILTI) provisions of the Tax Cut and Jobs Act, partially offset by tax credits in the U.S.

During the 13 and 39 weeks ended September 30, 2018, the difference between the actual effective tax rate of (104.8)% and 15.2%, respectively, and the statutory rate of 21.0% was primarily due to provision to return adjustments on the 2017 return related to one-time transition tax expense, research and development credits, and manufacturing incentives in the U.S., partially offset by earnings generated in Mexico and Canada, which both have higher statutory income tax rates than the U.S.

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Long-term Debt

9 Months Ended

Sep. 29, 2019

Debt Disclosure [Abstract]

Long-term Debt

Long-term Debt

Credit Agreement

On April 29, 2016, Unique Fabricating NA, Inc. (the “US Borrower”) and Unique-Intasco Canada, Inc. (the “CA Borrower”) and Citizens Bank, National Association (“Citizens”), acting as lender and Administrative Agent, and other lenders, entered into a credit agreement (the “Credit Agreement”) providing for borrowings of up to the aggregate principal amount of $62.0 million. The Credit Agreement was a senior secured credit facility and consisted of a revolving line of credit of up to $30.0 million (the “Revolver”) to the US Borrower, a $17.0 million principal amount term loan (the “US Term Loan”) to the US Borrower, and a $15.0 million principal amount term loan (the “CA Term Loan”) to the CA Borrower. At Closing, the US Term Loan and the CA Term Loan were fully funded and the US Borrower borrowed approximately $22.9 million under the Revolver.

On August 18, 2017, the US Borrower and the CA Borrower entered into the Second Amendment (the “Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Amendment converted $4.0 million of outstanding borrowings under the Revolver into an additional $4.0 million term loan to the US Borrower (the “US Term Loan II”). The conversion of a portion of the outstanding borrowings under the Revolver did not reduce the aggregate amount available to be borrowed under it.

On August 8, 2018, the US Borrower and the CA Borrower entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, with Citizens acting as Administrative Agent, and other lenders. The Fourth Amendment required the Company to use the net proceeds from the sale of the Ft. Smith, Arkansas building to reduce the outstanding borrowings under the Revolver. The application of the net proceeds did not permanently reduce the amounts that could be borrowed under the Revolver. The Fourth Amendment also eased, for the fiscal quarter ended September 30, 2018, the financial covenant ratio which determined the Company's ability to pay dividends.

On September 20, 2018, the US Borrower and the CA Borrower entered into the Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment temporarily increased the maximum amount that could be borrowed under the Revolver to $32.5 million from its then maximum of $30.0 million. This increase implemented by the Fifth Amendment was effective until October 31, 2018, at which point the maximum amount that could be borrowed under the Revolver reverted back to $30.0 million and was replaced by the Amended and Restated Credit Agreement described below.

Amended and Restated Credit Agreement

On November 8, 2018, the US Borrower and the CA Borrower entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated the existing Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The Amended and Restated Credit Agreement which is a five year agreement, among other things, increased the principal amount of US Term Loan borrowings to $26.0 million, created a two year line to fund capital expenditures of up to $2.5 million through November 8, 2019 and $5.0 million thereafter through November 8, 2020, and extended the maturity dates of all borrowings from April 28, 2021 to November 7, 2023. The Amended and Restated Credit Agreement provides for borrowings of up to $30.0 million under the Revolver, subject to availability under the terms of the Amended and Restated Credit Agreement, and left the principal amount on the CA Term Loan at approximately $12.0 million, the same as it was under the previous Credit Agreement. The Amended and Restated Credit Agreement combined

the previous US Term Loan and US Term Loan II (the “New US Term Loan”), and increased the aggregate principal amount to $26.0 million from $15.9 million, in total, from the previous US Term Loan and Term Loan II. The increase in the principal amount effected by the New U.S. Term Loan replaced and termed-out outstanding borrowings under the Revolver. The Amended and Restated Credit Agreement changes the quarterly principal payments of the New US Term Loan to $337,500 through September 30, 2020, $575,000 thereafter through September 30, 2021, and $812,500 thereafter with a lump sum due at maturity. Finally, the agreement made certain changes to the Company's covenants and financial covenant ratios.

The Revolver, New US Term Loan, and CA Term Loan all mature on November 7, 2023 and bear interest at the Company's election of either (i) the greater of the Prime Rate or the Federal Funds Effective Rate (the “Base Rate”) or (ii) the LIBOR rate, plus an applicable margin ranging from 1.75% to 3.25% per annum in the case of the Base Rate and 2.75% to 4.25% per annum in the case of the LIBOR rate, in each case, based on senior leverage ratio thresholds, measured quarterly, as increased by the Waiver and Fourth Amendment to the Amended and Restated Credit Agreement which is further described below. The fair value of debt approximates book value based on the variable terms.

In addition, the Amended and Restated Credit Agreement allows for increases in the principal amount of the Revolver and the New US and CA Term Loans not to exceed a $10.0 million principal amount, in the aggregate, provided that before and after giving effect to the proposed increase (and any transactions to be consummated using proceeds of the increase), the total leverage and debt service coverage ratios do not exceed specified amounts. The Amended and Restated Credit Agreement also provides for the issuance of letters of credit with a face amount of up to a $2.0 million, in the aggregate, provided that any letter of credit that is issued will reduce availability under the Revolver.

As of September 29, 2019, $14,776,571 was outstanding under the Revolver. This amount is gross of debt issuance costs which are further described in Note 1. The Revolver had an effective interest rate of 6.362% percent per annum at September 29, 2019, and is secured by substantially all of the Company’s assets. At September 29, 2019, the maximum additional available borrowings under the Revolver was $10,001,372, which includes a reduction for a $100,000 letter of credit issued for the benefit of the landlord of one of the Company’s leased facilities, and a reduction of the borrowing base capacity to $24,877,944 under the borrowing base restrictions of the Amended and Restated Credit Agreement.

Long term debt consists of the following:

	September 29, 2019		December 30, 2018
New US Term Loan, payable to lenders in quarterly installments of $337,500 through September 30, 2020, $575,000 through September 30, 2021, and $812,500 through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the New US Term Loan is presented net of a debt discount of $283,743 from costs paid to or on behalf of the lenders.	$	24,703,756	$	25,664,582
CA Term Loan, payable to lenders in quarterly installments of $375,000 through November 7, 2023, with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019. At September 29, 2019, the balance of the CA Term Loan is presented net of a debt discount of $124,195 from costs paid to or on behalf of the lenders.	10,375,804		$	11,853,186

Note payable to the seller of former owner of business Unique acquired in 2014 which is unsecured and subordinated to the Credit Agreement. Interest accrued monthly at an annual rate of 6.00%. The note payable was paid in full on February 6, 2019.	—		500,000
Capital expenditure line payable to lenders in quarterly installments of 7.5% per annum of the outstanding principal balance commencing December 31, 2019 through September 30, 2020, 10% per annum through September 30, 2021, and 12.5% per annum through November 7, 2023 with a lump sum due at maturity. The effective interest rate was 6.362% per annum at September 29, 2019.	1,300,000		—
Total debt excluding Revolver	36,379,560		38,017,768
Less current maturities	2,947,498		3,350,000
Long-term debt – Less current maturities	$	33,432,062	$	34,667,768

Covenant Compliance

The Amended and Restated Credit Agreement contains customary negative covenants and requires that the Company comply with various financial covenants, including a total leverage ratio and debt service coverage ratio, as defined in the Amended and Restated Credit Agreement. As of December 30, 2018, the Company was in compliance with these financial covenants. Additionally, the New US Term Loan and CA Term Loan each contains a clause, effective December 30, 2018, that requires an excess cash flow payment to be made to the lenders to reduce the New US Term Loan and CA Term Loan if the Company’s cash flow exceeds certain thresholds as defined by the Amended and Restated Credit Agreement. No payments were required to be made in the 13 and 39 weeks ended September 29, 2019.

As of March 31, 2019, the Company was not in compliance with the total leverage ratio financial covenant. As a result of this non-compliance, on May 7, 2019, the US Borrower and the CA Borrower entered into the Waiver and First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders. The First Amendment temporarily waived the default on the March 31, 2019 covenant violation until the earlier of June 15, 2019 and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition. As a result of this waiver, the lenders did not accelerate the maturity of the debt.

On June 14, 2019, the Company entered into the Waiver and Second Amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Second Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of June 30, 2019 (which was June 15, 2019 under the First Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition.

On June 28, 2019, the Company entered into the Waiver and Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Third Amendment revised the waiver period as defined with respect to the March 31, 2019 covenant violation and resulting default until the earlier of July 22, 2019 (which was June 30, 2019 under the Second Amendment to the Amended and Restated Credit Agreement) and the execution and delivery of a further amendment revising the calculation of the total leverage ratio and such other financial covenants as necessary taking into account the Borrowers current and future financial condition.

On July 16, 2019, the Company entered into the Waiver and Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Credit Agreement, with Citizens, acting as Administrative Agent, and the other lenders.  The Fourth Amendment provided a permanent waiver by the Lenders and Agent with respect to the Borrower's non-compliance with the total leverage ratio financial covenant, as defined as of March 31, 2019. The Fourth Amendment also revised the definition of consolidated EBITDA and certain financial covenants, including the maximum total leverage ratio and the minimum debt service coverage ratio, as well as adding the requirement that the Company maintain minimum liquidity and minimum unadjusted consolidated EBITDA, each as defined. The Fourth Amendment permits distributions as long as the Borrower is in compliance with specified conditions including that the Borrower's liquidity, as defined, is not less than $5 million after giving effect to the distribution, total leverage ratio is not more than 2.00 to 1.00, post distribution, debt service coverage ratio ("DSCR"), as defined, is not greater than 1.10 to 1.00, and Borrower is in compliance with financial convenants, before and after giving effect to the distributions. The Company is compliant with the covenants set forth in the Waiver and Fourth Amendment as of September 29, 2019.

On August 7, 2019, the Company entered into the Fifth Amendment to the Credit Agreement and Loan Documents (The "Fifth Amendment"). The Fifth Amendment amended the definition of unadjusted consolidated EBITDA to include consolidated net income plus the sum of interest expense, tax expense, depreciation and amortization expense, and non-cash impairment charges of goodwill.

The Company will not pay a dividend during the remainder of 2019.

Maturities on the Company’s Amended and Restated Credit Agreement and other long term debt obligations for the remainder of the current fiscal year and future fiscal years are as follows:

2019	$	337,500
2020	3,193,125
2021	4,175,625
2022	4,912,500
2023	38,945,319
Thereafter	—
Total	51,564,069
Discounts	(407,938		)
Debt issuance costs	(322,973		)
Total debt – Net	$	50,833,158

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Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (252,270)	$ (320,763)	$ (597,862)	$ 698,830
Actual effective rate	16.60%	(104.80%)	6.80%	15.20%
Statutory rate	21.00%	21.00%	21.00%	21.00%

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Restructuring - Schedule of Restructuring Liability (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Restructuring Reserve [Roll Forward]
Beginning accrual balance			$ 0	$ 0
Provision for estimated expenses incurred during the year	$ 990,649	$ 175,526	1,815,188	1,155,910
Payments made during the period			1,113,928	1,155,910
Ending accrual balance	701,260	0	701,260	0
Employee Termination Benefits Liability
Restructuring Reserve [Roll Forward]
Beginning accrual balance			0	0
Provision for estimated expenses incurred during the year			1,296,695	298,551
Payments made during the period			729,685	298,551
Ending accrual balance	567,010	0	567,010	0
Other Exit Costs Liability
Restructuring Reserve [Roll Forward]
Beginning accrual balance			0	0
Provision for estimated expenses incurred during the year			518,493	857,359
Payments made during the period			384,243	857,359
Ending accrual balance	$ 134,250	$ 0	$ 134,250	$ 0

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Related Party Transactions (Details) - USD ($)							3 Months Ended		9 Months Ended
	Jun. 11, 2019	Sep. 15, 2017	Apr. 29, 2016	Nov. 20, 2015	Aug. 17, 2015	Mar. 18, 2013	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Affiliated Entity | Management Agreement
Related Party Transaction [Line Items]
Annual management fees						$ 300,000
Expenses from management contract							$ 56,250	$ 56,250	$ 168,750	$ 168,750
Management agreement, term						5 years
Additional renewal period term						1 year
Equity ownership needed to terminate agreement						50.00%
Affiliated Entity | 6th Avenue Group Services
Related Party Transaction [Line Items]
Expenses from management contract							$ 62,500		$ 138,319
2014 Omnibus Performance Award Plan
Related Party Transaction [Line Items]
Granted (in shares)	30,000	15,000	5,000	15,000	230,000

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Business Combinations (Details) - aquisition	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Business Combinations [Abstract]
Number of new acquisitions	0	0	0	0

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Stock Incentive Plans (Tables)

9 Months Ended

Sep. 29, 2019

Share-based Payment Arrangement [Abstract]

Schedule of Stock Option Valuation Assumptions

	June 11, 2019		September 15, 2017		April 29, 2016		November 20, 2015		August 17, 2015
Expected volatility	40.00	%	40.00	%	40.00	%	35.00	%	38.00	%
Dividend yield	—	%	7.00	%	5.00	%	5.00	%	4.80	%
Expected term (in years)	5		5		5		5		5
Risk-free rate	1.85	%	1.81	%	1.28	%	1.70	%	1.58	%

	September 15, 2017		April 29, 2016		January 1, 2014		July 17, 2013
Expected volatility	40.00	%	40.00	%	34.00	%	34.00	%
Dividend yield	7.00	%	5.00	%	—	%	—	%
Expected term (in years)	5		5		4		4
Risk-free rate	1.81	%	1.28	%	1.27	%	0.96	%

Schedule of Stock Options and Stock Appreciation Rights Award Activity

A summary of option activity under both plans is presented below:

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value(1)
Outstanding at December 30, 2018	563,680	$	7.25	5.61
Granted	30,000	$	2.93	10
Exercised	—	$	—	0
Forfeited or expired(2)	192,200	$	—	0
Outstanding at September 29, 2019	401,480	$	5.46	5.73	$	—
Vested and exercisable at September 29, 2019	343,040	$	5.50	5.10	$	—

(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 September 29, 2019 and multiplying this result by the related number of options outstanding and exercisable at September 29, 2019. The estimated fair value of the shares is based on the closing price of the stock of $2.85 as of September 29, 2019. As of September 29, 2019 there is no intrinsic value as the exercise prices are greater than the estimated fair value.

(2) Represents shares forfeited by the former CEO in May 2019 as a result of his departure.

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Nature of Business and Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Net sales	$ 38,549,844	$ 42,051,968	$ 116,905,831	$ 135,098,491
Automotive
Disaggregation of Revenue [Line Items]
Net sales	33,432,013		100,964,000
HVAC, water heater, and appliances
Disaggregation of Revenue [Line Items]
Net sales	3,096,874		10,354,874
Other
Disaggregation of Revenue [Line Items]
Net sales	$ 2,020,957		$ 5,586,957

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Operating Leases

9 Months Ended

Sep. 29, 2019

Leases [Abstract]

Operating Leases

Operating Leases

The Company leases office space, production facilities and equipment under operating leases with various expiration dates through the year 2024. The leases for office space and production facilities require the Company to pay taxes, insurance, utilities and maintenance costs. Five of the leases for office space and production facilities provide for escalating rents over the life of the respective leases and rent expense for these leases is recognized over the term of the lease on a straight line basis, with the difference between lease payments and rent expense recorded as deferred rent in other accrued liabilities in the consolidated balance sheets. Total rent expense charged to operations was approximately $762,193 and $1,748,611 for the 13 and 39 weeks ended September 29, 2019 and $621,986 and $1,956,437 for the 13 and 39 weeks ended September 30, 2018.

Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year are as follows at September 29, 2019:

2019	$	582,870
2020	2,334,821
2021	2,212,300
2022	1,726,243
2023	1,175,351
Thereafter	7,587,350
Total	$	15,618,935

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Derivative Financial Instruments

9 Months Ended

Sep. 29, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Interest Rate Swap

The Company holds derivative financial instruments, in the form of an interest rate swap, as required by its Credit Agreement and Amended and Restated Credit Agreement, for the purpose of hedging certain identifiable transactions in order to mitigate risks relating to the variability of future earnings and cash flows caused by interest rate fluctuations. The Company has elected not to apply hedge accounting for financial reporting purposes. The interest rate swap is recognized in the accompanying consolidated balance sheets at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized currently in net income as interest expense in the accompanying consolidated statements of operations.

Effective June 30, 2016, as required under the Credit Agreement entered into during April 2016, the Company entered into an interest rate swap which requires the Company to pay a fixed rate of 1.055 percent per annum while receiving a variable rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount. The notional amount at the effective date was $16,681,250 which decreased by $318,750 each quarter until June 30, 2017, and thereafter decreased by $425,000 each quarter until June 29, 2018, when it began decreasing by $531,250 per quarter until it expired on June 28, 2019.

Effective October 2, 2017, as required under the Second Amendment to the Credit Agreement, the Company entered into another interest rate swap with requires the Company to pay a fixed rate of 1.093 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR, for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $1,900,000 which decreases by $100,000 each quarter until it expires on September 30, 2020.

Effective November 30, 2018, as required under the Amended and Restated Credit Agreement, the Company entered into another interest rate swap that requires the Company to pay a fixed rate of 3.075 percent per annum while receiving a variable interest rate per annum based on the one month LIBOR for a net monthly settlement based on the notional amount in effect. The notional amount at the effective date was $5,037,500 which increased by $378,125 each quarter until June 28, 2019 when the notional amount increased to $17,540,625 due to the interest rate swap from 2016 described above expiring. The notional amount then decreases each quarter by $153,125 until September 30, 2020 when the notional amount increases to $17,475,000 due to the interest rate swap from 2017 above expiring. The notional amount then decreases each quarter by $431,250 until December 31, 2021, then decreases each subsequent quarter by $609,375 until it expires on November 8, 2023

At September 29, 2019, the fair value of all swaps was in a net liability position of $1,037,994 and is included in other accrued liabilities and other long term liabilities in the condensed consolidated balance sheet. The Company paid $22,279 and received $63,761 in the aggregate, in net monthly settlements with respect to the interest rate swaps for the 13 and 39 weeks ended September 29, 2019, respectively. At September 30, 2018, the fair value of the swaps was $164,965, and was included in other long-term assets in the consolidated balance sheets. The Company received $35,659 and  $84,554 with respect to the interest rate swaps for the 13 and 39 weeks ended September 30, 2018, respectively. Both the change in fair value and the monthly settlements were included in interest expense in the consolidated statements of operations.

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Inventory (Tables)

9 Months Ended

Sep. 29, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consists of the following:

	September 29, 2019		December 30, 2018
Raw materials	$	8,375,838	$	9,562,962
Work in progress	534,472		547,729
Finished goods	5,622,239		6,174,816
Total inventory	$	14,532,549	$	16,285,507

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Contingencies

9 Months Ended

Sep. 29, 2019

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

The Company is engaged from time to time in legal matters and proceedings arising out of its normal course of business. The Company establishes a liability related to its legal proceedings and claims when it has determined that it is probable that the Company has incurred a liability and the related amount can be reasonably estimated. If the Company determines that an obligation is reasonably possible, the Company will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While uncertainties are inherent in the final outcome of such matters, the Company believes that there are no pending proceedings in which the Company is currently involved that will have a material effect on its financial position, results of operations or cash flow.

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Restructuring (Tables)

9 Months Ended

Sep. 29, 2019

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Liability

The table below summarizes the activity in the restructuring liability for the 39 weeks ended September 29, 2019.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at December 31, 2018	$	—	$	—	$	—
Provision for estimated expenses to be incurred	1,296,695		518,493		1,815,188
Payments made during the period	729,685		384,243		1,113,928
Accrual balance at September 29, 2019	567,010		134,250		701,260

The table below summarizes the activity in the restructuring liability for the 13 and 39 ended September 30, 2018.

	Employee Termination Benefits Liability		Other Exit Costs Liability		Total
Accrual balance at January 1, 2018	$	—	$	—	$	—
Provision for estimated expenses incurred during the year	298,551		857,359		1,155,910
Payments made during the period	298,551		857,359		1,155,910
Accrual balance at September 30, 2018	$	—	$	—	$	—

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Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 29, 2019

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Nature of Business and Significant Accounting Policies

Nature of Business — UFI Acquisition, Inc. (“UFI”), a Delaware corporation, was formed on January 14, 2013, for the purpose of acquiring Unique Fabricating, Inc. and its subsidiaries (“Unique Fabricating”) (collectively, the “Company” or “Unique”) on March 18, 2013. The Company operates as one operating and reportable segment to fabricate and broker foam and rubber products, which are primarily sold to original equipment manufacturers (“OEMs”) and tiered suppliers in the automotive, appliance, water heater and heating, ventilation and air conditioning (HVAC) industries. In September 2014, UFI changed its name to Unique Fabricating, Inc. which is now the parent company of the consolidated group. As a result of the name change, the subsidiary previously named Unique Fabricating, Inc. became Unique Fabricating NA, Inc.

Basis of Presentation — The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of such financial statements. The interim results for the periods presented may not be indicative of the Company's actual annual results. These condensed consolidated financial statements should be read in conjunction with the notes to the condensed consolidated financial statements as of and for the year ended December 30, 2018 included in the Companys’s annual report on Form 10-K for such period.

Principles of Consolidation — The condensed consolidated financial statements include the accounts of the Company and all subsidiaries over which the Company exercises control. All intercompany transactions and balances have been eliminated upon consolidation.

Fiscal Years — The Company’s quarterly periods end on the Sunday closest to the end of the calendar quarterly period. For 2019, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 29, 2019, and for 2018, the quarter and year to date period, which were 13 and 39 weeks, respectively, ended on September 30, 2018. Fiscal year 2018 ended on Sunday, December 30, 2018.

Cash and Cash Equivalents — The Company considers all highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Accounts Receivable — Accounts receivable are stated at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in the existing accounts receivable. Management determines the allowance based on historical write-off experience and an understanding of individual customer payment history and financial condition. Management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful accounts was $849,423 and $684,996 at September 29, 2019 and December 30, 2018, respectively.

Inventory — Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO). Inventory acquired as part of a business combination is recorded at its estimated fair value at the time of the business combination. The Company periodically evaluates inventory for obsolescence, excess quantities, slow moving goods and other impairments of value and establishes reserves for any identified impairments.

Valuation of Long-Lived Assets — The carrying value of long-lived assets held for use is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Property, Plant, and Equipment — Property, plant, and equipment purchases are recorded at cost. Property, plant, and equipment acquired as part of a business combination are recorded at estimated fair value at the time of the business combination. Depreciation is calculated using the straight line method over the estimated useful life of each asset. Leasehold

improvements are depreciated over the shorter of the estimated useful life of the asset or the period of the related leases. Upon retirement or disposal, the initial cost or valuation and accumulated depreciation are removed from the accounts, and any gain or loss is included in net income. Repair and maintenance costs are expensed as incurred.

Intangible Assets — The Company does not hold any intangible assets with indefinite lives. Identifiable intangible assets recognized as part of a business combination are recorded at their estimated fair value at the time of the business combination. Acquired intangible assets subject to amortization are amortized on a straight line basis, which approximates the pattern in which the economic benefit of the respective intangible is realized, over their respective estimated useful lives. Amortizable intangible assets are reviewed for impairment whenever events or circumstances indicate that the related carrying amount may be impaired. The remaining useful lives of intangible assets are reviewed to determine whether events and circumstances warrant a revision to the remaining period of amortization. The Company determined that no impairment indicators were present and all originally assigned useful lives remained appropriate during the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Goodwill — Goodwill represents the excess of the acquisition cost of consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed from business combinations at the date of acquisition. Goodwill is not amortized, but rather is assessed at least on an annual basis for impairment. If it is determined that it is more likely than not that the fair value is greater than the carrying value of a reporting unit then a qualitative assessment may be used for the annual impairment test. Otherwise, a one-step process is used which requires estimating the fair value of each reporting unit compared to its carrying value. If the carrying value exceeds the estimated fair value, goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has one reporting unit and operating segment for goodwill testing purposes.

During the second quarter of 2019, the Company experienced a decline in market capitalization, which is a potential indicator of impairment. As a result, the Company performed an interim quantitative assessment as of June 30, 2019, utilizing a combination of the income and market approaches, which were weighted evenly. The results of the quantitative analysis performed indicated the carrying value of the reporting unit exceeded the fair value of the reporting unit as of June 30, 2019. A goodwill impairment charge of $6,760,397 was recognized during the 39 weeks ended September 29, 2019 and no impairment charges recognized during the 13 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively. Key assumptions used in the analysis were a discount rate of 12.5%, EBITDA margin and a terminal growth rate of 2.0%. No such indicators of impairment were identified during the 13 weeks ended September 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 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 September 29, 2019 and December 30, 2018, debt issuance costs were $322,973 and $381,793, respectively, while amounts paid to or on behalf of lenders presented as debt discounts were $407,938 and $482,232, respectively. On November 8, 2018, the Company amended its current Credit Agreement (the “Amended and Restated Credit Agreement”), which increased the Company's term loan debt and is further described in Note 6. The Company reviewed this amendment for extinguishment accounting and concluded that as of the date of the amendment $59,110 of the remaining $172,600 debt issuance costs not amortized on the revolving debt facility qualified for extinguishment accounting and were recognized as a loss on extinguishment immediately. The remaining unamortized debt issuance costs not extinguished on the old revolving debt facility and all of the of remaining unamortized debt issuance costs on the term loans did not meet extinguishment accounting and therefore were carried forward to the new revolving debt facility and term loans.

Amortization expense of both debt issuance costs and debt discounts has been recognized as a component of interest expense in the amounts of $44,369 and $133,112 for the 13 and 39 weeks ended September 29, 2019, and $35,536 and $106,609 for the 13 and 39 weeks ended September 30, 2018, respectively.

Investments — Investments in entities in which the Company has less than a 20 percent interest or is not able to exercise significant influence are carried at cost, as there is not a readily determined fair value for these investments. Dividends received are included in income, except for those dividends received in excess of the Company’s proportionate share of accumulated

earnings, which are applied as a reduction of the cost of the investment. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. No dividend income or impairment loss was recognized for the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, respectively.

Accounts Payable — Under the Company’s cash management system, checks issued but not yet presented to the Company’s bank frequently result in overdraft balances for accounting purposes and are classified as accounts payable on the consolidated balance sheets. Accounts payable included $2,639,254 and $1,802,712 of checks issued in excess of available cash balances at September 29, 2019 and December 30, 2018, respectively.

Stock Based Compensation — The Company accounts for its stock based compensation using the fair value of the award estimated at the grant date of the award. The Company estimates the fair value of awards, consisting of stock options, using the Black Scholes option pricing model. Compensation expense is recognized in earnings using the straight line method over the vesting period, which represents the requisite service period.

Revenue Recognition — The following table presents the Company's net sales disaggregated by major sales channel for the 13 and 39 weeks ended September 29, 2019:

	Thirteen Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 29, 2019
Net Sales
Automotive	$	33,432,013	$	100,964,000
HVAC, water heater, and appliances	3,096,874		10,354,874
Other	2,020,957		5,586,957
Total	$	38,549,844	$	116,905,831

General Recognition Policy

Revenue is recognized by the Company once all performance obligations under the terms of a contract with the Company's customers are satisfied. Generally this occurs with the transfer of control of its automotive, HVAC, and other products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. The Company’s payment terms vary by the type and location of its customers and the products offered. The term between invoicing and when payment is due is not significant.

In general for sales arrangements, the Company deems control to transfer at a single point in time and recognizes revenue when it ships products from its manufacturing facilities to its customers. Once a product has shipped, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to transfer upon shipment because the Company has a present right to payment at that time, the customer has legal title to the asset, and the customer has significant risks and rewards of ownership of the asset. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

Contract Balances

The timing of revenue recognition, billings and cash collections and payments results in billed accounts receivable. The Company does not have deferred revenue. Additionally, as noted above in the Accounts Receivable section, management reviews the allowance for doubtful accounts at regular intervals. Account balances are charged off against the allowance when management determines it is probable the receivable will not be recovered. The allowance for doubtful account balances are noted above in the Accounts Receivable section.

Practical Expedients

The Company elects the practical expedient to expense costs incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include sales commissions as the Company has determined annual compensation is commensurate with annual sales activities.

The Company elects the practical expedient that does not require the Company to adjust consideration for the effects of a significant financing component when the period between shipment of its products and customer’s payment is one year or less.

Shipping and Handling — Shipping and handling costs are included in costs of sales as they are incurred.

Income Taxes — A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the period. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to reserve for future tax benefits that may not be realized.

The Company recognizes the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant tax authority. The Company assesses all tax positions for which the statute of limitations remain open. The Company had no unrecognized tax benefits as of September 29, 2019 and September 30, 2018. The Company recognizes any penalties and interest when necessary as income tax expense. There were no penalties or interest recorded during the 13 and 39 weeks ended September 29, 2019 or September 30, 2018, respectively.

Foreign Currency Adjustments — The Company’s functional currency for all operations worldwide is the United States dollar. Nonmonetary assets and liabilities of foreign operations are remeasured at historical rates and monetary assets and liabilities are remeasured at exchange rates in effect at the end of each reporting period. Income statement accounts are remeasured at average exchange rates for the year. Gains and losses from translation of foreign currency financial statements into United States dollars are classified in other income in the consolidated statements of operations.

Concentration Risks — The Company is exposed to various significant concentration risks as follows:

Customer and Credit — During the 13 and 39 weeks ended September 29, 2019 and 13 and 39 weeks ended September 30, 2018, the Company’s net sales were derived from customers principally engaged in the North American automotive industry.  The following table presents the Company's sales directly and indirectly to General Motors Company (GM), Fiat Chrysler Automobiles (FCA), and Ford Motor Company (Ford) as a percentage of total net sales:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
General Motors Company (GM)	17	%	15	%	18	%	14	%
Fiat Chrysler Automobiles (FCA)	15	%	16	%	15	%	16	%
Ford Motor Company (Ford)	14	%	10	%	12	%	11	%

No customer represented more than 10 percent of direct Company sales for the 13 weeks ended September 29, 2019. GM accounted for 10 percent of direct Company sales for the 39 weeks ended September 29, 2019. No customer represented more than 10 percent of direct Company sales for the 13 and 39 weeks ended September 30, 2018.

GM accounted for more than 8 percent of direct accounts receivable as of September 29, 2019. GM accounted for 14 percent of direct accounts receivable as of December 30, 2018.

Labor Markets — At September 29, 2019, of the Company’s hourly plant employees working in the United States manufacturing facilities, 32 percent were covered under a collective bargaining agreement which expires in August 2022 while another 6 percent were covered under a separate collective bargaining agreement that expires in February 2023. On October 18, 2019, subsequent to the end of the third quarter, the Company's hourly plant employees in Bryan, Ohio voted to unionize with a contract to be negotiated during the fourth quarter of 2019.

Foreign Currency Exchange — The expression of assets and liabilities in a currency other than the Company's functional currency, which is the United States dollar, gives rise to exchange gains and losses when such assets and obligations are paid in another currency. Foreign currency exchange rate adjustments (i.e., differences between amounts recorded and actual amounts owed or paid) are reported in the consolidated statements of operations as the foreign currency fluctuations occur. Foreign currency exchange rate adjustments are reported in the consolidated statements of cash flows using the exchange rates in effect at the time of the cash flows. At September 29, 2019, the Company’s exposure to assets and liabilities denominated in another currency was not significant. To the extent there is a fluctuation in the exchange rates, the amount of local currency to be paid or received to satisfy foreign currency obligations in 2019 may increase or decrease.

International Operations — The Company manufactures and sells products outside of the United States primarily in Mexico and Canada. Foreign operations are subject to various political, economic and other risks and uncertainties inherent in foreign countries. Among other risks, the Company’s operations may be subject to the risks of: restrictions on transfers of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; political conditions; and governmental regulations. The following table presents the Company's production in Mexico, Canada, and other foreign markets:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	17	%	19	%	18	%
Canada	7	%	10	%	7	%	10	%
Other	—	%	—	%	—	%	—	%

The following table presents the Company's sales derived from customers located in Mexico, Canada, and other foreign countries:

	Thirteen Weeks Ended September 29, 2019		Thirteen Weeks Ended September 30, 2018		Thirty-Nine Weeks Ended September 29, 2019		Thirty-Nine Weeks Ended September 30, 2018
Mexico	19	%	18	%	18	%	17	%
Canada	7	%	9	%	9	%	10	%
Other	1	%	2	%	1	%	2	%

Derivative Financial Instruments — All derivative instruments are required to be reported on the consolidated balance sheets at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. See Note 7 for further information regarding the Company's derivative instrument makeup.

Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements  —

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606. This ASU superseded most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition, and established a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or

services. The Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method in its first quarter of 2019. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of Topic 606 to have a material impact to its net income on an ongoing basis. The Company did not record a cumulative adjustment related to the adoption of ASU 2014-09, and the effects of adoption were not significant.

In January 2016, the FASB issued guidance, together with related, subsequently issued guidance, that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the guidance requires certain equity securities to be measured at fair value, with changes in fair value recognized in earnings. For equity securities without readily determinable fair values, entities may elect to measure these securities at cost minus impairment, if any, adjusted for changes in observable prices. The guidance should be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption, except for equity securities without readily determinable fair values, to which the guidance should be applied prospectively. The Company adopted this guidance on January 1, 2018 and concluded this did not have a material effect on its consolidated financial statements. The Company does have a cost method investment in its consolidated financial statements, and there is not a readily determinable value for this investment.

In February 2016, the FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in Topic 840. The ASU requires lessees to recognize a right of use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease related expenses in the consolidated statements of operations and cash flows will be generally consistent with current guidance. The ASU is effective for the Company for financial statements issued for fiscal years beginning after December 15, 2019. The Company believes the impact that the adoption of this guidance will have on its consolidated financial statements will be to materially increase assets and liabilities on the consolidated balance sheet, but it is not expected to materially impact the consolidated statements of operations.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 29, 2019	Dec. 30, 2018
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	15,000,000	15,000,000
Common stock, shares issued (in shares)	9,779,147	9,779,147
Common stock, shares outstanding (in shares)	9,779,147	9,779,147

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Long-term Debt - Schedule of Repayment of Maturities (Details) - USD ($)	Sep. 29, 2019	Dec. 30, 2018
Debt Disclosure [Abstract]
2019	$ 337,500
2020	3,193,125
2021	4,175,625
2022	4,912,500
2023	38,945,319
Thereafter	0
Total	51,564,069
Discounts	(407,938)	$ (482,232)
Debt issuance costs	(322,973)
Total debt – Net	$ 50,833,158

XML

Inventory - Additional Information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 29, 2019	Sep. 29, 2019	Sep. 30, 2018	Dec. 30, 2018
Inventory [Line Items]
Allowance for obsolete inventory	$ 2,350,600	$ 2,350,600		$ 557,066
Inventory allowance increase	1,741,924	1,741,924	$ 0
Inventory – net	14,532,549	14,532,549		16,285,507
Mexico
Inventory [Line Items]
Inventory – net	3,148,569	3,148,569		3,340,748
Canada
Inventory [Line Items]
Inventory – net	$ 1,045,303	$ 1,045,303		$ 1,177,256

XML

Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2018	Sep. 29, 2019	Sep. 30, 2018
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 996,729	$ 1,014,136	$ 2,970,216	$ 3,074,964
Weighted Average
Acquired Finite-Lived Intangible Assets [Line Items]
Weighted average amortization period			8 years 11 months 15 days