As filed with the Securities and Exchange Commission on June 29, 2015

Registration No. 333-200072

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

UNIQUE FABRICATING, INC.

(Exact name of registrant as specified in its Charter)

 

Delaware		3714		46-1846791
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(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)

 

Thomas Tekiele, Chief Financial Officer
Unique Fabricating, Inc.
800 Standard Parkway
Auburn Hills, MI 48326
(248)-853-2333

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

Ira A. Rosenberg Sills Cummis & Gross, P.C. One Riverfront Plaza Newark, NJ 07102 (973) 643-7000		Donald Figliulo Polsinelli, P.C. 161 North Clark Street Chicago, IL 60601 (312) 463-6311

 

Approximate date of commencement of proposed sale to the public
As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS		SUBJECT TO COMPLETION DATED JUNE 29, 2015

Unique Fabricating, Inc.

Common Stock

This is an initial public offering of shares of common stock of Unique Fabricating, Inc. We are selling 1,875,000 shares of our common stock.

We expect the public offering price to be between $8.00 and $10.00 per share. Currently, no public market exists for the shares. We intend to apply to list the common stock on the NYSE MKT under the symbol “UFAB.”

We are an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 and, therefore, may elect to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page 10 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

		Per Share				Total
Public offering price		$				$
Underwriting discount		$				$
Proceeds, before expenses, to us (1)		$				$

We have retained Roth Capital Partners and Taglich Brothers, Inc. to act as representatives of the several underwriters for this offering. We have agreed to pay the Underwriters the compensation set forth herein under the rules of the Financial Industry Regulatory Authority, or FINRA. Taglich Brothers, Inc. has a conflict of interest in offering our shares of common stock since affiliates of Taglich Brothers, Inc. own approximately 18.6% of our outstanding shares and certain associates of Taglich Brothers, Inc. and its affiliates are members of our Board of Directors. Due to this conflict of interest, Roth Capital Partners is acting as a qualified independent underwriter in accordance with FINRA Rule 5121. See “Conflicts of Interest” on page 89 of this prospectus.

The shares are offered by the Underwriters, subject to prior sale when, as and if delivered to and accepted by the Underwriters and subject to the right to reject orders in whole or in part. Delivery of the shares will be made on or about            , 2015.

Joint Book-Running Managers

Roth Capital Partners		Taglich Brothers, Inc.

Co-manager

National Securities Corporation

The date of this prospectus is            , 2015

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Prospectus Summary			1
Risk Factors			10
Special Note Regarding Forward-Looking Statements			23
Use of Proceeds			24
Dividend Policy			25
Capitalization			25
Dilution			27
Unaudited Pro Forma Condensed Consolidated Financial Information			29
Selected Consolidated Financial and Other Data			32
Management’s Discussion and Analysis of Financial Condition and Results of Operations			36
Business			51
Management			63
Executive Compensation			68
Principal Stockholders			74
Certain Relationships and Related Transactions			76
Description of Common Stock			80
Shares Eligible For Future Sale			82
Plan of Distribution; Underwriting			85
Conflicts of Interest			89
Experts			90
Legal Matters			90
Additional Information			90
Index to Financial Statements			F-1

Through and including           , 2015, (the 25 ^th day after the date of this prospectus), all dealers effecting transactions in the common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to an unsold allotment or subscription.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Market, Ranking and Other Industry Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations about our industry, market position, market opportunity and market size, is based on data from various sources including internal data and estimates as well as third party sources widely available to the public such as independent industry publications, government publications, reports by market research firms or other published independent sources and on our assumptions based on that data and other similar sources. We did not fund and are not otherwise affiliated with the third party sources that we cite. Industry publications and other published sources generally state that the information contained therein has been obtained from third-party sources believed to be reliable. Internal data and estimates are based upon information obtained from trade and business organizations and other

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contacts in the markets in which we operate and management’s understanding of industry conditions, and such information has not been verified by any independent sources. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market, industry and other information included in this prospectus to be the most recently available and to be generally reliable, such information is inherently imprecise and we have not independently verified any third-party information or verified that more recent information is not available.

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Operational Excellence.   We are dedicated to maintaining a culture of continuous improvement. We utilize lean manufacturing techniques such as cellular manufacturing, kaizen process improvement events and process mapping, as well as statistical methods such as Six Sigma Analysis and Design of Experiments to drive productivity and quality improvement. We use quality, delivery and speed-to-market as competitive advantages. Our reputation for high quality, innovative products is attributable to a constant emphasis on engineering, including materials engineering, product and process engineering, and sales engineering, coupled with our dedication to lean manufacturing.

Depth of customer relationships.   We have developed long-term relationships with a customer base that we target deliberately, each of which has substantial requirements for NVH, water and air sealing, functional and decorative components. Due to our technical sophistication, raw material and adhesive innovation and rapid responsiveness, we believe we have a reputation with our key customers as the supplier of choice for our core products within the North American automotive and appliance markets. Our sales engineers have developed deep relationships with the technical teams of our key customers. This enables us to become involved early in the design/development stage of new vehicles or appliances, leading to opportunities to introduce new products. In certain situations, we are able to influence the customer design specifications from which new business is awarded.

Key relationships with suppliers.   We have long relationships with over 150 raw material and adhesive suppliers. We track new developments in materials, and pursue exclusive relationships with those suppliers that develop innovative raw materials and adhesives. This often leads to Unique having access to new materials for a period of time prior to their introduction to the market in general. For example, this has led to us having exclusive access for our types of products to the only source of recycled polyol for polyurethane in the industry. These recycled materials are opening up opportunities for new product variations that other competitors cannot offer. We constantly collaborate with our suppliers to develop new materials and adhesive combinations that exhibit cost, quality and/or performance enhancement for our customers.

Proximity to key customers.   Our manufacturing facilities are strategically located to serve the North American automotive and appliance industries. Our primary manufacturing centers are in the Midwestern and Southeastern regions of the United States and in Mexico. We believe that our manufacturing facilities are within approximately 500 miles of over 80.0% of North American vehicle production, and even closer to major appliance manufacturing locations.

Our Strategy

Our business strategy is to be a valued partner in our customers’ product development and production processes by producing exceptional quality and providing reliable on-time delivery, competitive costs, and technical innovation with rapid engineering support. We utilize our extensive knowledge of raw materials and adhesives combined with our engineering development and rapid responsiveness to deliver innovative and timely customer solutions for NVH, water and air sealing, decorative and other functional applications.

We have aligned our internal human resources and technical capabilities to take advantage of industry mega trends, such as light weighting, telematics, and reduced energy consumption, which we believe will produce profitable revenue growth opportunities from our existing operations. In addition, our growth plan includes initiatives to develop certain new products and new markets which provide incremental growth opportunities. We believe that significant opportunities exist to continue to grow our business and increase profitability by focusing on the following:

Further Penetrate Existing Markets with Existing Products and Processes.   We are positioned to gain share and grow in existing markets with our current products and processes, capitalizing on the industry’s increasing demand for NVH content coupled with our capabilities, including exclusive proprietary materials sold to existing customers and targeted new customers. We hope to capitalize on our ability to service customers in different geographical locations through our manufacturing facilities in the Midwestern and Southeastern regions of the United States and in Mexico.

Develop New Products & Processes for Existing Markets.   We have developed and earned the reputation as a problem solver to our current customers. As a result, we are in the position to develop complementary products and processes that can be sold to the same purchasing and engineering groups that

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already do business with us. We work closely with raw material and adhesive suppliers to develop innovative solutions that offer cost and performance improvement. We constantly focus on finding new applications for molded products utilizing thermoforming, compression and fusion molding.

Create New Markets with Existing Products and Processes.   While the specific products may vary, we have identified numerous opportunities to sell products fabricated using die cut and molding technology into new markets such as medical and not currently served industrial markets. We have demonstrated the ability to develop cost effective products utilizing various materials. Because of our strategic acquisitions, we are currently developing new products for the appliance, water heater and HVAC industries utilizing our various molding technologies. We believe raw material and adhesive suppliers rely on us to provide marketplace insight into new or emerging customer challenges, since we have regular access to end customers that those suppliers lack. We have the capability to combine new materials with new processes to create cost effective products in new markets.

Pursue Acquisitions.   We will continue to selectively pursue acquisitions that add new products and/or processes to further expand our portfolio of customer solutions. Management has completed to date two accretive add-on acquisitions. Management has a long history of identifying and integrating new platforms. We will continue to use our relationship with our financial sponsor, Taglich Private Equity, LLC, or Taglich Private Equity, to identify, evaluate and execute acquisition opportunities. Taglich Private Equity sourced and sponsored our formation in March 2013 and advised us in connection with identifying, negotiating and financing the acquisitions of Prescotech Holdings, Inc. and Chardan Corp. We have entered into an agreement with Taglich Private Equity for the provision of advisory and management services.

In order to finance our acquisitions, we have incurred substantial debt. As of March 29, 2015, we had approximately $27.35 million of debt outstanding under our senior secured credit facility and approximately $13.13 million principal amount of our 16% senior subordinated note outstanding. We intend to use the proceeds of this offering to repay the note. Substantially all of our assets are pledged to the lenders to secure this outstanding debt.

Upon completion of this offering, our executive officers, directors and beneficial owners of 5% or more of our outstanding common stock and their affiliates will beneficially own approximately 33.7% of our outstanding common stock (excluding any shares that may be purchased in this offering). As a result, these persons, acting together, will have the ability to significantly influence the outcome of all matters requiring stockholder approval. They may act in a manner that advances their best interests and not necessarily those of other stockholders.

Recent Development

We have entered into a non-binding letter of intent and are engaged in discussions with respect to a proposed acquisition of the business and assets of a corporation engaged in the manufacture of components from molded polyurethane, including components for automotive applications, industrial equipment, off-road vehicles, office furniture, medical applications and packaging. We believe that the acquisition would augment our existing product offerings and potentially enable us to access new customers and increase sales to certain of our existing customers.

The proposed purchase price is $12 million, subject to certain adjustments, which would be payable in cash at closing, except for a portion which would be held in escrow and available to fund indemnification claims by us, if any. We currently intend to finance the acquisition with additional borrowings from our senior bank lender. Based solely upon preliminary unaudited information provided to us by the prospective seller, which we have not independently verified, the business we are considering acquiring had revenues of approximately $9.9 million, net income of approximately $1.3 million and earnings before interest, taxes, depreciation and amortization (EBITDA) of approximately $2.2 million (adjusted to add back approximately $260,000 for shareholder-related payroll costs and expenses) in 2014.

Our completion of the proposed acquisition is subject to numerous conditions and contingencies, including the completion to our satisfaction of our due diligence, the negotiation and execution of definitive agreements, the satisfaction of closing conditions and our obtaining the commitment of our senior lender to provide financing necessary to fund the purchase price. There cannot be any assurance that: (1) we will

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complete the proposed acquisition or as to the date by which the transaction will close; (2) the terms of the transaction will not differ, and perhaps materially, from those described here; (3) we will be able to obtain financing to fund the acquisition; or (4) if we complete the acquisition, we will be able to successfully integrate the acquired operations into our business or the acquired operations will result in increased revenue, profitability or cash flow.

History and Structure

On March 18, 2013, we acquired 100% of the outstanding shares of the predecessor company, Unique Fabricating NA, Inc., or Unique Fabricating NA, from an institutional investor in a leveraged buyout transaction. Unique Fabricating NA had two wholly owned subsidiaries, Unique Fabricating South, Inc. and Unique Fabricating de Mexico, S.A. de C.V., which we also acquired as part of the transaction. On December 18, 2013, through a newly formed subsidiary, Unique-Prescotech, Inc., we acquired substantially all of the assets, or the PTI Business, of Prescotech Holdings, Inc. and its subsidiaries, or PTI, a Louisville, Kentucky based business. On February 6, 2014, we moved to become more vertically integrated by acquiring, through a newly formed subsidiary, Unique-Chardan, Inc., substantially all of the assets, or the Chardan Business, of one of our key suppliers, Chardan, Corp. or Chardan. We expect to selectively continue to pursue opportunistic acquisitions and enter into new growth markets outside of the automotive part industry.

The following diagram shows our organizational structure including our principal subsidiaries:

Unique Fabricating, Inc. was incorporated as UFI Acquisition, Inc. in the State of Delaware on January 14, 2013 for the purpose of acquiring Unique Fabricating NA Inc., and its subsidiaries, and changed its name to Unique Fabricating, Inc. on September 29, 2014. Unique Fabricating NA, Inc. was incorporated in the State of Michigan in 1975 and re-incorporated in the state of Delaware in 1998, as Unique Fabricating, Inc. It changed its name to Unique Fabricating NA, Inc. on September 29, 2014. Our principal offices currently are located at 800 Standard Parkway, Auburn Hills, Michigan, 48326.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company until the earliest to occur of: the last day of the first fiscal year in which we have more than $1.0 billion in annual gross revenues; the last day of the fiscal year in which we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; or the last day of the fiscal year ending after the fifth anniversary of our initial public offering. An emerging growth company may take advantage of specified reduced reporting

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requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards to the relevant dates on which adoption of such standards is required for private companies.

There are numerous risks and uncertainties involved with our Company and an investment in our Company. See “Risk Factors” beginning on page 10 of this prospectus.

Summary of the Offering

Unless otherwise indicated herein, information presented assumes no exercise of the underwriters’ over allotment option.

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Unless we specifically state otherwise, the share information in this prospectus reflects a 3 for 1 stock split effective November 18, 2014, is based upon an assumed initial public offering price of $9.00 per share, which is the mid-point of the range set forth on the cover page of this prospectus, and reflects or assumes the number of shares of our common stock that will be outstanding after completion of this offering is based on 6,739,998 shares outstanding as of June 1, 2015, and excludes:

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Summary Consolidated Financial Data and other Data

On March 18, 2013, we acquired the predecessor corporation, Unique Fabricating NA, Inc. which became a wholly owned subsidiary of Unique. We recently changed the name of UFI Acquisition, Inc. to Unique Fabricating, Inc. and changed the name of Unique Fabricating Inc. to Unique Fabricating NA, Inc. See note 2 of our consolidated financial statements appearing elsewhere in this prospectus for a description of the business combination. The results of operations presented herein for all periods prior to our acquisition of Unique Fabricating NA, Inc. are referred to as the results of operations of the “predecessor.” The results of operations presented herein for all periods subsequent to the acquisition are referred to as the results of operations of the “successor.” As a result of the acquisition, the results of operations of the predecessor are not comparable to the results of operations of the successor.

Our fifty-two week fiscal year ends on the Sunday closest to December 31. Fiscal year 2014 ended on January 4, 2015 and fiscal year 2015 will end on January 3, 2016.

Thirteen Weeks ended March 2014 and Twelve Weeks Ended March 2015

The following table sets forth our historical data for the thirteen weeks ended March 30, 2014 and the twelve weeks ended March 29, 2015. All such data were derived from our unaudited financial statements. You should read the information contained in our financial statements and related notes, “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

		Successor				Successor				Pro Forma (1)
		Thirteen weeks Ended March 30, 2014				Twelve weeks Ended March 29, 2015				Twelve weeks Ended March 29, 2015
		(in thousands, except per share data)
Net sales		$	29,117			$	32,431			$	32,431
Cost of sales			22,397				24,507				24,507
Gross profit			6,720				7,924				7,924
SG&A			5,083				5,243				5,243
Operating income			1,637				2,681				2,681
Interest expense			987				859				306
Other income			12				7				7
Income before taxes			662				1,829				2,382
Provision for income taxes			200				636				840
Net income		$	462			$	1,193			$	1,542
Basic earnings per share		$	0.07			$	0.18			$	0.18
Diluted earnings per share		$	0.07			$	0.17			$	0.18
Basic weighted average shares outstanding			6,740				6,740				8,452
Diluted weighted average shares outstanding			6,740				7,007				8,719

2013 and 2014

The following table sets forth the predecessor’s summary historical data for the eleven weeks ended March 17, 2013, our summary historical data for the forty-one weeks ended December 29, 2013 and the year ended January 4, 2015, and pro forma data giving effect to the acquisitions of the Chardan Business on February 6, 2014 and the PTI business on December 18, 2013. All such data were derived from the predecessor’s and our financial statements. You should read the information contained in our and our predecessor’s financial statements and related notes, “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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		Predecessor				Successor				Successor				Pro Forma (1)
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year Ended Jan 4, 2015				Year Ended Jan 4, 2015
		(in thousands, except per share data)
Net sales		$	16,378			$	63,879			$	126,480			$	126,637
Cost of sales			12,717				48,984				95,020				94,662
Gross profit			3,661				14,895				31,460				31,975
SG&A			5,026				12,069				21,326				21,176
Operating (loss) income			(1,365	)			2,826				10,134				10,799
Interest expense			245				2,310				3,667				1,442
Other income			—				22				72				72
(Loss) income before taxes			(1,610	)			538				6,539				9,429
(Benefit) provision for income taxes			(450	)			286				2,074				3,144
Net (loss) income		$	(1,160	)		$	252			$	4,465			$	6,285
Basic earnings per share						$	0.05			$	0.66			$	0.74
Diluted earnings per share						$	0.05			$	0.65			$	0.73
Basic weighted average shares outstanding							5,067				6,740				8,452
Diluted weighted average shares outstanding							5,067				6,864				8,576

as if each had been completed on December 30, 2013 (first day of the 2014 fiscal year). For information as to how the amounts were derived, see “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The following table presents unaudited summary balance sheet data on an actual basis and as adjusted to reflect this offering. As adjusted numbers reflect the sale of shares of our common stock at an assumed initial public offering price of $9.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The net proceeds from the offering will be used to repay the 16% senior subordinated note in the principal amount of $13.13 million, together with accrued interest through the date of payment, and to temporarily reduce borrowings under the revolver portion of our senior secured credit facility.

		As of March 29, 2015				As adjusted March 29, 2015
		(in thousands)
Total current assets		$	34,924			$	34,924
Property, plant and equipment, net			18,746				18,746
Intangible assets			31,401				31,401
Total assets			86,453				86,453
Total current liabilities (1)			17,507				17,507
Long-term debt			38,274				24,321
Redeemable common stock (2)			7,201				0
Total stockholders’ equity			17,036				38,191

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The operating and financial restrictions and covenants in this debt agreement and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

Our substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness.

Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness. Our indebtedness could have other important consequences to you as a stockholder. For example, it could:

Any of the above listed factors could materially adversely affect our business, financial condition and results of operations.

The senior secured credit facility contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.

Our major customers may exert significant influence over us.

The vehicle component supply industry has traditionally been highly fragmented and serves a limited number of large OEMs. As a result, OEMs have historically had a significant amount of leverage over their outside suppliers. Our contracts with major OEM and Tier 1 customers frequently provide for an annual productivity cost reduction. Historically, cost reductions through product design changes, increased productivity and similar programs with our suppliers have generally offset these customer-imposed productivity cost reduction requirements. However, if we are unable to generate sufficient production cost savings in the future to offset price reductions, our gross margin and profitability would be adversely affected. In addition, changes in our customers’ purchasing policies or payment practices could have an adverse effect on our business.

The loss or insolvency of any of our major customers would adversely affect our future results.

We are dependent on several principal customers. Our three largest customers accounted for approximately 17.7% of our net sales for the year ended January 4, 2015. We have not entered into long-term agreements with any of our customers. Instead, we enter into a number of purchase order commitments with our customers, based on their current or projected needs. We have in the past lost, and may in the future, lose customers due to the highly competitive conditions in the automotive supply industry, including pricing pressures. A decision by any significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to materially decrease the amount of products purchased from us, to change their manner of doing business with us or to stop doing business with us could have a material adverse effect on our business, financial condition and results of operations.

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We have no long-term contracts with customers.

We supply our products based on purchase orders placed by our customers from time to time but have no long-term contracts with our customers. We will commit to end-product pricing for a specified quantity of product for the duration of the vehicle’s production, generally three to five years. In the past, we successfully mitigated price volatility though aggressive supplier management and alternative material substitution strategies. Typically, our products are refreshed during a vehicle’s production life creating opportunities to modify pricing if material costs have risen. However, there can be no assurance that we will be able to implement or sustain such strategies in the future or modify pricing to pass material costs to customers. Our inability to do so could materially adversely affect our business, financial condition and results of operation.

Our inability to compete effectively in the highly competitive vehicle component supply industry could result in lower prices for our products, reduced gross margins and loss of market share, which could have an adverse effect on our revenues and operating results.

The vehicle component supply industry is highly competitive. Our products primarily compete on the basis of price, breadth of product offerings, product quality, technical expertise and development capability, product delivery and product service. Increased competition may lead to price reductions resulting in reduced gross margins and loss of market share.

Current and future competitors may make strategic acquisitions or establish cooperative relationships among themselves or with others, foresee the course of market development more accurately than we do, develop products that are superior to our products, produce similar products at lower cost than we can or adapt more quickly to new technologies, industry or customer requirements. By doing so, they may enhance their ability to meet the needs of our customers or potential future customers. These developments could limit our ability to obtain revenues from new customers and to maintain existing revenues from our customer base. We may not be able to compete successfully against current and future competitors and the failure to do so may have a material adverse effect on our business, operating results and financial condition.

We rely on raw materials suppliers in our business and significant shortages, supplier capacity constraints or supplier production disruptions could adversely affect our financial condition and operating results.

Our reliance on suppliers to secure raw materials exposes us to volatility in the prices and availability of our products. A disruption in deliveries from suppliers could have a material adverse effect on our ability to meet our commitments to customers or increase our operating costs. Moreover, the cost of raw materials used in the production of our products, represents a significant portion of our direct manufacturing costs. The number of customers to which we are not able to pass on such price increases may increase in the future. We believe that our supply management and production practices are based on an appropriate balancing of the foreseeable risks and the costs of alternative practices. Nonetheless, price increases, supplier capacity constraints, supplier production disruptions or the unavailability of some raw materials may have a material adverse effect on our cash flows, competitive position, financial condition or results of operations. If we are not able to buy raw materials at fixed prices, or pass on price increases to our customers, we may lose orders or enter into orders with less favorable terms, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We conduct certain of our manufacturing in Mexico and, therefore, are subject to risks associated with doing business outside the United States, including the possible effects of currency exchange rate fluctuations.

We have a manufacturing facility in Mexico. There are a number of risks associated with doing business in Mexico, including, exposure to local economic and political conditions, social unrest, including risks of terrorism or other hostilities, export and import restrictions, and the potential for shortages of trained labor. Our sales are denominated in U.S. dollars. Because a portion of our manufacturing costs are incurred in Mexican pesos, fluctuations in the U.S. dollar/Mexican peso exchange rate may have a material effect on our profitability, cash flows, financial position, and may significantly affect the comparability of our results between financial periods. Any depreciation in the value of the U.S. dollar in relation to the value of the Mexican peso will adversely affect the cost of our Mexican operations when translated into U.S. dollars.

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Similarly, any appreciation in the value of the U.S. dollar in relation to the value of the Mexican peso will decrease the cost of our Mexican operations when translated into U.S. dollars. These risks may materially adversely impact our business, results of operations and financial condition.

Prior periods of weakness in the global economy, the global credit markets and the financial services industry severely and negatively affected demand for automobiles and automobile parts and our business, financial condition, results of operations and cash flows.

Demand for and pricing of our products are subject to economic conditions and other factors present in the various markets where our products are sold. The level of demand for our products depends primarily upon the level of consumer demand for new vehicles that are manufactured with our products. The level of new vehicle purchases is cyclical, affected by such factors as general economic conditions, interest rates, consumer confidence, consumer preferences, patterns of consumer spending, fuel costs and the automobile replacement cycle.

The global economic crisis that prevailed throughout 2008 and 2009 resulted in delayed and reduced purchases of durable consumer goods, such as automobiles. Although the global economic climate has improved since 2009, if the global economy were to take another significant downturn, depending upon its length, duration and severity, our business, financial condition, results of operations and cash flow would again be materially adversely affected.

Our business is cyclical in nature and downturns in the automotive industry could reduce the sales and profitability of its business.

The demand for our products is largely dependent on the North American production of automobiles. The markets for our products have been cyclical, because new vehicle demand is dependent on, among other things, consumer spending and is tied closely to the overall strength of the economy. Because our products are used principally in the production of vehicles for the automotive market, our net sales, and therefore results of operations, are significantly dependent on the general state of the economy and other factors which affect these markets. A decline in vehicle production would adversely impact our results of operations and financial condition. In addition, the North American automotive market experienced a downturn during 2008 and 2009 as a result of general weakness in the North American economy. Although North American vehicle production continued to recover in 2013 and 2014 over the prior year periods, we cannot provide any assurance as to the length or level of the recovery from the recent decline, and any extended downturn could again materially affect our business, financial condition and results of operations.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash to fund all of our operations and expenses, including to make payments on debt obligations of the holding company and make future dividend payments, if any.

Our operations are conducted entirely through our subsidiaries and our ability to generate cash to fund all of our operations and expenses and to pay dividends or to meet any debt service obligations of the holding company is highly dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. We currently expect to declare or pay dividends on our common stock; however, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreement governing our bank term loan and revolving credit facility, for which our subsidiary, Unique Fabricating NA is the borrower, restricts the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. In addition, the laws of the jurisdictions in which our subsidiaries are organized may impose requirements that may restrict the ability of subsidiaries to pay dividends to us.

We may pursue acquisitions that involve inherent risks, any of which may cause us to not realize anticipated benefits.

Our business strategy includes the potential acquisition of businesses that we expect will complement and expand our business. For example, we acquired substantially all of the assets of PTI and Chardan. We may not be able to successfully identify suitable acquisition opportunities or complete any particular acquisition, combination or other transaction on acceptable terms. Our identification of suitable acquisition candidates

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involves risks inherent in assessing the values, strengths, weaknesses, risks and profitability of these opportunities including their effects on our business, diversion of our management’s attention and risks associated with unanticipated problems or unforeseen liabilities. If we are successful in pursuing future acquisitions, we may be required to expend significant funds, incur additional debt, or issue additional securities, which may materially and adversely affect our results of operations and be dilutive to our stockholders. If we spend significant funds or incur additional debt, our ability to obtain financing for working capital or other purposes could decline and we may be more vulnerable to economic downturns and competitive pressures. In addition, we cannot guarantee that we will be able to finance additional acquisitions or that we will realize any anticipated benefits from acquisitions that we complete. Should we successfully acquire another business, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of our existing business. Our failure to identify suitable acquisition opportunities may restrict our ability to grow our business.

Failure to successfully integrate the PTI Business, and the additional indebtedness incurred to finance the PTI Business acquisition, could adversely impact the price of our common stock and future business and operations.

On December 18, 2013, we completed our acquisition of the PTI Business. Our integration of the PTI Business into our operations will be a complex and time-consuming process that may not be successful. The primary areas of focus for successfully combining the PTI Business with our operations may include, among others: retaining and integrating management and other key employees; integrating information, communications and other systems; managing our growth after the acquisition; retaining customers; and integrating the supply chain. Even if we successfully integrate the PTI Business into our existing operations, we may not realize the anticipated benefits of the transaction. The anticipated benefits and cost savings may not be realized fully, or at all, or may take longer to realize than expected.

Following our acquisition of the PTI Business, our consolidated indebtedness increased. The increased indebtedness and higher debt-to-equity ratio of our company may have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and increasing borrowing costs. Our level of indebtedness could have important consequences. For example, it may: require a portion of our cash flow from operations for the payment of principal of, and interest on, our indebtedness, thus reducing our ability to use our cash flow to fund working capital, capital expenditures and general corporate requirements; and limit our ability to obtain additional financing to fund working capital, capital expenditures, additional acquisitions or general corporate requirements.

We may experience increased costs and other disruptions to our business associated with labor unions.

As of March 29, 2015, we had 620 full-time employees, of whom 439 are hourly and 181 are salaried. 151 of our hourly employees are represented by labor unions and covered by collective bargaining agreements. We cannot assure you that other of our employees will not be represented by a labor organization in the future or that any of our facilities will not experience a work stoppage or other labor disruption. Many of our customers and their suppliers also have unionized work forces. Work stoppages or slow-downs experienced by customers or their other suppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles. After years of being barred from striking against GM and Chrysler as a condition of government sponsored bail-outs, the United Auto Workers no longer is subject to such restriction. It has been reported that the UAW has prepared strike contingency plans in connection with the negotiations with General Motors, Ford and Chrysler that will replace existing contracts expiring in September 2015. Any work stoppage or other labor disruption involving our employees, employees of our customers (many of which customers have employees who are represented by unions), or employees of our suppliers could have a material adverse effect on our business, financial condition or results of operations by disrupting our ability to manufacture its products or reducing the demand for its products.

We would be adversely affected by the loss of key personnel.

Our success is dependent upon the continued services of our senior management team and other key employees. Although certain key members of our senior management have employment agreements for their continued services, there is no guaranty that each such person will choose to remain with us. The loss of any

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key employees (including such members of our senior management team) could materially adversely affect our business, results of operations and financial condition.

In addition, our success depends in part on our ability to attract, hire, train and retain qualified managerial, engineering, sales and marketing personnel. We face significant competition for these types of employees in our industry. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully. The loss of any member of our senior management team or other key employees could impair our ability to execute our business plans and strategic initiatives, cause us to lose customers and experience reduced net sales, or lead to employee morale problems and/or the loss of other key employees. In any such event, our financial condition, results of operations, internal control over financial reporting, or cash flows could be adversely affected.

Our results of operations may be negatively impacted by product liability lawsuits and claims.

Our automotive products expose us to potential product liability risks that are inherent in the design, manufacture, sale and use of our products. While we currently maintain what we believe to be suitable product liability insurance, we cannot assure you that we will be able to maintain this insurance on acceptable terms, that this insurance will provide adequate protection against potential liabilities or that our insurance providers will successfully weather the current economic downturn. One or more successful claims against us could materially and adversely affect our reputation and our financial condition, results of operations and cash flows.

Our businesses are subject to statutory environmental and safety regulations in multiple jurisdictions, and the impact of any changes in regulation and/or the violation of any applicable laws and regulations by our businesses could result in a material and adverse effect on our financial condition and results of operations.

We are subject to foreign, federal, state, and local laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues. We are also required to obtain permits from governmental authorities for certain of our operations. We cannot assure you that we are, or have been, in complete compliance with such environmental and safety laws, regulations and permits. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators. In some instances, such a fine or sanction could have a material and adverse effect on us. The environmental laws to which we are subject have become more stringent over time, and we could incur material expenses in the future to comply with environmental laws. We are also subject to laws imposing liability for the cleanup of contaminated property. Under these laws, we could be held liable for costs and damages relating to contamination at our past or present facilities and at third party sites to which we sent waste containing hazardous substances. The amount of such liability could be material.

Certain of our operations generate hazardous substances and wastes. If a release of such substances or wastes occurs at or from our properties, or at or from any offsite disposal location to which substances or wastes from our current or former operations were taken, or if contamination is discovered at any of our current or former properties, we may be held liable for the costs of cleanup and for any other response by governmental authorities or private parties, together with any associated fines, penalties or damages. In most jurisdictions, this liability would arise whether or not we had complied with environmental laws governing the handling of hazardous substances or wastes.

We may be adversely affected by the impact of government regulations on our customers.

Although the products we manufacture and supply to vehicle customers are not subject to significant government regulation, our business is indirectly impacted by the extensive governmental regulation applicable to vehicle customers. These regulations primarily relate to emissions and noise standards imposed by the Environmental Protection Agency, or EPA, state regulatory agencies, such as the California Air Resources Board, or CARB, and other regulatory agencies around the world. Vehicle customers are also subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards

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promulgated by the National Highway Traffic Safety Administration. Changes in emission standards and other proposed governmental regulations could impact the demand for vehicles and, as a result, indirectly impact our operations. For example, new emission standards governing heavy-duty (Class 8) diesel engines that went into effect in the United States on October 1, 2002 and January 1, 2007 resulted in significant purchases of new trucks by fleet operators prior to such date and reduced short term demand for such trucks in periods immediately following such date. New emission standards for truck engines used in Class 5 to 8 trucks imposed by the EPA and CARB became effective in 2010. To the extent that current or future governmental regulation has a negative impact on the demand for vehicles, our business, financial condition or results of operations could be adversely affected.

We have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringing upon our rights.

Our success depends to a certain degree on our ability to protect our intellectual property and to operate without infringing on the proprietary rights of third parties. We have not been issued patents and have not registered trademarks with respect to our products. Our competitors could duplicate our designs, processes or other intellectual property or design around any processes or designs on which we may obtain patents or trademark protection in the future. In addition, it is possible that third parties may have or acquire licenses for other technology or designs that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third party rights.

We protect trade secrets, know-how and other confidential information against unauthorized use by others or disclosure by persons who have access to them, such as our employees, through contractual or other arrangements. These arrangements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our revenues could be materially adversely affected.

Risks Related to Our Common Stock and this Offering

There has been no prior public market for our common stock and an active trading market may not develop.

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the NYSE MKT or otherwise or how liquid that market might become. The lack of an active market may impair the value of your shares and your ability to sell your shares at the time you wish to sell them. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to acquire other companies, products or technologies by using our common stock as consideration.

Our initial application to list our common stock on the NYSE MKT may not be approved and even if it is approved, there is no guarantee that we will be able to maintain our listing on the NYSE MKT.

Our common stock is not currently traded on any public market, but we have applied to list our common stock on the NYSE MKT. There is no guarantee that the NYSE MKT will approve our initial listing application or that we will be able to remedy any problems identified by the NYSE MKT that would prevent our listing. Additionally, even if we are listed on the NYSE MKT, we will be required to comply with certain quantitative and qualitative continued listing requirements, including a minimum bid price and corporate governance requirements. If we fail to meet these continued listing requirements, we may receive notification from the NYSE MKT of such failure, which must be publicly filed, and we could eventually be delisted from the NYSE MKT.

We expect that the price of our common stock will fluctuate substantially and you may not be able to sell your shares at or above the offering price.

You should consider an investment in our common stock risky and invest only if you can withstand a significant loss and wide fluctuations in the market value of your investment. The initial public offering price for the shares of our common stock sold in this offering will be determined by negotiation between us and the

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underwriters and will be based on several factors. This price may not reflect the market price of our common stock following this offering. You may be unable to sell your shares of common stock at or above the initial public offering price due to fluctuations in the market price of our common stock arising from changes in our operating performance or prospects. In addition, the volatility of automotive parts company stocks often does not correlate to the operating performance of the companies represented by such stocks. Some of the factors that may cause the market price of our common stock to fluctuate include:

These and other external factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit regardless of the merits of the case or the eventual outcome. Such a lawsuit also would divert the time and attention of our management.

We may not be able to pay dividends.

We currently plan to pay dividends quarterly. However, our ability to pay dividends will be affected by our results and our needs for funds for use in our operations and to expand our business. In addition, our senior secured credit facility contains financial covenants which may have the effect of precluding or limiting the amounts that we can pay as dividends.

If our executive officers, directors and principal stockholders choose to act together, they will be able to exert significant influence over us and our significant corporate decisions and may act in a manner that advances their best interests and not necessarily those of other stockholders.

Upon completion of this offering, our executive officers, directors, and beneficial owners of 5% or more of our outstanding common stock and their affiliates will beneficially own approximately 33.9% of our outstanding common stock (excluding any shares that may be purchased in this offering), or approximately 32.9% if the underwriters’ option to purchase additional shares is exercised in full (excluding any shares that may be purchased in this offering). As a result, these persons, acting together, will have the ability to significantly influence the outcome of all matters requiring stockholder approval, including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets, and they may act in a manner that advances their best interests and not necessarily those of other stockholders, including investors in this offering, by among other things:

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Our directors who have relationships with Taglich or Peninsula may have conflicts of interest with respect to matters involving our Company.

Two of our directors, Mr. Baum and Mr. Cooke, are associated with Taglich Private Equity and Taglich Brothers, an underwriter of this offering, respectively. In addition, another director, Mr. Illikman is a partner of Peninsula Capital Partners LLC, a mezzanine and equity capital fund manager which organized and manages Peninsula Fund V, Limited Partnership, our largest stockholder. Of our other directors, two, Mr. Frascoia and Mr. Viola have been designated by Taglich Private Equity, and one, Ms. Korth has been designated by Peninsula. As we note elsewhere in this prospectus, Taglich Brothers, Inc. has a conflict of interest in offering our shares because of ownership of our stock by certain of its affiliates and because certain associates are members of our board. Due to this conflict of interest, Roth Capital Partners is acting as a qualified independent underwriter. However, in the future, our directors who are affiliated with Taglich or Peninsula may face real or apparent conflicts of interest with matters affecting both us and Taglich or Peninsula.

Securities analysts may not initiate coverage of our common stock or may issue negative reports, which may have a negative impact on the market price of our common stock.

Securities analysts may elect not to provide research coverage of our common stock after the completion of this offering. If securities analysts do not cover our common stock after the completion of this offering, the lack of research coverage may cause the market price of our common stock to decline. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more of the analysts who elect to cover us downgrade our stock, our stock price would likely decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline. In addition, under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and a global settlement among the Securities and Exchange Commission, or the SEC, other regulatory agencies and a number of investment banks, which was reached in 2003, many investment banking firms are required to contract with independent financial analysts for their stock research. It may be difficult for a company such as ours, with a smaller market capitalization, to attract independent financial analysts that will cover our common stock. This could have a negative effect on the market price of our stock.

Investors in this offering will pay a much higher price than the book value of our common stock and, therefore, will incur immediate and substantial dilution of your investment.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. You will incur immediate and substantial dilution of $8.24 per share, representing the difference between the initial public offering price per share of our common stock and our pro forma net tangible book value per share after giving effect to this offering based on an assumed initial public offering price of $9.00 per share of our common stock, which is the midpoint of the price range set forth on the cover of this prospectus. In the past, we have also issued options and warrants to acquire common stock at prices significantly below the assumed initial public offering price. To the extent these outstanding options and warrants are ultimately exercised, you will sustain further dilution. For a further description of the dilution you will incur in this offering, see the “Dilution” section of this prospectus.

Future sales of our common stock in the public market after this offering may cause our stock price to decline and impair our ability to raise future capital through the sale of our equity securities.

Upon completion of this offering, our current stockholders will hold a substantial number of shares of our common stock that they will be able to sell in the public market. Sales by our current stockholders of a substantial number of shares after this offering or the perception that substantial sales may be made, could significantly reduce the market price of our common stock. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate. Our stockholders are subject to lock-up agreements with the Company, which the Company may not waive without the consent of Roth Capital Partners. Roth Capital Partners, in its sole discretion, may release those parties, at any time or from time to

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time and without notice, from their obligation not to dispose of shares of common stock for a period of 180 days after the date of this prospectus. Roth Capital Partners has no pre-established conditions to waiving the terms of the lock-up agreements, and any decision by it to waive those conditions would depend on a number of factors, which may include market conditions, the performance of the common stock in the market and our financial condition at that time.

After this offering, we will have outstanding 8,614,998 shares of common stock, based upon shares of common stock outstanding as of June 1, 2015, which assumes no exercise of the underwriters’ over-allotment option and no exercise of outstanding options or warrants. This includes the shares we are selling in this offering, which, other than shares that may be purchased by certain associates of Taglich Brothers which will be subject to lock-up restrictions, may be resold in the public market immediately. All of the remaining shares, and 166,524 shares issuable upon exercise of currently exercisable warrants and stock options will be subject to lock-up restrictions. 3,949,596 shares have been beneficially owned by non-affiliates for more than one year, and upon expiration of the lock-up restrictions will be tradable without restriction under Rule 144 immediately.

Following the completion of this offering, we also intend to register all shares of our common stock that we may issue pursuant to the 2013 Stock Incentive Plan and the 2014 Omnibus Performance Award Plan. Shares issued by us upon exercise of options granted under our stock plans would be eligible for sale in the public market upon the effective date of the registration statement for those shares, subject to the lock-up agreements described in the “Underwriting” section of this prospectus. If any of these holders cause a large number of securities to be sold in the public market, the sales could reduce the trading price of our common stock. These sales also could impede our ability to raise future capital. Please see the “Shares Eligible for Future Sale” section of this prospectus for a description of sales that may occur in the future.

Our management team may allocate the proceeds of this offering in ways in which you may not agree.

We intend to use the net proceeds from this offering to increase our capitalization and financial flexibility by repaying our 16% senior subordinated note, increase our visibility in the marketplace and create a public market for our common stock. In addition to repaying the 16% senior subordinated note, we intend to use a portion of the net proceeds to temporarily reduce borrowings under the revolver portion of the senior credit facility. Our ability to re-borrow the amounts paid under the revolver will depend on our compliance with the terms of the senior credit facility. There can be no assurance that we will be able to re-borrow under the senior credit facility amounts repaid with the net proceeds of this offering. We retain broad discretion in the use of proceeds and our ultimate use of these proceeds may vary substantially from their currently intended use. If we exercise our discretion in the use of the net proceeds, stockholders may not agree with such uses, and we may use the net proceeds in a manner that does not increase our operating results or market value.

Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent a change in control, even if an acquisition would be beneficial to our stockholders, which could affect our stock price adversely and prevent attempts by our stockholders to replace or remove our current management.

Our restated certificate of incorporation and restated bylaws that will be in effect upon the completion of this offering contain provisions that could discourage, delay or prevent a merger, acquisition or other change in control of our company or changes in our board of directors that our stockholders might consider favorable, including transactions in which you might receive a premium for your shares. These provisions also could limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. Stockholders who wish to participate in these transactions may not have the opportunity to do so. Furthermore, these provisions could prevent or frustrate attempts by our stockholders to replace or remove management. These provisions:

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In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock. Any delay or prevention of a change in control transaction or changes in our board of directors could cause the market price of our common stock to decline.

Risks Related to Public Companies

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we have only included two years, rather than the customary three, of audited financial statements and two years, rather than the customary five, of selected financial data in this prospectus. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We are electing to delay such adoption of new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. As a result of this election, our financial statements may not be comparable to the financial statements of other public companies that comply with all public company accounting standards.

We may take advantage of these exemptions until we are no longer an emerging growth company. Under the JOBS Act, we may be able to maintain emerging growth company status for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second quarter during any fiscal year before the end of such five-year period or if we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time, in which cases we would no longer be an emerging growth company as of the following December 31. Additionally, if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time, we would cease to be an emerging growth company immediately. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict whether investors will find our common stock less attractive because of our reliance on any of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

New regulations related to conflict minerals may force us to incur additional expenses and otherwise adversely impact our business.

The U.S. Securities and Exchange Commission, or the SEC, has promulgated final rules mandated by the Dodd-Frank Act regarding disclosure of the use of tin, tantalum, tungsten and gold, known as conflict minerals, in products manufactured by public companies. These new rules require ongoing due diligence to determine whether such minerals originated from the Democratic Republic of Congo, or the DRC, or an adjoining country and whether such minerals helped finance the armed conflict in the DRC. Reporting obligations for the rule began May 31, 2014 and are required annually thereafter. As a new public company, we will be required to comply with the reporting obligations beginning with our fiscal year ended January 1,

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2017. There will be costs associated with complying with these disclosure requirements, including costs to determine the origin of conflict minerals in our products. The implementation of these rules and their effect on customer, supplier and/or consumer behavior could adversely affect the sourcing, supply and pricing of materials used in our products. As a result, we may also incur costs with respect to potential changes to products, processes or sources of supply. We may face disqualification as a supplier for customers and reputational challenges if the due diligence procedures we implement do not enable us to verify the origins for all conflict minerals used in our products or to determine if such conflict minerals are conflict-free. Accordingly, the implementation of these rules could have a material adverse effect on our business, results of operations and/or financial condition.

We will incur increased costs as a result of being a public company, particularly after we are no longer an “emerging growth company” and our management expects to devote substantial time to public company compliance programs.

As a public company, and increasingly after we are no longer an “emerging growth company” or a “smaller reporting company” we will incur significant legal, insurance, accounting and other expenses that we did not incur as a private company. In addition, our administrative staff will be required to perform additional tasks. For example, in anticipation of becoming a public company, we will need to adopt additional internal controls and disclosure controls and procedures, engage a transfer agent, adopt an insider trading policy and bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from product development and commercialization activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. In addition, if we are unable to continue to meet these requirements, we may not be able to maintain the listing of our common stock on the NYSE MKT which would likely have a material adverse effect on the trading price of our common stock.

In connection with this offering, we are increasing our directors’ and officers’ insurance coverage, which will increase our insurance cost. In the future, it will be more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors, particularly to serve on our audit and compensation committees.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could result in material misstatements of our annual or interim financial statements and have a material adverse effect on our business and share price.

We are not currently required to comply with the SEC’s rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not yet required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will however be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report. This assessment will need to include the disclosure of any material weaknesses or significant deficiencies in our internal control over financial reporting identified by our management or our independent registered public accounting firm. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting, including the audit committee of the board of directors.

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Finally, as a private company, we have not previously been required to prepare quarterly financial statements, nor have we been required to generate financial statements in the time periods mandated for public companies by the SEC’s reporting requirements. We believe that we will need to expand our accounting resources, including the size and expertise of our internal accounting team, to effectively execute a quarterly close process and on an appropriate time frame for a public company. If we are unsuccessful or unable to sufficiently expand these resources, we may not be able to produce U.S. GAAP-compliant financial statements on a time frame required to comply with our reporting requirements under the Exchange Act, and the financial statements we produce may contain material misstatements, either of which could cause investors to lose confidence in our financial reports and our financial reporting generally, which could lead to a decline in the trading price of our common stock.

Our independent registered public accounting firm identified two material weaknesses and a significant deficiency which we have not yet remedied. A material weakness or significant deficiency increases the possibility that a material misstatement of our financial statements will not be prevented or detected and could adversely affect investor confidence in us and the trading price of our common stock.

In connection with our audits for the years ended January 4, 2015 and December 29, 2013, our independent registered public accounting firm identified two material weaknesses: one that the chief financial officer had almost complete responsibility for the processing of financial information and the second that our financial department did not have available capacity to process in a timely manner complex, non-routine transactions. Our independent registered public accounting firm also identified a significant deficiency in the internal controls at one of our subsidiaries: one individual at the subsidiary had full access to network and financial applications and the ability to post transactions without additional review procedures.

We have begun to address the material weaknesses and significant deficiency identified by our independent registered public accounting firm by hiring additional senior accounting staff, but have not yet remediated the material weaknesses and significant deficiency. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date we (1) are no longer an “emerging growth company” as defined in the JOBS Act and (2) no longer qualify as a “smaller reporting company,” as defined under the Securities Exchange Act of 1934 or the Exchange Act. However, in the event that our internal controls over financial reporting are perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the trading price of our common stock could decline.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, and our capitalization as of March 29, 2015:

•

on an actual basis; and

•

on a pro forma as adjusted basis, giving effect to our sale and issuance of 1,875,000 shares of our common stock in this offering at an assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus and after deducting the underwriting discount and estimated offering expenses payable by us and application of the net proceeds to repay our 16% senior subordinated note and temporarily reduce borrowings under our senior secured credit facility.

•

on a pro forma as adjusted basis, giving effect to the reclassification of redeemable common stock to stockholders’ equity as Peninsula has agreed to terminate its right to require us to repurchase its 1,415,400 shares of common stock effective upon the closing of this offering in exchange for us granting it certain registration rights.

You should read the information in this table together with “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Common Stock,” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

		March 29, 2015
		Actual				Adjustments (1)				Pro Forma As Adjusted
		(in thousands)
Cash and cash equivalents		$	662				—			$	662
Senior secured credit facility, including current portion			27,167				(1,241	)			25,926
16% senior subordinated note (2)			12,713				(12,713	)			—
Other debt			538				—				538
Total debt (3)			40,418								26,464
Redeemable common stock – 2,415,399 shares issued and outstanding, actual and 0 shares issued and outstanding, pro forma as adjusted (4)			7,201				(7,201	)			0
Stockholders’ equity:
Common stock, $0.001 par value – 15,000,000 shares authorized and 4,324,599 shares issued and outstanding, actual; 15,000,000 shares authorized and 8,614,998 shares issued and outstanding, pro forma as adjusted (5)			4				10				14
Additional paid-in capital (6)			13,730				21,565				35,295
Retained earnings (2)			3,302				(420	)			2,882
Total stockholders’ equity			17,036								38,191
Total capitalization		$	64,655							$	64,655

(1)

Adjustments give effect to this offering and the anticipated use of net proceeds. Proceeds remaining after payment of the 16% senior subordinated note will be used to temporarily reduce borrowings under the revolver portion of the senior secured credit facility. Amounts paid under the facility will be available to be re-borrowed subject to compliance with the terms of the facility.

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A $1.00 increase (decrease) in the assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease (increase) the amounts of our pro forma senior secured credit facility by $1.72 million, while increasing (decreasing) stockholders’ equity by $1.72 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and terms of this offering determined at pricing.

The outstanding share information in the pro forma column and the pro forma as adjusted column in the capitalization table above does not include:

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after completion of this offering.

Our historical net tangible book value as of March 29, 2015 was $(7.43 million), or $(1.10) per share. After giving effect to the sale by us of shares of our common stock in this offering at the assumed initial public offering price of $9.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 29, 2015, giving effect to our intended use of the net proceeds of this offering, would have been $6.52 million, or $0.76 per share (1). This represents an immediate increase in pro forma net tangible book value of $1.86 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $8.24 per share to investors purchasing shares of our common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution:

Assumed initial public offering price per share						$	9.00
Net tangible book value per share as of March 29, 2015, before giving effect to this offering		$	(1.10	)
Increase in pro forma as adjusted net tangible book value per share attributable to new investors			1.86
Pro forma as adjusted net tangible book value per share after giving effect to this offering							0.76
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering						$	8.24

(1)

The pro forma as adjusted net tangible book value and value per share as of March 29, 2015 is calculated as follows:

		(in thousands, except per share data)
Total actual assets		$	86,453
Less: Debt issuance costs			(267	)
Less: Goodwill			(15,183	)
Less: Intangible assets			(16,217	)
Total pro forma assets			54,786
Total actual liabilities			62,217
Less: Senior secured credit facility adjustment			(1,241	)
Less: 16% senior subordinated note adjustment			(12,713	)
Total pro forma liabilities			48,263
Pro forma as adjusted total net tangible book value		$	6,523
Weighted average shares outstanding			8,615
Pro forma as adjusted net tangible book value per share		$	0.76

Our pro forma as adjusted net tangible book value will be $8.85 million, or $1.00 per share, and the dilution per share of common stock to new investors will be $8.00, if the underwriters’ option to purchase additional shares is exercised in full.

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Each $1.00 increase (decrease) in the assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $1.73 million, or $0.19 per share, and the pro forma dilution per share to investors in this offering by $0.81 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount.

The following table presents, as of March 29, 2015, the differences between existing stockholders and new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes gross proceeds received from the issuance of our common stock and the average price per share paid or to be paid to us at the assumed initial public offering price of $9.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discount and estimated offering expenses payable by us:

		Shares Purchased								Total Consideration								Average Price Per Share
		Number				Percent				Amount				Percent
Existing stockholders			6,739,998				78.2	%		$	19,299,999				53.4	%		$	2.86
New investors			1,875,000				21.8	%			16,875,000				46.6	%			9.00
Total			8,614,998				100.0	%		$	36,174,999				100.0	%		$	4.20

Each $1.00 increase (decrease) in the assumed initial public offering price of $9.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $1,875,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, before deducting the underwriting discount.

If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by existing stockholders after this offering would be 6,739,998, or 75.8%, and the number of shares held by new investors would increase to 2,156,250, or 24.2%, of the total number of shares of our common stock outstanding after this offering.

The tables and discussion above is based on 6,739,998 shares outstanding as of March 29, 2015 and excludes:

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma statements of operations for the twelve weeks ended March 29, 2015 and year ended January 4, 2015 present our consolidated results of operations after giving effect to:

as if each had been completed on December 30, 2013 (the first day of the 2014 fiscal year). The unaudited pro forma financial information has been prepared based on our historical consolidated financial statements, the historical financial statements of Chardan and the assumptions and adjustments described in the notes to the unaudited pro forma financial information below. The adjustments necessary to fairly present the unaudited pro forma financial information have been based on available information and assumptions we believe are reasonable and are presented for illustrative purposes only. The unaudited pro forma financial information does not purport to represent our consolidated results of operations that would actually have occurred had the transactions referred to above been consummated on the dates assumed or to project our consolidated results of operations for any future date or period. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

Our historical financial information and the historical information for Chardan have been derived from consolidated financial statements and related notes to such financial statements included elsewhere in this prospectus.

For purposes of the unaudited pro forma financial information, we have assumed that shares of common stock will be issued by us at a price per share equal to the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

The unaudited pro forma financial information should be read together with “Capitalization,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the financial statements of Chardan and related notes to such financial statements included elsewhere in this prospectus.

Twelve Weeks Ended March 29, 2015

		Unique				IPO Adjustments				Unique Pro Forma
		(in thousands, except per share data)
Net sales		$	32,431			$	—			$	32,431
Cost of sales			24,507				—				24,507
Gross profit			7,924				—				7,924
SG&A expenses			5,243				—				5,243
Operating income			2,681				—				2,681
Interest expense			859				(553	) (1)			306
Other income			7				—				7
Income before taxes			1,829				553				2,382
Provision for income taxes			636				204	(2)			840
Net income		$	1,193			$	349			$	1,542
Basic earnings per share (3)		$	0.18							$	0.18
Diluted earnings per share (3)		$	0.17							$	0.18

Notes to unaudited pro forma statement of operations

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Unique
Net income		$	1,193				Net income			$	1,193
Weighted average shares outstanding			6,740				Weighted average shares outstanding				6,740
Basic earnings per share		$	0.18				Effects of dilutive securities:
							Stock options				192
							Warrants				75
							Diluted weighted average shares   outstanding				7,007
							Diluted earnings per share			$	0.17

Unique Pro Forma
Net income		$	1,542				Net income			$	1,542
Weighted average shares outstanding			6,740				Weighted average shares outstanding				6,740
Shares impact of offering			1,712				Effects of dilutive securities:
Pro forma weighted average shares outstanding			8,452				Stock options				192
Pro forma basic earnings per share		$	0.18				Warrants				75
							Shares impact of offering				1,712
							Pro forma diluted weighted average shares outstanding				8,719
							Pro forma diluted earnings per share			$	0.18

Fifty Two Weeks Ended January 4, 2015

		Unique				Chardan				Pro Forma Adjustments				As Adjusted Before Offering				IPO Adjustments				Unique Pro Forma
		(in thousands, except per share data)
Net sales		$	126,480			$	514			$	(357	) (1)		$	126,637			$	—			$	126,637
Cost of sales			95,020				384				(742	) (1) (2) (3)			94,662				—				94,662
Gross profit			31,460				130				385				31,975				—				31,975
SG&A expenses			21,326				75				(225	) (4) (5)			21,176				—				21,176
Operating income			10,134				55				610				10,799				—				10,799
Interest expense			3,667				—				15	(6)			3,682				(2,240	) (8)			1,442
Other income			72				—				—				72				—				72
Income before taxes			6,539				55				595				7,189				2,240				9,429
Provision for income taxes			2,074				—				241	(7)			2,315				829	(7)			3,144
Net income		$	4,465			$	55			$	354			$	4,874			$	1,411			$	6,285
Basic earnings per share (9)														$	0.72							$	0.74
Diluted earnings per share (9)														$	0.71							$	0.73

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Notes to unaudited pro forma statement of operations.

As Adjusted Before Offering
Net income		$	4,874				Net income			$	4,874
Weighted average shares outstanding			6,740				Weighed average shares outstanding				6,740
Basic earnings per share		$	0.72				Effects of dilutive securities:
							Stock options				86
							Warrants				38
							Diluted weighted average shares   outstanding				6,864
							Diluted earnings per share			$	0.71

Unique Pro Forma
Net income		$	6,285				Net income			$	6,285
Weighted shares outstanding			6,740				Weighed average shares outstanding				6,740
Shares impact of offering			1,712				Effects of dilutive securities:
Pro forma weighted average shares outstanding			8,452				Stock options				86
Pro forma basic earnings per share		$	0.74				Warrants				38
							Shares impact of offering				1,712
							Pro forma diluted weighted average   shares outstanding				8,576
							Pro forma diluted earnings per share			$	0.73

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, which are included elsewhere in this prospectus. Our policy is that fiscal years end annually on the Sunday closest to December 31. The consolidated statements of operations data for the years ended December 29, 2013 and January 4, 2015 and the consolidated balance sheet data as of December 29, 2013 and January 4, 2015 are derived from the audited consolidated financial statements that are included elsewhere in this prospectus. The unaudited consolidated statements of operations data for the thirteen weeks ended March 30, 2014 and the twelve weeks ended March 29, 2015 and the unaudited consolidated balance sheet data as of March 29, 2015 and March 30, 2014 are derived from the audited consolidated financial statements that are included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

Thirteen Weeks ended March 30, 2014 and Twelve Weeks ended March 29, 2015

The following table sets forth summary historical data for the thirteen weeks ended March 30, 2014 and the twelve weeks ended March 29, 2015. All such data were derived from our financial statements. You should read the information contained in our financial statements and related notes, “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

		Successor				Successor				Pro Forma (1)
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015				Twelve weeks Ended Mar 29, 2015
		(in thousands, except per share data)
Net sales		$	29,117			$	32,431			$	32,431
Cost of sales			22,397				24,507				24,507
Gross profit			6,720				7,924				7,924
SG&A			5,083				5,243				5,243
Operating income			1,637				2,681				2,681
Interest expense			987				859				306
Other income			12				7				7
Income before taxes			662				1,829				2,382
Provision for income taxes			200				636				840
Net income		$	462			$	1,193				1,542
Basic earnings per share		$	0.07			$	0.18			$	0.18
Diluted earnings per share		$	0.07			$	0.17			$	0.18
Basic weighted average shares outstanding			6,740				6,740				8,452
Diluted weighted average shares outstanding			6,740				7,007				8,719
Cash flow data
Cash flow provided by (used in):
Operating activities		$	(316	)		$	1,131
Investing activities			(2,263	)			(1,150	)
Financing activities			2,368				(75	)
Other financial data
Adjusted EBITDA (1)		$	3,076			$	3,541

(1)

See Adjusted EBITDA below for the definition of Adjusted EBITDA and calculation of amounts presented here.

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Year Ended 2013 and 2014

		Predecessor				Successor				Successor				Pro Forma (1)
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year Ended Jan 4, 2015				Year Ended Jan 4, 2015
		(in thousands, except per share data)
Net sales		$	16,378			$	63,879			$	126,480			$	126,637
Cost of sales			12,717				48,984				95,020				94,662
Gross profit			3,661				14,895				31,460				31,975
SG&A			5,026				12,069				21,326				21,176
Operating (loss) income			(1,365	)			2,826				10,134				10,799
Interest expense			245				2,310				3,667				1,442
Other income			—				22				72				72
(Loss) income before taxes			(1,610	)			538				6,539				9,429
(Benefit) provision for income taxes			(450	)			286				2,074				3,144
Net (loss) income		$	(1,160	)		$	252			$	4,465			$	6,285
Basic earnings per share						$	0.05			$	0.66			$	0.74
Diluted earnings per share						$	0.05			$	0.65			$	0.73
Basic weighted average shares outstanding							5,067				6,740				8,452
Diluted weighted average shares outstanding							5,067				6,864				8,576
Cash flow data
Cash flow provided by (used in):
Operating activities		$	(256	)		$	(253	)		$	7,128
Investing activities			(506	)			(45,988	)			(6,011	)
Financing activities			544				47,133				(1,253	)
Other financial data
Adjusted EBITDA (2)		$	1,548			$	6,768			$	14,496

Selected Balance Sheet Information

		Successor
		As of Jan 4, 2015				As of Mar 29, 2015
		(in thousands)
Working capital (1)		$	16,318			$	17,417
Net property, plant and equipment			17,920				18,746
Total assets			84,151				86,453
Total debt			39,972				40,418
Total stockholders’ equity			16,592				17,036

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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 prospectus 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 than measures under generally accepted accounting principles in the United States of America (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 senior secured 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-recurring expense, non-cash expense and transaction fees related to our acquisitions. Omitting interest, taxes and the other 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 (loss) 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 (loss). 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 consolidated financial statements included elsewhere in this prospectus and the reconciliation to Adjusted EBITDA from net (loss) 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 (loss) 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 Weeks Ended March 30, 2014 and Twelve Weeks Ended March 29, 2015

		Successor				Successor
		Thirteen Weeks Ended Mar 30, 2014				Twelve Weeks Ended Mar 29, 2015
		(in thousands)
Net income		$	462			$	1,193
Plus: Interest expense, net			987				859
Plus: Income tax expense			200				636
Plus: Depreciation and amortization			882				847
Plus: Change in control payments			—				—
Plus: Non cash stock award			4				6
Plus: Non recurring integration expenses			52				—
Plus: Non recurring step-up of inventory basis to fair market value			285				—
Plus: Transaction fees			204				—
Adjusted EBITDA		$	3,076			$	3,541

Year Ended 2013 and 2014

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year Ended Jan 4, 2015
		(in thousands)
Net (loss) income		$	(1,160	)		$	252			$	4,465
Plus: Interest expense, net			245				2,310				3,667
Plus: Income tax expense (benefit)			(450	)			286				2,074
Plus: Depreciation and amortization			118				2,077				3,525
Plus: Change in control payments			1,890				—				—
Plus: Non-cash stock award			—				65				34
Plus: Non-recurring integration expenses			—				135				110
Plus: Non-recurring step-up of inventory basis to fair market value			—				748				384
Plus: Transaction fees			905				895				237
Adjusted EBITDA		$	1,548			$	6,768			$	14,496

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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. Even after we no longer qualify as an emerging growth company, we still may qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with auditor attestation requirements pursuant to Section 404(b) of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation.

Overview

On March 18, 2013, we acquired 100% of the outstanding shares of the predecessor company, Unique Fabricating NA, Inc., from an institutional investor in a leveraged buyout transaction. Unique Fabricating NA had two wholly owned subsidiaries, Unique Fabricating South, Inc. and Unique Fabricating de Mexico, S.A. de C.V., which we also acquired as part of the transaction. The aggregate purchase price was $41.50 million, subject to adjustments, based upon Unique Fabricating NA’s working capital at closing. Pursuant to such adjustments, we paid an additional $2.18 million at the March 2013 Closing, but later received a post-closing adjustment of $0.52 million. Our 2013 financial results include transaction related expenses for the previous owners and us. These expenses include payments under the predecessor’s phantom stock program paid to management at the March 2013 closing and expensed as compensation expense. On December 18, 2013, through a newly formed subsidiary, Unique-Prescotech, Inc., we acquired substantially all of the assets, or the PTI Business, of Prescotech Holdings, Inc. and its subsidiaries, or PTI, a Louisville, Kentucky based business for a cash purchase price of $16.0 million, including $1.0 million paid into an escrow account. Following the closing, we received a payment of $0.18 million from the sellers of the PTI Business as a result of post-closing calculations of net working capital. Our 2013 results include transaction related expenses from the PTI transaction. Our 2013 results incorporate PTI’s operating results for the period from December 19, 2013 through December 29, 2013 only.

On February 6, 2014, we moved to become more vertically integrated by acquiring, through a newly formed subsidiary, Unique-Chardan, Inc., substantially all of the assets, or the Chardan Business, of one of our key suppliers, Chardan, Corp., or Chardan, for a cash purchase price of $2.20 million paid at closing plus a promissory note in the amount of $0.50 million, the principal of which is payable in a lump sum on February 6, 2019. Following the closing, we made a payment to the seller of $0.12 million as a result of post-closing calculations of net working capital. For the fifty two weeks ended January 4, 2015, and for the thirteen weeks ended March 30, 2014 our financial results include transaction related expenses from the Chardan Business acquisition and results of operations of the Chardan Business from February 7, 2014 through January 4, 2015 and from February 7, 2014 through March 30, 2014.

We primarily operate within the highly competitive and cyclical automotive parts industry. Over the past four years the industry has experienced consistent growth as it recovered from the recession of 2009. Many sectors of the supply chain are operating near capacity. Over the same period we have grown our core automotive parts business at a faster rate than the industry as a whole, indicating we are taking market share from competitors and increasing our content per vehicle on the programs we supply. We expect this trend to continue.

For the twelve weeks ended March 29, 2015, the Company grew net sales and gross profit as a result of the acquisition of Chardan which was included for the full twelve weeks in 2015, new product introductions and continued growth of our core markets. Our top three customers during the twelve weeks ended March 29, 2015 accounted for net sales of $5.28 million or 16.3% of total net sales. In the same period in 2014, the same three customers accounted for net sales of $5.21 million or 17.9% of net sales. We financed the acquisition of Chardan on February 6, 2014 through a $2.2 million borrowing on our revolver and the issuance of $0.50 million principal amount of a 6% subordinated note to the seller.

For the year ended January 4, 2015, the Company grew net sales and gross profit as a result of the acquisitions of PTI and Chardan, new product introductions and continued growth of our core markets. Our top three customers during the year ended January 4, 2015 accounted for net sales of $22.40 million or 17.7% of total net sales. In the year ended December 29, 2013 which includes both the Predecessor Period from December 31, 2012 through March 17, 2013 and the Successor Period from March 18, 2013 through December 29, 2013, the same three customers accounted for net sales of $19.58 million or 24.4% of net sales.

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Our acquisition of PTI has given us a foothold in other industries outside of the automotive part business including the appliance, water heater and HVAC industries. We plan to continue to diversify our business to other industrial sectors through both organic growth and opportunistic acquisitions.

Twelve Weeks Ended March 29, 2015 and Thirteen Weeks Ended March 30, 2014

Net Sales

		Successor				Successor
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015
		(in thousands)
Net sales		$	29,117			$	32,431

Net sales for the twelve weeks ended March 29, 2015 were approximately $32.43 million compared to $29.12 million for the thirteen weeks ended March 30, 2014. Net sales for the twelve weeks ended March 29, 2015 reflected the results of the Chardan Business for the whole period which accounted for net sales of $0.88 million. The 2014 Successor Period net sales also included approximately $2.00 million attributable to our increased market penetration and content per vehicle, as well as new product introductions. Other increases in the 2015 Period were primarily attributable to a 2.7% overall increase respectively in North American vehicle production as compared to the thirteen weeks ended March 30, 2014.

Cost of Sales

		Successor				Successor
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015
		(in thousands)
Materials		$	15,654			$	16,858
Direct labor and benefits			3,665				4,447
Manufacturing overhead			2,830				2,924
Sub-total			22,149				24,229
Depreciation			248				278
Cost of Sales			22,397				24,507
Gross Profit		$	6,720			$	7,924

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

		Successor				Successor
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015
Materials			53.8	%			52.0	%
Direct labor and benefits			12.6	%			13.7	%
Manufacturing overhead			9.7	%			9.0	%
Sub-total			76.1	%			74.7	%
Depreciation			0.8	%			0.9	%
Cost of Sales			76.9	%			75.6	%
Gross Profit			23.1	%			24.4	%

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Cost of sales as a percentage of net sales for the twelve weeks ended March 29, 2015 decreased to 75.6% from 76.9% for the thirteen weeks ended March 29, 2015. The decrease in cost of sales as a percentage of net sales was attributable to a decline in material cost as a percentage of net sales to 52.0% for the twelve weeks ended March 29, 2015 from 53.8% for the thirteen weeks ended March 30, 2014. The decline is a result of improved material purchasing as we utilized our increased spending at many raw material suppliers, and improved material utilization. In addition, our acquisition of Chardan has eliminated the material markup on the products that they supply to us. Direct labor and benefit costs as a percentage of net sales was 13.7% for the twelve weeks ended March 29, 2015 compared to 12.6% for the thirteen weeks ended March 30, 2014. Labor and benefit costs in the twelve weeks ended March 29, 2015 were higher due to the increase in the number of hourly employees and outside temporary employees in the period. Manufacturing overhead costs as a percentage of net sales declined to 9.0% for the twelve weeks ended March 29, 2015 from 9.7% for the thirteen weeks ended March 30, 2014, as net sales have grown at a faster rate than the fixed portion of plant overhead costs. Repair and maintenance expenses as a percentage of net sales also decreased in the twelve weeks ended March 29, 2015.

Gross Profit

As a result of the decline in cost of sales as a percentage of net sales described above, gross profit as a percentage of net sales for the twelve weeks ended March 29, 2015 increased to 24.4% from 23.1% for the thirteen weeks ended March 30, 2014.

Selling, General and Administrative Expenses

		Successor				Successor
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015
		(in thousands, except SG&A as a % of net sales)
SG&A, exclusive of line items below		$	4,245			$	4,674
Transaction expenses			204				—
Subtotal			4,449				4,674
Depreciation and amortization			634				569
SG&A		$	5,083			$	5,243
SG&A as a % of net sales			17.5	%			16.2	%

SG&A as a percentage of net sales for the twelve weeks ended March 29, 2015 decreased to 16.2% from 17.5% from the thirteen weeks ended March 30, 2014. The decrease is primarily attributable to transaction related expenses of $0.20 million included in the thirteen weeks ended March 30, 2014 compared to no transaction related expenses in the twelve weeks ended March 29, 2015. The transaction expenses in 2014 were related to the acquisition of Chardan.

Operating Income

As a result of the foregoing factors, operating income for the twelve weeks ended March 29, 2015 Period was $2.68 million compared to operating income of $1.64 million for the thirteen weeks ended March 30, 2014 Period.

Interest and Other Expense

Interest expense was approximately $0.86 million for the twelve weeks ended March 29, 2015, compared to $0.98 million for the thirteen weeks ended March 30, 2014. The decrease in interest expense in the 2015 period was primarily due to a decrease in interest expense on the Term Loan from $0.31 million in the 2014 period to $0.18 million in the 2015 period primarily due to $2.0 million less remaining on the principal balance of the term loan in 2015 as well as a lower average interest rate in 2015.

Income Before Income Taxes

As a result of the foregoing factors, income before income taxes for the twelve weeks ended March 29, 2015 was $1.83 million, compared to $0.66 million for the thirteen weeks ended March 30, 2014.

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Income Tax Provision

For the twelve weeks ended March 29, 2015, the estimated effective income tax rate of 34.8%, applied to pre-tax income, resulted in income tax expense of $0.64 million. The effective rate and statutory rate were in alignment with each other for the period. During the thirteen weeks ended March 30, 2014 the estimated effective income tax rate of 30.2%, applied to pre-tax income, resulted in income tax expense of $0.20 million. The difference between the actual effective rate and the statutory rate was mainly a result of the domestic production activities deduction, or DPAD which provided a $0.03 million income tax benefit which reduced our effective tax rate by 4.1%. The Company has deferred tax assets associated with timing differences between when an expense is recorded for book purposes versus when it is deductible for tax. The Company has considered evidence both supporting and not supporting the determination that the deferred tax assets are more likely than not to be realized, and has not recorded a tax valuation allowance as of March 29, 2015. The Company will continue to evaluate whether the deferred tax assets will be realizable, and if appropriate, will record a valuation allowance against these assets.

Net income

As a result of the increased net sales and changes in expenses discussed above, net income for the year ended March 29, 2015 Period was $1.19 million compared to $0.46 million during the thirteen weeks ended March 30, 2014.

Year Ended January 4, 2015 and December 29, 2013
 
Net Sales

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year Ended Jan 4, 2015
		(in thousands)
Net sales		$	16,378			$	63,879			$	126,480

Net sales for the year ended January 4, 2015 were approximately $126.48 million compared to $63.88 million for the Successor Period from March 18, 2013 through December 29, 2013 and $16.38 million for the Predecessor Period from December 31, 2012 through March 17, 2013. Net sales for the years ended January 4, 2015 reflected the results of PTI’s Business for the whole period and the results of Chardan’s Business from February 6, 2014 which, in the aggregate, increased net sales by $31.85 million. 2014 net sales also included approximately $11.00 million attributable to our increased market penetration and content per vehicle, as well as new product introductions. Other increases in 2014 were primarily attributable to a 5.0% overall increase respectively in North American vehicle production as compared to the total production for the Successor Period March 18, 2013 through December 29, 2013 and the Predecessor Period December 31, 2012 through March 17, 2013.

Cost of Sales

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year ended Jan 4, 2015
		(in thousands)
Materials		$	8,813			$	34,118			$	65,539
Direct labor and benefits			2,143				8,270				16,444
Manufacturing overhead			1,651				6,123				12,005
Sub-total			12,607				48,511				93,988
Depreciation			110				473				1,032
Cost of Sales			12,717				48,984				95,020
Gross Profit		$	3,661			$	14,895			$	31,460

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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

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year ended Jan 4, 2015
Materials			53.8	%			53.5	%			51.8	%
Direct labor and benefits			13.1	%			12.9	%			13.0	%
Manufacturing overhead			10.1	%			9.6	%			9.5	%
Sub-total			77.0	%			76.0	%			74.3	%
Depreciation			0.6	%			0.7	%			0.8	%
Cost of Sales			77.6	%			76.7	%			75.1	%
Gross Profit			22.4	%			23.3	%			24.9	%

Cost of sales as a percentage of net sales for the year ended January 4, 2015 decreased to 75.1% from 76.7% and 77.6% for the Successor Period from March 18, 2013 through December 29, 2013 and Predecessor Period from December 31, 2012 through March 17, 2013, respectively. The decrease for the year ended January 4, 2015 was attributable to a decline in material cost as a percentage of net sales to 51.8% for the year ended January 4, 2015 from 53.5% and 53.8%% for the Successor Period from March 18, 2013 through December 29, 2013 and Predecessor Period from December 31, 2012 through March 17, 2013, respectively. The decline is a result of improved material purchasing as we utilized our increased spending at many raw material suppliers due to the acquisition of the PTI Business, and improved material utilization. In addition, our acquisition of the Chardan Business has eliminated its material markup on the products that it supplies to us. Direct labor and benefit costs as a percentage of net sales was 13.0% for the year ended January 4, 2015 compared to 12.9% and 13.1% for the Successor Period from March 18, 2013 through December 29, 2013 and the Predecessor Period from December 31, 2012 through March 17, 2013. Labor and benefit costs in the Predecessor Period from December 31, 2012 through March 17, 2013 as a percentage of net sales were slightly higher due to higher payroll tax expense as employer payroll taxes are largely incurred in the first quarter of every year. Manufacturing overhead costs as a percentage of net sales declined to 9.5% for the year ended January 4, 2015 from 9.6% and 10.1% for the Successor Period from March 18, 2013 through December 29, 2013 and Predecessor Period from December 31, 2012 through March 17, 2013, respectively, as net sales have grown at a faster rate than the fixed portion of plant overhead costs.

Gross Profit

As a result of the decline in cost of sales as a percentage of net sales described above, gross profit as a percentage of net sales for the year ended January 4, 2015 Successor Period increased to 24.9% from 23.3% and 22.4% for the Successor Period from March 18, 2013 through December 29, 2013 and the Predecessor Period from December 31, 2012 through March 17, 2013 respectively.

Selling, General and Administrative Expenses

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year ended Jan 4, 2015
		(in thousands, except SG&A as a % of net sales)
SG&A, exclusive of line items below		$	2,223			$	9,570			$	18,496
Change in control expense			1,890				—				—
Transaction expenses			905				895				237
Compliance related costs associated with IPO			—				—				100
Subtotal			5,018				10,465				18,833
Depreciation and amortization			8				1,604				2,493
SG&A		$	5,026			$	12,069			$	21,326
SG&A as a % of net sales			30.7	%			18.9	%			16.9	%

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SG&A as a percentage of net sales for the year ended January 4, 2015 decreased to 16.9% from 18.9% and 30.7% in the Successor Period from March 18, 2013 through December 29, 2013 and the Predecessor Period from December 31, 2012 through March 17, 2013 respectively. The decrease is primarily attributable to transaction related expenses of $0.90 million included in the Successor Period from March 18, 2013 through December 29, 2013 and transaction related expenses of $0.91 million and change in control expenses of $1.89 million included in the Predecessor Period from December 31, 2012 through March 17, 2013 related to the acquisition of Unique Fabricating NA, Inc. Only $0.24 million of transaction related costs as a result of the Chardan acquisition were incurred in the year ended January 4, 2015. Also, the Successor Period from March 18, 2013 through December 29, 2013 includes only twenty seven weeks of amortization of intangible assets identified in the purchase price allocation from the acquisitions of Unique Fabricating NA, Inc., while the year ended January 4, 2015 Successor Period includes the full fifty two weeks of amortization.

Operating Income

As a result of the foregoing factors, operating income for the year ended January 4, 2015 was $10.13 million compared to operating income of $2.83 million for the Successor Period from March 18, 2013 through December 29, 2013 and an operating loss of $1.37 million for the Predecessor Period from December 31, 2012 through March 17, 2013.

Interest and Other Expense

Interest expense was approximately $3.67 million for the year ended January 4, 2015, compared to $2.31 million and $0.25 million for the Successor Period from March 18, 2013 through December 29, 2013 and the Predecessor Period from December 31, 2012 through March 17, 2013 respectively. The increase in interest expense in the 2014 Successor Period was due to the increased debt associated with the financing of the acquisitions of the PTI Business and the Chardan Business. In addition, the Successor Period from March 18, 2013 through December 29, 2013 only included thirty nine weeks of interest expense on the debt incurred to finance the acquisition of Unique Fabricating NA, Inc.

Income Before Income Taxes

As a result of the foregoing factors, income before income taxes for the year ended January 4, 2015 Successor Period was $6.54 million, compared to $0.54 million during the Successor Period from March 18, 2013 through December 29, 2013 and a loss of $1.61 million for the Predecessor Period from December 31, 2012 through March 17, 2013.

Income Tax Provision

For the year ended January 4, 2015, the estimated annual effective income tax rate of 31.7%, applied to pre-tax income, resulted in income tax expense of $2.07 million. The difference in the actual effective rate and the statutory rate was mainly due to the domestic production activities deduction, or DPAD, which provided a $0.18 million income tax benefit which reduced our effective tax rate by 2.8%. During the Predecessor Period from December 31, 2012 through March 17, 2013 the credit for income taxes was $0.45 million, resulting in an effective rate of 27.9%. The difference between the actual effective rate and the statutory rate was mainly a result of nondeductible transaction costs incurred due to the acquisition of Unique Fabricating NA, Inc. resulting in a $0.16 million income tax expense which reduced our effective tax benefit by 9.9%. During the Successor Period from March 18, 2013 through December 29, 2013, our effective tax rate was 53.1%, mainly due to nondeductible transaction costs and DPAD which increased our effective tax rate by 16.6%. Transaction costs caused an increase in income taxes of $0.14 million which were partially offset by DPAD, which provided a $0.06 million income tax benefit. The Company has deferred tax assets associated with timing differences between when an expense is recorded for book purposes versus when it is deductible for income tax purposes. The Company has considered evidence both supporting and not supporting the determination that the deferred tax assets are more likely than not to be realized, and has not recorded a tax valuation allowance as of January 4, 2015. The Company will continue to evaluate whether the deferred tax assets will be realizable, and if appropriate, will record a valuation allowance against these assets.

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Net income

As a result of increased net sales and changes in expenses discussed above, net income for the year ended January 4, 2015 was $4.47 million compared to $0.25 million during the Successor Period from March 18, 2013 through December 29, 2013 and a loss of $1.16 million for the Predecessor Period from December 31, 2012 through March 17, 2013.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flow from operations and borrowings under our revolving line of credit from our senior lender. Our primary uses of cash are payment of vendors, payroll, operating costs, capital expenditures and debt service. As of January 4, 2015 and March 29, 2015, we had a cash balance of $0.76 million and $0.66 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 January 4, 2015 and March 29, 2015, we had $10.45 million and $10.05 million, respectively, available to be borrowed under our revolving credit facility. At each such date, we were in compliance with all debt covenants. We believe that our sources of liquidity, including cash flow from operations, existing cash and our revolving credit facility are sufficient to meet our projected cash requirements for at least the next fifty two weeks.

While we believe we have sufficient liquidity and capital resources to meet our current operating requirement and expansion plans, 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 could be materially adversely affected. The following table presents cash flow data for the periods indicated.

		Successor				Successor
		Thirteen weeks Ended Mar 30, 2014				Twelve weeks Ended Mar 29, 2015
		(in thousands)
Cash flow data
Cash flow provided by (used in):
Operating activities		$	(316	)		$	1,131
Investing activities			(2,263	)			(1,150	)
Financing activities			2,368				(75	)

As a public company, we will incur additional general and administrative expenses that we did not incur as a private company, such as, increased directors and officers liability insurance premiums, investor relation costs, NYSE MKT listing expenses and increased legal and accounting expenses.

Operating Activities

Cash provided by (used in) operating activities consists of net income (loss) adjusted for non-cash items, including depreciation and amortization, amortization of deferred financing charges, loss on derivative instruments, bad debt expense, stock option and warrant expense, accrued interest, changes in deferred income taxes, and the effect of working capital changes. The primary drivers of cash inflows and outflows are accounts receivable, inventory, accounts payable and accrued interest.

During the twelve weeks ended March 29, 2015, net cash provided by operating activities was $1.13 million, compared to cash used in operating activities of $0.32 million for the thirteen weeks ended March 30, 2014.

Net cash for the twelve weeks ended March 29, 2015 was mainly impacted by net income of $1.2 million resulting from the expansion of our operations.

The thirteen weeks ended March 30, 2014 was primarily impacted by transaction related expenses incurred as a result of the acquisition of Chardan.

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Investing Activities

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

In the twelve weeks ended March 29, 2015, we made capital expenditures of $1.15 million of which $0.79 million was related to the construction of a new facility in Georgia as described below.

In the thirteen weeks ended March 30, 2014, we paid $2.32 million in cash to acquire the Chardan Business. During the period, we made capital expenditures of $0.12 million mainly for increased manufacturing capacity.

We plan to spend a total of approximately $3.57 million on capital expenditures during fiscal year 2015, which includes the approximate $1.10 million to finish constructing and equipping a new facility across the street from our existing facility in LaFayette, Georgia. Construction was substantially completed in April 2015. Construction was financed with borrowings under our senior revolving credit facility. Our senior lender has agreed to provide financing for the construction in the form of an expanded term loan secured by a first mortgage on the new facility and its equipment. The Walker County Development Authority has proposed to provide to us a tax abatement for state, local and school taxes for ten years, which will be conditioned, on among other things, our maintaining a minimum number of jobs at the existing facility in LaFayette, Georgia and the new facility, and transferring the new facility, for the term of the abatement, to the authority. The authority will lease the new facility to us and resell it to us, for a nominal cost, at the end of the term of the abatement.

Financing Activities

Cash flows (used in) provided by financing activities consisted principally of borrowings and payments under our senior credit facility, payment of debt issuance costs, proceeds from the sale of stock, the repayment of debt assumed through acquisitions, and post acquisition payments of the Unique Fabricating purchase.

In the twelve weeks ended March 29, 2015, we had net proceeds from our revolving credit facility of $0.39 million.

As of March 29, 2015, $9.35 million was outstanding under the revolving credit facility. Borrowings under the revolver are subject to a borrowing base and reduced to the extent of letters of credit issued under the senior credit facility. As of March 29, 2015, the maximum additional available borrowings under the revolver was $10.05 million based upon the borrowing base and after giving effect to a $0.10 million letter of credit related to rental payments to the landlord of one of our facilities.

In the thirteen weeks ended March 30, 2014, we had net proceeds of $2.88 million from our revolving credit facility.

		Predecessor				Successor				Successor
		Period from Dec 31 – Mar 17, 2013				Period from Mar 18 – Dec 29, 2013				Year Ended Jan 4, 2015
		(in thousands)
Cash flow data
Cash flow provided by (used in):
Operating activities		$	(256	)		$	(253	)		$	7,128
Investing activities			(506	)			(45,988	)			(6,011	)
Financing activities			544				47,133				(1,253	)

As a public company, we will incur additional general and administrative expenses that we did not incur as a private company, such as, increased directors and officers liability insurance premiums, investor relations costs, NYSE MKT listing expenses and increased legal and accounting expenses.

Operating Activities

Cash provided by (used in) operating activities consists of net income (loss) adjusted for non-cash items, including depreciation and amortization, amortization of deferred financing charges, loss on derivative instruments, bad debt expense, stock option and warrant expense, accrued interest, changes in deferred income

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taxes, and the effect of working capital changes. The primary drivers of cash inflows and outflows are accounts receivable, inventory, accounts payable and accrued interest.

During the year ended January 4, 2015, net cash provided by operating activities was $7.13 million, compared to cash used in operating activities of $0.25 million for the Successor Period from March 18 through December 29, 2013 and $0.26 million in the Predecessor Period from December 31, 2012 through March 17, 2013.

Cash provided by operating activities for the year ended January 4, 2015 was mainly impacted by net income of $4.47 million resulting from the expansion of our operations, and including $2.33 million as a result of our acquisitions of PTI and Chardan.

Cash provided by operating activities for the Successor Period from March 18, 2013 through December 29, 2013 was primarily impacted by transaction related expenses incurred as a result of the acquisition of Unique Fabricating NA, Inc.

Cash provided by operating activities for the Predecessor Period from December 31, 2012 through March 17, 2013 was primarily impacted by a net loss of $1.16 million.

Investing Activities

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

In the year ended January 4, 2015, we paid $2.32 million in cash to acquire the Chardan Business, and we made capital expenditures of $3.89 million during the period mainly related to increasing our manufacturing capacity and operational improvements specifically related to the construction of a new facility in Georgia as described below, of which $2.58 million was specifically incurred in 2014.

For the March 18, 2013 through December 29, 2013 Successor Period, we paid $41.50 million for Unique Fabricating NA, Inc. but received a payment of $0.52 million from the sellers as a post-closing working capital adjustment. We also acquired the assets of PTI for $16.41 million, net of cash acquired. During the period, we made capital expenditures of $0.88 million mainly for increased thermoforming capacity.

In the Predecessor Period from December 31, 2012 through March 17, 2013 we made capital expenditures of $0.55 million respectively in the ordinary course of business.

Financing Activities

Cash flows (used in) provided by financing activities consisted principally of borrowings and payments under our senior credit facility, payment of debt issuance costs, proceeds from the sale of stock and the repayment of debt assumed through acquisitions.

In the year ended January 4, 2015, we had net payments of $0.81 million under our senior credit facility.

As of January 4, 2015, $8.95 million was outstanding under the revolving credit facility. Borrowings under the revolver are subject to a borrowing base and reduced to the extent of letters of credit issued under the senior credit facility. As of January 4, 2015, the maximum additional available borrowings under the revolver was $10.45 million based upon the borrowing base and after giving effect to a $0.10 million letter of credit related to rental payments to the landlord of one of our facilities.

For the Successor Period from March 18 through December 29, 2013, we had net borrowings of $41.92 million under our senior credit facility and our 16% senior subordinated note primarily related to the acquisitions of Unique Fabricating NA, Inc. and PTI. In addition, we had $18.21 million of net proceeds from the issuance of common stock, which was used to fund the acquisitions. These amounts were offset by the payment of debt assumed in the acquisitions of $10.27 million and the payment of debt issuance costs of $1.49 million.

In the Predecessor Period from December 31, 2012 through March 17, 2013 we had net proceeds from our revolving credit facility of $0.50 million.

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Senior Credit Facility

We maintain a senior credit facility with Citizens Bank, National Association (formerly RBS Citizens, N.A.) pursuant to which we currently may borrow up to $19.50 million under the revolver and up to $20.00 million under the term loan. The term loan bears interest at the LIBOR rate for a period equal to one month, plus 3.0% to 3.5%. The term loan matures in December 2017. The revolver bears interest at the LIBOR rate plus an applicable margin ranging from 2.75% to 3.25%. We are permitted to prepay in part or in full amounts due under the senior credit facility without penalty. Our obligations under the senior credit facility 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. In the event of an event of default, the interest rate on the revolver and term loan will increase by 2.0% per annum plus the then applicable rate. The senior credit facility requires that we repay term loan principal annually in an amount equal to 50% of excess cash flow, as defined, for the year end 2014 and for each subsequent year until the senior loan coverage, as defined, calculated as of the end of each year is less than 2:00 to 1:00. An amendment in 2014 increased the amount available under the revolver to $19.50 million to enable us to finance the construction of a new facility across the street from our existing facility in LaFayette, Georgia, as noted above. Our senior lender has agreed to provide an expanded term loan secured by a first mortgage on the new facility and its equipment. The amount available to be borrowed under the revolver will be reduced to $15.0 million upon the closing of such financing.

Unique Fabricating NA’s obligations under the senior credit facility 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 capital stock of the United States subsidiaries of Unique Fabricating NA and by a mortgage on our facilities in LaFayette, Georgia, Louisville, Kentucky, Evansville, Indiana, Fort Smith, Arkansas and Murfreesboro, Tennessee.

In accordance with the requirements of our senior credit facility, we purchased a derivative financial instrument for the purpose of hedging certain identifiable transactions in order to mitigate risks related to cash flow variability caused by interest rate fluctuations. The derivative financial instrument is in the form of an interest rate swap that we have elected not to apply hedge accounting for financial reporting purposes. The interest rate swap is recognized at its fair value. Monthly settlement payments due on the interest rate swap and changes in its fair value are recognized currently as interest expense.

Effective April 26, 2013, we entered into an interest rate swap for a notional amount of $4.71 million. Effective January 14, 2014, in connection with the refinancing of the senior credit facility in December 2013, we entered into a new interest rate swap that requires us to pay 1.27% fixed interest while receiving a variable base rate of one-month LIBOR. The notional amount of the swap began at $10.00 million and decreases by $0.25 million each quarter until March 31, 2016, when it begins to decrease by $0.31 million per quarter until it expires on January 31, 2017.

16% Senior Subordinated Note

At March 29, 2015, we had outstanding $13.13 million principal amount of our 16% senior subordinated note. The senior subordinated note is expressly junior and subordinated only to the debt outstanding under the senior credit facility. Interest on the subordinated note accrues at a rate of 16.0% per annum, payable monthly. The Company may elect a minimum cash interest rate of 12.0% and defer up to 4.0% interest by delivering an in-kind note. Accrued interest on the senior subordinated note is approximately $0.13 million as of March 29, 2015. The senior subordinated note matures on March 16, 2018. The senior subordinated note may be prepaid at any time after the second anniversary of the date of its issuance in March 2013 without a prepayment premium or penalty. The senior subordinated note is secured by a security interest, which is subordinated to the security interest securing debt outstanding under the senior credit facility, in all tangible and intangible interests, including capital stock of our United States subsidiaries. We intend to prepay the senior subordinated note with the net proceeds from this offering, and, to the extent that the net proceeds are not sufficient to repay the note, in full, with borrowings under our senior revolving credit facility. The holder of the 16% senior subordinated note also holds equity interests, and therefore is a related party.

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For all of our borrowings, we must comply with a minimum debt service financial covenant and a senior funded indebtedness to EBITDA covenant, as defined. As of March 29, 2015, we are in compliance with these covenants.

The senior credit facility and the senior subordinated note also contain 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 senior credit facility and the senior subordinated note also contain 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.

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 sheet, consolidated statement of operations, consolidated statement of stockholders’ equity or consolidated cash flows.

Contractual Obligations and Commitments

The following table summarizes our future minimum payments under contractual commitments as of January 4, 2015:

						Payments Due by Period
Contractual Cash Obligations		Total				Less than 1 year				1 – 3 years				3 – 5 years				More than 5 years
		(in thousands)
Operating leases		$	5,849			$	1,281			$	2,193			$	1,894			$	481
Long-term debt (1)			40,628				2,018				24,977				13,633				—
Management services agreement			1,500				300				600				600				—

The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.

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

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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 described below have the most significant impact on our consolidated financial statements.

Acquisitions

In accordance with accounting guidance for the provisions in Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations , we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill.

We use all available information to estimate fair values. We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets and any other significant assets or liabilities. We adjust the preliminary purchase price allocation, as necessary, up to one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed.

Our purchase price allocation methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. Management estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates, including assumptions regarding industry economic factors and business strategies.

Other estimates used in determining fair value include, but are not limited to, future cash flows or income related to intangibles, market rate assumptions and appropriate discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but that are inherently uncertain, and therefore, may not be realized. Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially.

Accounts Receivable Allowance

Establishing valuation allowances for doubtful accounts requires the use of estimates and judgment in regard to the risk exposure and ultimate realization. The allowance for doubtful accounts is established based upon analysis of trade receivables for known collectability issues, including bankruptcies, and aging of receivables at the end of each period. Changes to our assumptions could materially affect our recorded allowance. Also, while the Company has a large customer base that is geographically dispersed, certain customers are significant and a general economic downturn could result in higher than expected defaults and, therefore, the need to revise the estimates for bad debts.

Inventory

Inventories are valued at lower of cost or market, using the first-in, first-out (FIFO) method. Inventory includes the cost of materials, labor, and overhead. Abnormal amounts of idle facility expense, freight in, handling costs and spoilage are recognized as current period charges. Overhead is allocated to inventory based upon normal capacity at the production facility.

Goodwill

We review our goodwill for impairment annually during the fourth quarter, or whenever adverse events or changes in circumstances indicate a possible impairment. This review utilizes a two-step impairment test covering goodwill and other indefinite-lived intangibles. The first step involves a comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds its fair value, the second step of the process involves a measurement and comparison of the fair value of goodwill with its carrying value. If the carrying value of the reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess.

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The determination of the fair value of the reporting unit and corresponding goodwill require us to make significant judgments and estimates. These assumptions require significant judgment and are subject to a considerable degree of uncertainty. We believe that the assumptions and estimates in our review of goodwill for impairment are reasonable. However, different assumptions could materially affect our conclusions on this matter.

Impairment and Amortization of Long-Lived and Intangible Assets

Our identifiable intangible assets 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. The remaining useful lives of intangible assets are reviewed annually to determine whether events and circumstances warrant a revision to the remaining period of amortization. Our long-lived assets and intangible assets subject to amortization are reviewed for impairment whenever adverse events or changes in circumstances indicate that the related carrying amount may be impaired. An impairment loss is recognized when the carrying value of a long-lived asset exceeds its fair value. Significant judgments and estimates are used by management when evaluating long-lived assets for impairment. If management used different estimates and assumptions in its impairment tests, then the Company could recognize different amounts of expense over future periods.

Income Taxes

Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is more likely than not to be realized. Changes in tax laws or accounting standards and methods may affect recorded deferred taxes in future periods.

When establishing a valuation allowance, we consider future sources of taxable income such as “future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards” and “tax planning strategies.” A tax planning strategy is defined as “an action that: is prudent and feasible; an enterprise ordinarily might not take, but would take to prevent an operating loss or tax credit carryforward from expiring unused; and would result in realization of deferred tax assets.” In the event we determine it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which we make such a determination. The valuation of deferred tax assets requires judgment and accounting for the deferred tax effect of events that have been recorded in the financial statements or in tax returns and our future projected profitability. Changes in our estimates, due to unforeseen events or otherwise, could have a material impact on our financial condition and results of operations.

We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. The amount of income taxes we pay is subject to audits by federal, state and foreign tax authorities. Our estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We use a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured and tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. We report tax-related interest and penalties as a component of income tax expense. We do not believe there is a reasonable likelihood that there will be a material change in the tax related balances or valuation allowance balances. However, due to the complexity of some of these uncertainties, the ultimate resolution may be materially different from the current estimate.

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.

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Interest Rate Fluctuation Risk

Our borrowings under notes payable are at fixed interest rates, but our borrowings under our senior credit facility bear interest at fluctuating rates. In order to mitigate, in part, the potential effects of the fluctuating rates, effective as of January 17, 2014, in connection with the refinancing of the senior credit facility, we entered into an interest rate swap with a notional amount initially of $10.00 million, which decreases by $0.25 million each quarter until March 31, 2016 when it decreases by $0.31 million per quarter until the swap terminates on January 31, 2017. The swap requires that the Company pay a fixed rate of 1.27% while receiving a variable rate based on one month LIBOR. See note 7 of notes to our consolidated financial statements for the year ended January 4, 2015. 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.

Foreign Currency Risk

Our functional currency is the U.S. dollar. To date, substantially all of our bookings and operating expenses have been denominated in U.S. dollars, therefore we are not currently subject to significant foreign currency risk. However, if our international operations continue to grow, our risks associated with fluctuation in currency rates may become greater. We intend to continue to assess our approach to managing this potential risk. Currency fluctuations or a weakening U.S. dollar can increase the costs of our international expansion. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements. To date, foreign currency transaction gains and losses and exchange rate fluctuations have not been material to our consolidated financial statements, and we have not engaged in any foreign currency hedging transaction.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and, therefore, our financial statements may not be comparable to the financial statements of other public companies that comply with all public company accounting standards.

Recently Issued Accounting Pronouncements

We do not expect that recently issued accounting pronouncements will have a material impact on our consolidated financial statements.

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North American presence and advanced technology, engineering, manufacturing and customer support capabilities, we are well-positioned to take advantage of these opportunities.

Overall, we expect long-term growth of vehicle sales and production in the OEM market. Recently, the industry has seen increased customer sales and production schedules with production volumes higher than OEM production volumes prior to the industry disruptions experienced after the financial market crisis of 2008. We anticipate that the North American automotive production will continue to recover from the low point experienced in 2009. According to IHS Automotive, North American vehicle production increased during 2014 to 17.0 million units, an expansion of 4.9% compared to 2013. Bolstered by a wave of new vehicle introductions and favorable demographic trends, IHS projects continued growth in North American unit production volumes to 17.4 million units in 2015 and 19.0 million units in 2021, as depicted in the following chart:

Source:  IHS Automotive (December 2014)

In addition to the overall industry growth, we believe there are a variety of trends that are influencing the future of the global automotive market. We believe we positively are positioned to benefit from an increasing number of trends driven by market forces such as:

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We believe these market trends create opportunities for us to achieve above market growth rates as a result of increased content per vehicle, higher production volumes, geographic shifts in vehicle production, and evolving customer sourcing strategies. Our challenge is to continue developing leading edge solutions focused on addressing these trends, and applying those solutions via products with sustainable margins that enable our customers to produce distinctive market-leading products.

As an example of our innovative technical capabilities, we utilized our thermoforming process to develop and produce a line of lightweight flexible air duct systems for a leading OEM, providing an 80% weight reduction and enhanced functionality. This air duct system has developed into Unique’s patent pending TwinShape line of proprietary ducts. Unique has secured development and prototyping contracts with four additional OEMs for potential inclusion of this product in vehicle programs starting with model years 2016 and 2017 vehicles.

We generate a significant number of new sales opportunities from customer challenges, such as buzz, squeak, rattle or noise, vibration and harshness issues, discovered during the launch of production for a new vehicle program. In many of these situations, we develop and begin supplying a solution within days, a level of responsiveness that avoids competitive request for quotations and produces premium value for our customers. Given the rapid pace of new vehicle launches over the next three years, we expect to benefit from an increasing number of opportunities sourced late in the launch cycle.

Overview of Appliance, HVAC, and Water Heater Industries

We are a leading provider of fabricated, non-metallic components to a diverse group of OEMs and tiered suppliers in the Appliance, HVAC, and Water Heater Industries. These sales represented approximately 14.8% of net sales for the year ended January 4, 2015. These components are primarily manufactured from foam, adhesives, fiberglass, rubber and board-back material. We have extensive materials, engineering and fabrication expertise and deliver custom-designed, innovative solutions for our customers. Our component solutions primarily consist of products used in gasketing, heat deflection, packaging, insulation, water seals, noise reduction and vibration control. Demand for these end-market products is largely driven by the health of the housing sector. We believe that each respective industry will receive the positive benefits of a recovering economy and especially the benefits of a recovering residential real estate market. The National Association of Home Builders forecasts that there will be approximately 1.2 million new housing starts in 2015. Their forecast is approximately double the number of housing starts in each individual year in 2009 – 2012, and approximately 20% more than 1.0 million new housing starts during 2014. We believe that all three industries are currently primed for favorable growth.

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The United States appliance industry is forecast to show modest growth through 2017, as new and existing home sales, as well as home improvement spending, both of which have a direct impact on appliance industry sales, continue to show upward momentum. According to Appliance Magazine’s Annual US Appliance Industry Forecast issued in 2014, forecasted unit shipments for this industry in the United States are expected to grow at a compounded annual growth rate of 3.5% through 2017 to reach approximately 46.4 million units per year, which would put the industry close to its peak sales years of 2004 – 2006. We believe these benefits will increase the demand for our products from clients such as GE and Whirlpool.

The HVAC and water heater industries are also poised to benefit from the gains in the housing and home improvement markets. According to the same Appliance Magazine Industry Forecast, shipments of heating and cooling units in the United States are expected to grow at a compounded annual growth rate of 2.4% through 2017, while shipments of residential and commercial water heaters are expected to grow at a compounded annual growth rate of 2.6% through 2017. We believe this trend will increase the demand for our products from clients such as AO Smith, Rheem and Trane.

Our Objectives

Our goals are exceptional quality, reliable on-time delivery, competitive cost, and technical innovation with rapid engineering support. The objective is for Unique to be the easiest company for our customers to do business with, while being a great place to work for our team members. We seek to execute a business model that generates sustainable ongoing adjusted free cash flow, thereby providing flexibility for capital allocation. We also strive to achieve growth at above industry levels through strong competitive capabilities in engineering, manufacturing, and program management that contribute to leading positions in cost and quality. In addition, the Company will selectively continue to pursue opportunistic acquisitions that provide additional products and processes, as well as entrance into new growth markets.

We work together with our customers in various stages of production, including initial concept and development, routine engineering problem resolution during their product launches and ongoing value engineering. In addition, we work together on component sourcing, quality assurance, manufacturing and delivery in order to develop long-standing business relationships. We believe we are well-positioned to meet customer needs and have a strong, established reputation with customers for providing high-quality products at competitive prices, as well as for timely delivery and customer service. Given that both the automotive OEM business and the appliance/water heater OEM business involve long-term business awarded on a platform-by-platform basis, our intent is to leverage our strong technical expertise and customer relationships to obtain new platform awards.

Our Strengths

Our mission is to deliver innovative and timely customer solutions for noise, vibration, and harshness (NVH) management, water and air sealing and other functional and decorative applications. We employ our extensive knowledge of raw materials and adhesives, our engineering and creative resources and rapid response to deliver rapid technical innovation, exceptional quality, reliable on-time delivery and competitive costs. We believe the key to our core competitive strengths are as follows:

Strong technical expertise.   We have tremendous depth of expertise and knowledge of materials, adhesives, manufacturing processes and the product applications of our customers. Our understanding of our customers’ design and performance needs, and how our products interface with their applications allows us to engineer effective product solutions. We believe that our engineering talent, test facilities and rapid prototyping capabilities distinguish us from our competitors and enable us to rapidly innovate and develop products that resolve customers’ problems, often within 24 to 48 hours. By understanding our customers’ products and processes, when we are confronted with a customer engineering challenge, we can conceptualize a design concept that allows us to capitalize on the optimum combination of materials to solve a given problem. We have the ability to create our own prototype tools in-house so that we can go directly from concept to hardware and quickly present tangible product solutions for our customers to evaluate. Our ability to rapidly address customer challenges and provide prototype parts that include the use of new materials, products or processes is one of our key competitive strengths.

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Operational Excellence.   We are dedicated to maintaining a culture of continuous improvement. We utilize lean manufacturing techniques and statistical methods to drive productivity and quality improvement. We use quality, delivery and speed-to-market as competitive advantages. Lean manufacturing not only improves overall costs and quality, it also improves product velocity through the manufacturing process. This leads to better response time and greater flexibility in scheduling. Our reputation for high quality, innovative products is attributable to a constant emphasis on engineering, including materials engineering, product and process engineering, and sales engineering, coupled with our dedication to lean manufacturing to ensure effective execution.

Depth of customer relationships.   We have developed long-term relationships with a customer base that we target deliberately, each of which has substantial requirements for NVH management, water and air sealing, functional and decorative components. Due to our technical sophistication, raw material and adhesive innovation and rapid responsiveness, we have a reputation with our key customers as the supplier of choice for our core products within the North American automotive and appliance markets. Our sales engineers have developed deep relationships with the technical teams of our key customers. The customers’ engineers leverage our materials knowledge and utilize us as a resource to help them solve problems and/or pursue product enhancements. This enables us to become involved early in the design/development stage of new vehicles or appliances, leading to opportunities to introduce new products. In certain situations, we are able to influence the customer design specifications from which new business is awarded.

Key relationships with suppliers.   We have long relationships with over 150 raw material and adhesive suppliers. We track new developments in materials, and pursue exclusive relationships with those suppliers that develop innovative raw materials and adhesives. Our key suppliers see us as a way to introduce their new products and technology to the marketplace and obtain the necessary customer approvals. This, in turn, can lead to Unique being first to market with certain products or materials. For example, this has led to us having exclusive access for our types of products to the only source of recycled polyol for polyurethane in the industry. While products incorporating these materials accounted for less than 1% of net sales for the year ended January 4, 2015, we believe these recycled materials are opening up opportunities for new product variations that other competitors cannot offer. We constantly collaborate with our suppliers to develop new materials and adhesive combinations that exhibit a cost, quality and/or performance enhancement for our customers.

Proximity to key customers.   Our manufacturing facilities are strategically located to serve the North American automotive and appliance industries. Our primary manufacturing centers are in the Midwestern and Southeastern regions of the United States and Mexico. We believe that our manufacturing facilities are within approximately 500 miles of over 80.0% of North American vehicle production, and even closer to major appliance manufacturing locations. This is advantageous, because our products are light in weight, and transportation costs can be a significant portion of the delivered cost of the products.

Our Strategy

Our business strategy is to be a valued partner in our customers’ product development and production processes by producing exceptional quality and providing reliable on-time delivery, competitive costs, and technical innovation with rapid engineering support. We utilize our extensive knowledge of raw materials and adhesives combined with our engineering development and rapid responsiveness to deliver innovative and timely customer solutions for NVH management, water and air sealing, decorative and other functional applications.

We have attempted to align our internal human resources and technical capabilities to take advantage of industry mega trends, such as light weighting, telematics, and reduced energy consumption, which we believe will produce profitable revenue growth opportunities from our existing operations. In addition, our growth plan includes initiatives to develop certain new products and new markets which provide incremental growth opportunities. We believe that significant opportunities exist to continue to grow our business and increase profitability by focusing on the following:

Further Penetrate Existing Markets with Existing Products and Processes.   We believe we are positioned to gain share and grow in existing markets with our current products and processes, capitalizing on the industry’s increasing demand for NVH management content coupled with our capabilities, including exclusive

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proprietary materials sold to existing customers and targeted new customers. As vehicles change materials to reduce weight, they are utilizing more rubber and plastic components like those designed and supplied by Unique. In addition, the increasing use of telematics is driving a need for quieter interiors in vehicles at all levels. This is causing an increase in the amount of acoustical insulation and solutions per vehicle. Separately, the rate of increase in vehicle production will be significantly higher in the Southern United States and Mexico over the next five years. We hope to capitalize on our ability to service customers in different geographical locations through our manufacturing facilities in the Midwestern and Southeastern regions of the United States and Mexico.

Develop New Products and Processes for Existing Markets.   We have developed and earned the reputation as a problem solver to our current customers. As a result, we are in the position to develop complementary products and processes that can be sold to the same purchasing and engineering groups that already do business with us. By adding products and processes to our portfolio that broaden our scope with existing engineers and purchasing groups, we can offer one stop shopping, that allows them to reduce their supply base and complexity, while increasing sales opportunities for Unique. We work closely with raw material and adhesive suppliers to develop innovative solutions that offer cost and performance improvement. We constantly focus on finding new applications for molded products utilizing thermoforming, compression and fusion molding. These activities frequently lead to the development of new or novel products not yet in common use. When this occurs, we actively explore the patentability of the product. Protection of our intellectual property is a conscious part of our strategy of using technology and innovation as a competitive advantage. An example of this is our patent pending light weight TwinShape duct technology.

Create New Markets with Existing Products and Processes.   While the specific products may vary, we have identified numerous opportunities to sell products fabricated using die cut and molding technology into new markets such as medical and not currently served industrial markets. We have demonstrated the ability to develop cost effective products utilizing various materials. Our recent acquisitions have provided the Company with credible access to a variety of new markets for our products. Because of our strategic acquisitions, we are currently developing new products for the appliance, water heater and HVAC industries utilizing our various molding technologies. We are also exploring increased opportunities for medical products. Raw material and adhesive suppliers rely on us to provide marketplace insight into new or emerging customer challenges. We have the capability to combine new materials with new processes to create cost effective products in new markets

Pursue Acquisitions.   We expect to selectively pursue acquisitions that add new products and/or processes or geographic and market expansion to further expand our portfolio of customer solutions. Management recently completed two accretive add-on acquisitions that added new markets and additional manufacturing processes to our capabilities. Management has a long history of identifying and successfully integrating new platforms. We will continue to use our relationship with our financial sponsor to identify evaluate and execute acquisition opportunities.

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Products

Unique’s primary products, which are identified by manufacturing process — die cut products, thermoformed/compression molded products and fusion molded products — are highlighted below:

Automotive Product Applications

Unique’s rapid responsiveness and extensive product and process capabilities are valued by its customers. We believe Unique’s diverse product offering, derived from a broad base of raw materials utilizing multiple manufacturing technologies, is the most comprehensive of similar companies operating in this industry. Based on our knowledge of our competitors, we believe that the companies we compete with offer fewer material choices and/or possess fewer manufacturing process alternatives than Unique. Unique’s access to broad production capabilities enables it to work with over 1,000 raw materials to develop the optimum solution for a given application. Unique’s broad product offering results in it being a single-source supplier to customers, which creates a competitive advantage.

Die Cut Products

Unique is primarily a supplier of die cut non-metallic materials and components. This is the Company’s core business, within all of its markets, developed through its technical expertise, broad customer base, strategic manufacturing footprint, diverse material selection and strong quality and delivery performance. Unique leverages its market position in die cutting by offering complementary products and processes such as thermoforming, compression molding and fusion molding.

Die cut products are utilized in applications such as air and water sealing, insulation, NVH performance and BSR conditions. Management estimates that the average light vehicle utilizes approximately $38.00 of non-metallic die cut components, based on typical product usage, implying a total North American automotive market of approximately $500 million. Unique is a market leader in this product area. The following diagram highlights examples of its die cut products:

Examples of Die Cut Products

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Thermoformed/Compression Molded Products

In 2005, Unique began expanding its product offerings to include thermoformed and compression molded products. Unique leveraged its position as a manufacturer of core die cut products to gain traction with customers who wanted a single-source solution for other related products, such as thermoformed, compression molded and fusion molded components.

Management seeks to continue the development of molded products that are complementary to the Company’s die cut products. These products have a higher engineering content and provide increased sales and margin growth. These products also differentiate Unique and make it more valuable to its target customers. The Company’s development efforts in this area have led to innovative product solutions such as Unique’s patent pending thermoformed HVAC duct modules, Unique’s proprietary TwinShape duct line. The TwinShape line is currently in production at one vehicle OEM and in development at four other OEMs.

Unique’s thermoformed and compression molded products include HVAC air ducts, door watershields, evaporator liners, console bin mats and fender insulators, among others. Unique believes there is significant room to grow within each of its thermoformed and compression molded product areas. The following diagram highlights examples of Unique’s thermoformed and compression molded products:

Examples of our Thermoformed/Compression Molded Products

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The following highlights Unique’s TwinShape line of innovative twin-sheet thermoformed air duct technology:

TwinShape Twin-Sheet Thermoformed Air Duct Technology

Fusion Molded Products

In 2008, Unique began to expand its product portfolio to include fusion molded components through an exclusive supply relationship with Chardan, Corp. In February 2014, Unique purchased the Chardan Business, bringing the fusion molding capability in-house. Fusion molding is an innovative foam molding process used to manufacture precise three dimensional components that are lightweight and provide excellent thermal and acoustic performance. Primarily used for NVH management and body sealing applications, the fusion molded products are complementary to Unique’s other product lines and give Unique additional options to provide light-weighting and NVH management solutions to its customers.

In Europe, the market for fusion molded products is fairly developed; BMW, Mercedes and VW have integrated the technology in their vehicles for several years. The North American market for fusion molding is growing rapidly as European OEMs source more fusion molded products in their North American vehicles and the technology gains traction with domestic OEMs such as Chrysler and GM. In addition, since there are a very limited number of North American suppliers with the engineering and manufacturing capabilities to produce fusion molded components, Unique is well positioned to capitalize on the growth in the North American market.

Unique’s fusion molded products include exterior mirror seals, cowl-to-hood seals, cowl-to-fender seals, and other NVH management and sealing applications like fillers, spacers and gaskets. The following diagram highlights examples of Unique’s fusion molded products:

Examples of our fusion molded products

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The following highlights the Unique’s fusion molding technology:

Fusion Molding Technology

Significant Customers

The Company’s customers are principally engaged in the North American automotive industry (approximately 80.3% of our net sales for the year ended January 4, 2015), as well as in the manufacturing of durable residential housing and some commercial products as a result of our acquisition of PTI (approximately 14.8% of our net sales for the year ended January 4, 2015). In the automotive market, the Company’s sales are primarily directly to Tier 1 suppliers to the OEMs. Approximately 14.0% of our net sales for the year ended January 4, 2015 were made directly to vehicle OEMs. Sales of Company products, directly and indirectly through Tier I suppliers, to General Motors, Chrysler Group, LLC and Ford Motor Company represented 18%, 18% and 14%, respectively, of our total net sales for the year ended January 4, 2015. Our three largest customers accounted for approximately 17.7% of our net sales for such period. No single customer accounted for more than 10% of our net sales for the year ended January 4, 2015.

Competitive Environment

We believe that customer sourcing decisions are based on the responsiveness of a supplier and its ability to deliver innovative solutions, quality products and competitive pricing. In order to be awarded opportunities, Unique strives to develop mutually beneficial relationships with its customers through technical support and consistent/predictable performance. Unique differentiates itself through innovation in materials, rapid responsiveness and broad manufacturing capabilities.

Unique estimates that the market for its core business for multi-material foam, rubber and plastic components utilized in NVH management, air and water sealing, functional and decorative applications to be approximately $500 million in North America. Unique believes that there is not any dominant supplier within the market, although Unique believes that it is the largest supplier, measured by net sales, within the market. There are significant barriers to entry into the market, including the complexities of managing production and ordering raw materials at the scale necessary and the difficulty, cost and length of time required to obtain acceptance by customers.

Liability and Insurance

We have liability and other insurance coverage which we believe is sufficient to cover our risks.

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Properties

The following sets forth our facilities as of June 29, 2015.

Principal Uses

Location

Approximate Square Footage

Owned or Leased

Headquarters, Sales/Engineering, Manufacturing

Auburn Hills, Michigan

150,000

Leased

Sales/Engineering Manufacturing

LaFayette, Georgia

72,000

Owned

Manufacturing

LaFayette, Georgia

75,000

Owned (1)

Sales/Engineering Manufacturing

Monterrey, Mexico

91,000

Leased

Manufacturing

Bryan, Ohio

42,000

Leased

Sales/Engineering Manufacturing

Louisville, Kentucky

73,000

Owned

Manufacturing

Evansville, Indiana

66,500

Owned

Manufacturing

Ft. Smith, Arkansas

70,000

Owned

Manufacturing

Murfreesboro, Tennessee

71,000

Owned

Manufacturing

Queretaro, Mexico

32,000

Leased

(1)

The new facility in Lafayette, Georgia has been substantially completed.

We also have an independent sales representative who maintains offices in Baldham, Germany. We do not lease or own the facilities at which he maintains his offices.

Each of our owned properties has been mortgaged to our senior lender to secure our borrowings under our senior credit facility.

Government Regulation

Our manufacturing operations, facilities and properties in the United States and Mexico are subject to evolving foreign, federal, state and local environmental and occupational health and safety laws and regulations, including those governing air emissions, wastewater discharge and the storage and handling of chemicals and hazardous substances. If we fail to comply with such laws and regulations, we could be subject to significant fines, penalties, costs, liabilities or restrictions on operations, which could negatively affect our financial condition.

We believe that our operations are in compliance, in all material respects, with applicable environmental and occupational health and safety laws and regulations, and our compliance with such laws and regulations has not had, nor is it expected to have, a material impact on our earnings or competitive position. However, new requirements, more stringent application of existing requirements or the discovery of previously unknown environmental conditions could result in material environmental related expenditures in the future.

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MANAGEMENT

Directors, Executive Officers and Corporate Governance

Our directors and executive officers and their respective ages as of the date of this prospectus are as follows:

Name		Age		Position with the Company
John Weinhardt		64		Chief Executive Officer, President and Director
Thomas Tekiele		48		Chief Financial Officer
Richard L. Baum, Jr.		55		Chairman of the Board
Paul Frascoia		46		Director
William Cooke		54		Director
Donn Viola		70		Director
Kim Korth		60		Director
James Illikman		47		Director

The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies:

John Weinhardt

John joined the board in 2007 and has served in his current role as President and Chief Executive Officer since 2009. Prior to Unique, John was a Principal in the Operations Group at American Capital, Ltd. Before joining American Capital, John was the head of manufacturing operations at Rain Bird Corporation. Prior to Rain Bird, he was President, Chief Operating Officer and part owner of Digitron Packaging. John has held senior management positions at AlliedSignal, Danaher Corporation, Prestolite Wire Corporation, Fayette Tubular Products, Inc. and Newcor, Inc. John received his bachelor’s degree in Mechanical Engineering from the Rose-Hulman Institute of Technology and his MBA/MS from Purdue University’s Krannert School of Management.

Thomas Tekiele

Tom joined Unique Fabricating NA, Inc. in 2001 as our Chief Financial Officer. Tom has twenty five years of experience with multi-plant financial management. Prior to joining Unique, Tom was the Corporate Controller for Cardell Corporation, a privately held supplier of metal stamping and plastic injection molding products to the automotive industry. Prior to Cardell Corporation. Tom was an Audit Manager at the public accounting firm of Arthur Andersen. Tom earned a Bachelor’s degree in Accounting from Michigan State University. He holds an inactive CPA license.

Richard L. Baum, Jr.

Richard has served on the board as Chairman since our inception in 2013. Richard joined Taglich Private Equity in 2005 and currently sits on the boards of BG Staffing, Inc. (NYSE MKT: BGSF), and five other portfolio companies of Taglich Private Equity. Prior to joining Taglich Private Equity, Richard led a group that purchased a private equity portfolio from Transamerica. From 1998 to 2003, Richard was a Managing Director in the small business merger and acquisition practices of Wachovia Securities and its predecessor, First Union Securities. From 1988 through 1998, Richard was a Principal with the Mid-Atlantic Companies, Ltd., a financial services firm focused on succession planning for high net worth business owners and their families (First Union purchased Mid-Atlantic in 1998). Richard received a Bachelor of Science Degree from Drexel University and an MBA from the Wharton School of the University of Pennsylvania.

Paul Frascoia

Paul has been the President and Chief Executive Officer of the Critical Process Systems Group, or CPS, and its predecessors since 2007. CPS is a group of manufacturing and design companies providing innovative industrial product solutions to an array of industries including semiconductor, chemical processing, industrial gas, mining, power generation, and life sciences. Prior to the establishment of CPS, Mr. Frascoia was the President of Fab-Tech, Inc. from 2005 to 2007 and Chief Financial Officer from 2001 to 2005. Prior to joining

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Fab-Tech he was Corporate Controller and Treasurer with Burton Snowboards, helping the company manage dramatic growth in core and affiliate brands. Before working for Burton, he was Corporate Controller of the Turtle Fur Company, the leading global winter sports accessory company. Mr. Frascoia received a Bachelor of Science degree in Business Administration from the University of Vermont in 1990. He holds an inactive CPA license.

William Cooke

William joined Taglich Brothers in 2012 and participates in sourcing, evaluating, and executing new investments as well as monitoring existing investments. Prior to joining Taglich Brothers, he was a Managing Director of Glenwood Capital LLC from 2010 to 2012, where he advised middle-market clients on capital raising and mergers and acquisitions. From 2001 to 2009, William sourced, evaluated and executed mezzanine transactions for The Gladstone Companies and BHC Interim Funding II, L.P. Before entering the private equity industry, William served as a securities analyst primarily covering the automotive and industrial sectors for ABN AMRO Incorporated and McDonald & Company Securities, Inc. William received his BA degree from Michigan State University and MBA degree from the University of Michigan. He is a Chartered Financial Analyst and a member of the board of directors of APR, LLC.

Donn J. Viola

Donn serves as a director of Allied Specialty Vehicles, a manufacturer of fire apparatus, ambulances, recreational vehicles, buses and terminal equipment, a director of Manac, Inc., a North American manufacturer of custom semitrailers, and a Director of Defiance Metal Products, a precision fabricating manufacturer of metal parts and assemblies. Donn previously was a director of Williams Controls (NYSE MKT: WMCO) until its sale in December 2012. In addition, Donn is the Chairman of the Navistar Retiree Supplemental Benefit Plan. Donn served as Chief Operating Officer of Donnelly Corporation, an automotive parts supplier, from 1996 until his retirement in 2002. From 1990 to 1996, he held positions as Senior Executive Vice President and Chief Operating Officer with Mack Trucks, a heavy truck manufacturer. Before Mack Trucks, Donn worked as the Executive Vice President of the Cars and Concepts Division of Masco Industries. Prior to Masco, Donn was a Vice President of Manufacturing Operations for Volkswagen of America and a General Superintendent of Production for General Motors Corporation. Donn has a Bachelor of Science in Mechanical Engineering from Lehigh University and completed the Stanford University Executive Program.

Kim Korth

Kim is President and Chief Executive Officer of TECHNIPLAS Group, a privately held group of specialized plastics companies that primarily serve the automotive, industrial, and medium and heavy truck industries. TECHNIPLAS is headquartered in Nashotah, Wisconsin and has four platform companies, Dickten Masch Plastics, based in Wisconsin, Nyloncraft based in Indiana, Weidmann Automotive & Industrial, based in Rapperswil Switzerland, and Vallotech based in Valorbe, Switzerland. Prior to joining the TECHNIPLAS Group, Kim was President and Chief Executive Officer of Supreme Industries, Inc. (NYSEMKT: STS), a producer of specialty vehicles based in Goshen, Indiana. Kim is also the founder of IRN Inc., a premier boutique-consulting firm focused on mid-sized manufacturing firms. Kim holds a B.A. degree from Western Michigan University and an M.I.M. from the American Graduate School of International Management (Thunderbird). She is currently a member of the board of Stoneridge Inc. (NYSE:SRI) and two other private companies. She is also a member of the Original Equipment Suppliers Association (OESA).

James Illikman

James joined Peninsula Capital Partners, LLC, a mezzanine and equity capital fund manager, in 2003 and became a partner in 2005. James has over twenty years of experience in private equity, mergers and acquisitions, corporate finance and operations management. Prior to joining Peninsula Capital Partners, James was with Talon Equity Partners, LLC, a middle-market buyout firm, where he was responsible for investment origination and portfolio management. Before Talon Equity Partners, he held positions with Freudenberg-NOK General Partnership, United Technologies Corporation and the predecessor entity to Delphi Corporation. At these firms, James served in various corporate finance roles. James has also served as interim President and Chief Financial Officer of companies within his portfolio management responsibility. James earned both a Bachelor and Master’s in Business Administration degrees from the University of Michigan. He is a member of the CFA Institute.

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When considering whether the directors have the experience, qualifications, attributes and skills, taken as a whole to enable our board to satisfy its oversight responsibilities effectively, the board focuses on the diversity of skills, business and professional business experience reflected in the descriptions above. In particular:

Each officer is appointed by and serves at the pleasure of the board subject to the terms of their respective employment agreements.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. The composition of our board of directors prior to this offering was governed by the terms of the Stockholders Agreement among the Company and the stockholders named herein, dated March 18, 2013, or the Stockholders Agreement, pursuant to which the Taglich founding investors, as defined, have designated Richard L. Baum, Jr., William M. Cooke, Paul Frascoia and Donn Viola as directors. Pursuant to the Stockholders Agreement, Peninsula has designated James Illikman and Kim Korth as directors. The Stockholders Agreement will terminate upon the completion of this offering, except for certain registration rights described in “Shares Eligible for Future Sale.” However, pursuant to a director nomination agreement which will be effective upon the completion of this agreement, Peninsula will have the right to nominate one director until such time as its beneficial ownership of our common stock is less than 5% of our total outstanding shares of common stock. The director initially nominated by Peninsula is James Illikman. Upon completion of the offering, Peninsula will beneficially own 16.71% of our shares of common stock.

In accordance with our amended and restated certificate of incorporation, immediately upon the closing of this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders following this offering, the successors to the directors whose terms then expire will be elected to serve until the third annual meeting following the election. At the closing of this offering, our directors will be divided among the three classes as follows:

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Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Director Independence

Under the rules and listing standards of NYSE MKT, or the NYSE Listing Rules, a majority of the members of our board of directors must satisfy the NYSE Listing Rules criteria for “independence.” No director qualifies as independent under the NYSE Listing Rules unless our board of directors affirmatively determines that the director does not have a relationship with us that would impair independence (directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our board of directors has determined that our directors other than John Weinhardt are independent directors as defined under the NYSE Listing Rules. Mr. Weinhardt is not independent under the NYSE Listing Rules as a result of his position as our President and Chief Executive Officer. See “Certain Relationships and Related Party Transactions” below for additional information.

Board Committees

The standing committees of our board of directors consist of an Audit Committee and a Compensation Committee. Each of the committees reports to the board of directors as they deem appropriate and as the board may request. The expected composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Audit Committee is responsible for, among other matters: (1) appointing, retaining and evaluating our independent registered public accounting firm and approving all services to be performed by them; (2) overseeing our independent registered public accounting firm’s qualifications, independence and performance; (3) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (5) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (6) reviewing and approving related party transactions.

Our Audit Committee will consist of Paul Frascoia, Donn Viola, and Kim Korth. We believe that all qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We also believe that Paul Frascoia qualifies as our “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K. Our board of directors has adopted a written charter for the Audit Committee in connection with this offering, which will be available on our corporate website at www.uniquefab.com following the completion of this offering. The information on our website is not part of this prospectus.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, chief executive officer, and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans.

Our Compensation Committee consists of Richard L. Baum, Jr., Donn Viola and James Illikman. Our board of directors has adopted a written charter for the Compensation Committee in connection with this offering, which will be available on our corporate website at www.uniquefab.com following the completion of this offering. The information on our website is not part of this prospectus.

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No member of our Compensation Committee is a current or former officer or employee of Unique Fabricating, Inc., or its subsidiaries or has had a relationship requiring disclosure by Unique Fabricating, Inc., under applicable federal securities regulations. No executive officer of Unique Fabricating, Inc. served as a director or member of the Compensation Committee of any entity that has one or more executive officers serving as a member of our board of directors or Compensation Committee.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the following events during the past five years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics, which outlines the principles of legal and ethical business conduct under which we do business. The code is applicable to all of our directors, officers and employees and will be available on our corporate website following the completion of the offering. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by applicable rules and exchange requirements.

Non-Employee Director Compensation

Some of our non-employee directors received cash compensation for their service on our board of directors and committees of our board of director during 2014. The following table provides information regarding total compensation that was granted to our non-employee directors during the year ended January 4, 2015.

Director Name		Total
Richard L. Baum, Jr. (1)		$	—
Paul Frascoia (2)		$	12,500
William Cooke (1)		$	—
Donn J. Viola		$	25,000
Kim Korth		$	22,500
James Illikman (3)		$	—

(1)

Taglich Private Equity provides services to the Company pursuant to a Management Service Agreement. These services have included the board services of board members Taglich Private Equity designated under the Stockholders Agreement. Historically, such board members, Richard L. Baum, Jr. and William Cooke, did not receive compensation from the Company for their board service. However, upon the completion of this offering, director fees will be paid directly to any director who is a related person of Taglich Private Equity or Taglich Brothers, and the annual consulting fee paid by the Company to Taglich Private Equity under the Management Services Agreement will be reduced by the amount of director fees so paid and by any equity awards received as compensation for serving on the board.

(2)

Mr. Frascoia joined the board of directors in July 2014.

(3)

Representative appointed by Peninsula who has not received compensation for board service.

We intend to implement a formal policy to be effective upon completion of this offering pursuant to which our non-employee directors would be eligible to receive equity awards and annual cash retainers as compensation for service on our board of directors and committees of our board of directors.

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EXECUTIVE COMPENSATION

The following describes the material elements of compensation awarded to, earned by, or paid to our named executive officers, our President and Chief Executive Officer, John Weinhardt, and our Chief Financial Officer, Thomas Tekiele. No other individuals served as an executive officer during the year ended January 4, 2015.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers for the year ended January 4, 2015.

Name and Principal Position		Year				Salary				Non-Equity Incentive Plan Compensation (1)				Other Compensation				Total
John Weinhardt President and Chief Executive Officer			2014			$	330,000			$	496,788			$	82,739	(2)		$	909,527
Thomas Tekiele Chief Financial Officer			2014			$	233,333			$	96,895			$	22,340	(3)		$	352,568

(1)

The amounts reported reflect the following: (i) bonuses paid under each executive’s employment agreement; and (ii) amounts paid under our predecessor’s executive incentive compensation plan, which was organized as a phantom stock plan covering only specific executives. Participants became fully vested upon our acquisition of the predecessor company, Unique Fabricating NA, Inc. on March 18, 2013 which was a change of control under the plan. The amounts paid under the plan were the responsibility of the predecessor company and deducted from the purchase price paid by us paid to the predecessor’s owners.

(2)

Includes relocation ($35,100), 401(k) contribution, car, housing and travel allowance.

(3)

Includes 401(k) contribution and car allowance.

Outstanding Equity Awards as of January 4, 2015

The following table sets forth information regarding outstanding stock options held by our named executive officers as of January 4, 2015. Our named executive officers did not hold any restricted stock or other awards as of January 4, 2015.

Name		Grant Date (2) (3)				Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price (1)				Option Expiration Date
John Weinhardt			7/1/2013				54,000				81,000			$	3.33				7/1/2023
Thomas Tekiele			7/1/2013				18,000				27,000			$	3.33				7/1/2023

(1)

This column represents the fair value of a share of our common stock on the date of grant, as determined by our board of directors.

(2)

20% of the shares subject to the stock option vest over a four-year period on each anniversary of the initial grant, subject to continued service with us through each vesting date.

(3)

Option is subject to accelerated vesting upon a qualifying termination of the executive’s employment with us following a change of control.

John Weinhardt, our Chief Executive Officer, and Thomas Tekiele, our Chief Financial Officer, were eligible to receive bonuses during fiscal year 2014 which provided for cash payments based upon achievement of specified performance objectives.

John Weinhardt has an annual bonus target of 75% of his base salary. Thomas Tekiele has an annual bonus target of 40% of his base salary. Bonuses are based on a combination of corporate performance against the Financial Plan approved by the board of directors and performance against certain individual goals and objectives. Bonuses are only paid if at least 75% of Plan results are achieved. Performance between 75% and

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100% of Plan results establishes a potential bonus payout of that same percentage of the bonus target. Performance above 100% of Plan results establishes a potential bonus payout based on a bonus target multiplier of 2 for every percent that actual results exceed Plan. For example, achievement of 110% of Plan results establishes a potential bonus payout of 120% of the bonus target. The actual bonus paid is the potential bonus based on corporate performance factored by the individual’s achievement of individual goals and objectives.

Executive Employment Arrangements

John Weinhardt

John Weinhardt has a one year employment agreement that currently expires on March 18, 2016 which renews automatically each year for successive one-year terms, on the same terms and conditions then in effect, unless notice of non-renewal is given by either Mr. Weinhardt or us at least 90 days prior to the end of the applicable term. The agreement provides for an initial base salary of $330,000 per year (subject to annual review and increase as the Company deems appropriate, but not decrease except temporarily in case of severe reduction in the Company’s sales) as well as certain benefits including vacation, health care and the use of a company paid leased car. The agreement provides for payment of lodging expenses in the Detroit metropolitan area of up to $2,000 per month, expenses for travel between the Detroit metropolitan area and Mr. Weinhardt’s principal residence of up to $1,000 per month and the payment of relocation costs of up to $100,000. The agreement provides for an annual bonus, subject to the satisfaction of terms and conditions determined by the board, of up to 75% of Mr. Weinhardt’s base salary.

Mr. Weinhardt is subject to a non-compete covenant, which provides that during the term of employment and for fifty two weeks following his termination, Mr. Weinhardt may not, directly or indirectly, participate in, engage in or have a financial interest in or management position or other interest in any business that is competitive with the Company’s business. Similarly, during the term of employment and for fifty two weeks following the date of his termination, Mr. Weinhardt may not, directly or indirectly, solicit or otherwise interfere with the Company’s relationship with any employee, customer or supplier of the Company. Mr. Weinhardt is also required to keep confidential during the term of employment and thereafter all confidential and proprietary information concerning the Company and its business.

Thomas Tekiele

Thomas Tekiele has a one year employment agreement that currently expires on March 18, 2016, which renews automatically each year for successive one-year terms, unless notice of non-renewal is given by Mr. Tekiele or us at least 90 days prior to the end of the then applicable term. The agreement provides for compensation in the form of base salary, currently $238,000 per year, and bonus, as well as certain benefits including vacation, health care and the use of a company car. The agreement provides for an annual bonus, subject to the satisfaction of terms and conditions determined by the board of up to 40% of Mr. Tekiele’s base salary.

Mr. Tekiele is subject to a non-compete covenant, which provides that during the term of employment and for fifty two weeks following his termination, Mr. Tekiele may not, directly or indirectly, participate in, engage in or have a financial interest in or management position or other interest in any business that is competitive with the Company’s business. Similarly, during the term of employment and for fifty two weeks following the date of his termination, Mr. Tekiele may not, directly or indirectly, solicit or otherwise interfere with the Company’s relationship with any employee, customer or supplier of the Company. Mr. Tekiele is also required to keep confidential during the term of employment and thereafter all confidential and proprietary information concerning the Company and its business.

Post-Employment Compensation

Our employment agreements with our named executive officers described above provide that upon termination of the officer by the Company without cause or if the Company delivers a notice of non-renewal to an executive, the separating named executive officer is entitled to receive payment of the executive’s base salary for fifty two weeks or until such time as the executive accepts employment with another company, whichever period is shorter, and, if the executive elects COBRA coverage, continuation of all benefits during

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the 12 month period, in accordance with our standard compensation and payroll procedures for active employees participating in such plans. Mr. Weinhardt also will be entitled to the use of a company paid leased vehicle, fuel and routine maintenance. Receipt of these severance benefits is contingent upon the separation of named executive officer executing and not revoking a general release of claims in favor of the Company and its affiliates and compliance with the executive’s obligations under the employment agreement, including non-complete, non-solicitation and non-disclosure covenants, and under equity holder or other agreements.

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capitalization, the Compensation Committee or such other committee administering the 2014 Plan 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.

Plan Administration .  The 2014 Plan will be administered by the Compensation Committee of our board (which will consist exclusively of outside directors), or by such other committee consisting of not less than two non-employee directors appointed by the board. The committee will be comprised solely of directors qualified to administer the 2014 Plan pursuant to Rule 16b-3 under the Exchange Act. It also is expected that the composition of the committee will satisfy the requirements of Treas. Reg. Section 1.162 27(e)(3) with respect to grants made to certain key executive officers, which is one of the factors necessary to enable the Company to avoid the income tax deduction limitation under Section 162(m) of the Code on annual compensation in excess of $1,000,000.

Eligibility and Participation .  Employees eligible to participate in the 2014 Plan include management and key employees of the Company and its subsidiaries, as determined by the committee, including employees who are members of the board. Directors who are not employees and consultants to the Company also will be able to participate in the 2014 Plan.

Amendment and Termination of the Plan .  In no event may any award under the 2014 Plan be granted on or after the tenth anniversary of the 2014 Plan’s effective date. The board may amend, modify or terminate the 2014 Plan at any time. However, no amendment requiring stockholder approval for the 2014 Plan to continue to comply with Sections 162(m), 409A or 422 of the Code will be effective unless approved by stockholders, and no amendment, termination or modification will materially and adversely affect any outstanding award without the consent of the participant.

Awards Under the Plan

Stock Options .   The committee may grant incentive stock option, or ISOs, non-qualified stock options, or non-ISOs, or a combination of ISOs and non-ISOs. There are certain tax advantages to employees who receive ISOs. However, certain restrictions also apply to such grants. ISOs can be granted only to employees (not to non-employee directors or consultants), and the option exercise price must be at least equal to 100% of the fair market value of a share of common stock on the date the option is granted (110% in the case of an individual who is a 10% owner of the Company). An ISO may not be exercised later than 10 years after the date of grant (five years in the case of 10% owners of the Company). ISOs also may not be exercised later than three months (one year in the case of a termination of employment due to disability) after the option holder’s termination of employment other than due to his or her death. Common stock will be deemed to be acquired under an ISO only with respect to the first $100,000 worth of common stock (valued on the date of grant) first exercisable in any calendar year and the excess number of shares will not be deemed to have been acquired under an ISO.

ISOs may be transferred only by will or under the laws of descent and distribution and, during the participant’s lifetime, will be exercisable only by the participant or his or her legal representative. Each stock option agreement will specify the holder’s (or his or her beneficiary’s) rights in the event of retirement, death or other termination of employment. Except as may be provided in the stock option agreement, if an option holder’s employment is terminated for “cause,” as defined by the 2014 Plan, all options granted to such holder will be forfeited. The option exercise price is payable in cash, in shares of common stock having a fair market value equal to the exercise price, by share withholding or a combination of the foregoing.

SARS .   SARs may be in the form of freestanding SARs, SARs granted together with options, or tandem SARS, or a combination of both. The base value of a freestanding SAR must be equal to the fair market value of a share of common stock on the date of grant. The base value of a tandem SAR must be equal to the exercise price of the related option. Freestanding SARs may be exercised upon such terms and conditions as are imposed by the committee and set forth under the SAR award agreement. A tandem SAR may be exercised only with respect to the shares of common stock for which its related option is exercisable. Tandem SARs will expire no later than the expiration of the related option and the term of any tandem SAR which is linked to an ISO may not exceed ten years. Tandem SARs may be exercised only when the fair market value

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of the shares subject to the option exceeds the option exercise price. Furthermore, the number of shares of common stock that may be acquired under the related option will be reduced, one for one, by the number of shares with respect to which the tandem SAR is exercised.

Upon the exercise of an SAR, a participant will receive the difference between the fair market value of a share of common stock on the date of exercise and the base value multiplied by the number of shares with respect to which the SAR is exercised. Payment due upon exercise may be in cash, in shares of common stock having a fair market value equal to such cash amount, or a combination of cash and shares, as determined by the committee.

SARs may only be transferred by will or under the laws of descent and distribution and, during the lifetime of a participant, may be exercised only by the participant or his or her legal representative. Each SAR award agreement will specify the participant’s (and his or her beneficiary’s) rights in the event of death or other termination of employment. Except as may be provided in a grant award made to a particular participant, if a participant voluntarily terminates his employment (other than as a result of disability) without the Company’s consent or without “good reason,” as defined, or if the participant is terminated for “cause” under the 2014 Plan, all SARs will be forfeited.

Restricted Stock.   Restricted stock are shares of common stock transferred to a participant which are subject to forfeiture if certain employment or vesting requirements are not met during the “restriction period.” Restricted stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable restriction period or upon earlier satisfaction of conditions specified by the committee. During the restriction period, holders may exercise full voting rights and will be credited with cash dividends. Dividends credited during the restriction period will be withheld by the Company until the related shares of restricted stock vest and will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid. All rights with respect to restricted stock will be available only during a participant’s lifetime, and each restricted stock award agreement will specify the participant’s (and his or her beneficiary’s) rights in the event of death or other termination of employment. Except as may be provided in an award agreement, if a participant’s employment is terminated for any reason prior to the end of the restriction period, all shares of restricted stock granted to such participant will be forfeited.

RSUs .   Each RSU represents an agreement by the Company to deliver to the participant one share of common stock at a predetermined date. RSUs are subject to forfeiture if certain employment requirements or other vesting requirements are not met or if a participant’s employment is terminated for any reason prior to the end of the restriction period, unless otherwise provided in the award agreement. All rights with respect to RSUs will be available only during a participant’s lifetime, and each RSU award agreement will specify the participant’s (and his or her beneficiary’s) rights in the event of death or other termination of employment.

Performance Shares and Performance Units.   Performance shares and units are similar to shares of restricted stock and RSUs except that certain individual, financial or other company-related goals and targets must be met in order for the performance shares and units to become non-forfeitable. The committee will set performance goals which will determine the number and/or value of performance shares or units that will be paid to participants. The committee also may develop, subject to stockholder approval, goals and targets that must be met in order to determine the vesting and/or the amount of performance shares and/or units granted to key executives in order to avoid Section 162(m) limitations. Participants will be entitled to receive payment of the value of performance shares or units earned in cash and/or shares of common stock which have an aggregate fair market value equal to the value of the earned performance shares or units after the end of the applicable performance period. Prior to the beginning of each performance period, participants may elect to defer receipt of payout on such terms as the committee deems appropriate. Participants may be entitled to have dividends declared with respect to performance shares earned in connection with performance share/unit grants earned but not yet distributed held in their performance accounts, subject to the same restrictions as are applicable to dividends earned with respect to restricted stock. The performance shares and units may also be subject to other vesting requirements or other restrictions, such as continued employment for specified periods of time.

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Except as may be provided in an award agreement with respect to a particular participant, in the event a participant’s employment is terminated for any reason, all performance shares and units granted to such participant will be forfeited. Performance shares and units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

Cash Incentives.   Under the terms of a cash incentive grant, certain individual, financial or other Company-related goals and targets must be met in order for the cash incentives to become non-forfeitable and to determine the amount of the cash incentives to which a participant is entitled. The committee will set performance goals which, depending on the extent to which they are met during the performance periods established by the committee, will determine the value of cash incentives that will be paid to a participant. Participants will receive payment of the cash incentives at the end of the applicable performance periods. Prior to the beginning of each performance period, a participant may elect to defer receipt of payout on such terms as the committee deems appropriate. Except as may be provided in an award agreement with respect to a particular participant, if a participant’s employment is terminated for any reason, all unpaid cash incentives granted to such participant will be forfeited. Rights to cash incentives may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.

Limits on Grants.   To avoid the income tax deduction limitation under Section 162(m) of the Code on annual compensation in excess of $1,000,000, there are limits on the maximum number of options and SARS that may be granted, the maximum value of restricted stock, RSUs, performance units and shares that may be distributed and the maximum dollar amount of cash incentives that may be paid to any key executive under the 2014 Plan in any year.

Merger, Consolidation, Sale of Assets or Change in Control of the Company

As of the effective date of a merger, consolidation, sale of all or substantially of the assets or the change in control of the Company (and if the merger, consolidation or other transaction agreement does not provide for the continuation of awards or the substitution of new awards), (1) any option or SAR outstanding will become immediately exercisable and (2) any restriction periods and restrictions imposed on restricted stock will be deemed to have expired. Performance shares or units payable after the date of a merger, consolidation or other transaction will be paid in cash as of the date they originally were to be paid unless, subject to the limitations imposed by Code Section 409A, the Company or its successor determines to pay such amounts as of an earlier date. Except as may be provided in a particular award, the number of performance shares and units will be prorated based on the attainment of the applicable performance goals at the target level if, as a result of the merger, consolidation, or other transaction the value of such awards cannot be determined.

Defined Contribution Plan; 401(k)

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.

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Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Unique Fabricating, Inc., 800 Standard Parkway, Auburn Hills, Michigan 48326.

Name of Beneficial Owner		Number of Shares Beneficially Owned				Percent Beneficially Owned Before this Offering				Percent Beneficially Owned After this Offering*
Five percent stockholders
The Peninsula Fund V, Limited Partnership 500 Woodward Avenue, Suite 2800 Detroit, Michigan 48226			1,444,632	(1) (2)			21.34				16.71
Michael N. Taglich 790 New York Avenue, Suite 209 Huntington, New York 11743			426,900	(3)			6.32				4.94
Robert Taglich 790 New York Avenue, Suite 209 Huntington, New York 11743			441,900	(4)			6.54				5.12
Directors and named executive officers
John Weinhardt, President and Chief Executive Officer			223,500	(5)			3.28				2.57
Thomas Tekiele, Chief Financial Officer			85,500	(6)			1.26					*
Richard L. Baum, Jr., Chairman			257,994	(7)			3.82				2.99
William Cooke, Director			46,500	(8)				*				*
Donn J. Viola, Director			60,000					*				*
Paul Frascoia, Director			6,000					*				*
Kim Korth, Director			0					*				*
James Illikman, Director			0					*				*
(all directors and officers as a group (eight) persons)			679,494	(5) (6) (7) (8)			9.9				7.8