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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 13, 2021

 UNIQUE FABRICATING, INC.
(Exact name of registrant as specified in its Charter)
Delaware 001-37480 46-1846791
(State or other jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
800 Standard Parkway
Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (248) 853-2333
Not applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $.001 per share UFAB NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company o

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




Item 2.02. Results of Operations and Financial Condition.
On May 13, 2021, Unique Fabricating, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2021. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The press release is also available on the Company’s Investor Relations website at uniquefab.com.
The information in this Item 2.02 and Item 9.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.

EXHIBIT INDEX
Exhibit No. Description


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNIQUE FABRICATING, INC.
Date: May 13, 2021 By: /s/ Brian P. Loftus
Brian P. Loftus
Chief Financial Officer


UFAB1A.JPG
Investor Inquiries:
Rob Fink, FNK IR
(646) 809-0408
rob@fnkir.com
Unique Fabricating, Inc. Reports First Quarter 2021 Financial Results
Auburn Hills, MI – May 13, 2021 — Unique Fabricating, Inc. (NYSE American: UFAB), a leader in engineering and manufacturing multi-material foam, rubber, and plastic components utilized in noise, vibration, and harshness management and air/water sealing applications for the transportation, appliance, medical, and consumer markets, today announced its financial results for the first quarter ended March 31, 2021.
First Quarter 2021 Financial Results
Net sales of $34.8 million compared to $34.7 million in the first quarter of 2020.
Net loss of $1.1 million or $0.11 per basic and diluted share compared to a net loss of $2.3 million or $0.24 per basic and diluted share in the first quarter of 2020.
Net debt(1) increased $(6.7) million to $52.0 million as of March 31, 2021, from $45.3 million as of March 31, 2020; the 2021 amount includes the $6.0 million PPP loan.
Interest expense decreased $1.0 million to $0.7 million compared to the prior year period of $1.7 million.
“We increased both gross profit and operating income from the year ago period on essentially flat revenues reflecting our continued focus on cost reduction, efficiency, and consolidation activities,” said Doug Cain, President and Chief Executive Officer. “These improvements also helped us offset the impacts in our customer markets and our supply chains from the well-documented microchip and other raw material availability issues negatively affecting volumes and costs. We are also continuing to deal with the lingering impact of COVID-19, including a challenging labor market.”
“Based on current third-party forecasts reflecting the increased negative impact from the microchip shortage, we believe our second quarter revenue will be lower than our first quarter revenue,” added Mr. Cain. “Light duty vehicle inventory levels remain significantly below historical norms and retail sales, while strong, are constrained by inadequate new vehicle supply. We are optimistic that we are nearing the low-water mark in our top line projections and that we will see improvements in the second half of 2021 and into 2022. The size of the revenue increases in the second half of 2021 are dependent upon our customers’ abilities to secure sufficient microchip supply and successfully manage supply chain disruptions that are likely to continue in the second half of 2021.”
“We believe we enter the second quarter of 2021 poised to generate improved results when our markets strengthen and our volumes increase,” added Mr. Cain. “The industry forecast underscores the pent-up demand in the second half of 2021 and all of 2022. We remain encouraged by the strength in the home building and home remodeling industries where we have been capturing market share and volumes continue to be robust even as supply has also been running behind demand.”
First Quarter 2021 Financial Summary
Net sales for the quarter were $34.8 million, up $0.1 million from $34.7 million during the same period last year. Sequentially, net sales were $0.2 million lower than the $35.0 million reported in the fourth quarter of 2020. Gross profit for the first quarter of 2021 was $5.9 million, or 16.8% of net sales, compared to $5.6 million, or 16.1% of net sales, for the same period last year. Sequentially, gross profit improved compared to the $5.0 million, or 14.4% of net sales, in the fourth quarter of 2020, reflecting improved direct labor costs.
Net loss was $1.1 million or $0.11 per basic and diluted share compared to a net loss of $2.3 million or $0.24 per basic and diluted share in the first quarter of 2020. The narrowing of the net loss reflects the $0.9 million lower restructuring expenses related to the previously completed facility closures and $1.0 million lower interest



expense as the first quarter of 2020 was impacted by a significant decline in LIBOR futures, which resulted in higher interest expense from our interest rate swap. The lower restructuring and interest rate expenses were partially offset by higher income tax expense in the first quarter of 2021 as a result of a valuation allowance in the U.S. and higher income in other tax jurisdictions compared to the first quarter of 2020. Sequentially, the net loss increased in the first quarter of 2021 as compared to the fourth quarter of 2020 primarily as a result of higher income tax expense, which was partially offset by higher gross profit and lower selling, general, and administrative expenses in the first quarter of 2021 as compared to the fourth quarter of 2020.
Balance Sheet Summary
As of March 31, 2021, the Company had approximately $2.7 million in cash and cash equivalents, compared to March 31, 2020 and December 31, 2020 when the Company had $1.1 million and $0.8 million, respectively, in cash and cash equivalents. Total debt outstanding as of March 31, 2021 was $54.7 million compared to $46.4 million as of March 31, 2020 and $50.4 million as of December 31, 2020. Included in total debt at March 31, 2021 and December 31, 2020 is the $6.0 million Paycheck Protection Program (PPP) loan received in the second quarter of 2020. We applied for forgiveness in the fourth quarter of 2020 and we believe we will qualify for full forgiveness from the U.S. Small Business Administration sometime in 2021.
As previously disclosed, we entered into a Forbearance Agreement with our lenders under which, during a period commencing on April 9, 2021 and through and including June 15, 2021, the Company will be able to borrow on its revolving line of credit, subject to the terms and conditions for making a revolving credit advance, including availability, and the Lenders have agreed, subject to the terms of the Forbearance Agreement, to forbear from enforcing their rights or seeking to collect payment of the Company’s debt or disposing of the collateral securing the debt. The Company intends to use the forbearance period to continue negotiations with the Lenders to enter into an amendment and waiver to cure the defaults. There can be no assurance that the Company will be able to enter into an amendment or waiver with the Lenders or if it enters into an amendment, what the terms, restrictions, and covenants of the amendment will contain.
2021 Outlook and Beyond
As of the latest North American third-party service light vehicle production forecasts, first half production has been reduced again to approximately seven million units and the second half of 2021 is now showing a reduction to approximately eight million units, primarily due to the impact of the semiconductor shortages. For 2022, the belief is that the production volumes will increase with initial forecasts of 16.8 million units as this lost production is recovered and the strong consumer demand remains. If this light vehicle production forecast level for 2021 holds, management expects to generate operating profits and improved operating cash flows, reflecting cost-reduction and efficiency related actions taken to date. Management notes that projected results are subject to substantial uncertainty regarding the continuing impact of the COVID-19 pandemic on the economy and our industry, as well as other factors referenced in “Forward Looking Statements.” There can be no assurance that our or industry results will not vary significantly from current expectations.
Results Conference Call
Unique Fabricating will host a conference call and live webcast today at 4:30 p.m. Eastern Time to review the quarterly results and provide a corporate update. To access the conference call, please dial +1 (844) 602-0380 (toll free) or +1 (862) 298-0970 and if requested, reference conference ID 41247. The conference call will also be webcast live on the Investor Relations section of the Company's website at http://ir.uniquefab.com.
Following the conclusion of the live call, a replay of the webcast will be available on the Investor Relations section of the Company's website for at least 90 days. A telephonic replay of the conference call will also be available from 12 p.m. ET on May 14, 2021 until 11:59 p.m. ET on May 27, 2021 by dialing +1 (877) 481-4010 (United States) or +1 (919) 882-2331 (international) and using the passcode 41247.
About Unique Fabricating, Inc.
Unique Fabricating, Inc. (NYSE American: UFAB) engineers and manufactures components for customers in the transportation, appliance, medical, and consumer markets. The Company’s solutions are comprised of multi-material foam, rubber, and plastic components and utilized in noise, vibration and harshness (“NVH”) management, acoustical management, water and air sealing, decorative and other functional applications. Unique leverages proprietary manufacturing processes, including die cutting, thermoforming, compression molding, fusion molding, and reaction injection molding to manufacture a wide range of products including air management products, heating ventilating and air conditioning (“HVAC”), seals, engine covers, fender stuffers, air ducts, acoustical insulation, door water shields, gas tank pads, light gaskets, topper pads, mirror gaskets, glove box



liners, personal protection equipment, and packaging. The Company is headquartered in Auburn Hills, Michigan. For more information, visit http://www.uniquefab.com.
About Non-GAAP Financial Measures
We present Net Debt, a non-GAAP financial measure, in this press release to provide a supplemental measure of our financial position. We believe that Net Debt is a useful measure of the Company's credit position and progress toward reducing leverage. The calculation is limited in that the Company may not always be able to use cash to repay debt on a dollar-for-dollar basis.
We present Consolidated EBITDA (defined as “Consolidated EBITDA” in our Amended and Restated Credit Agreement, as amended), a non-GAAP financial measure, in this press release to allow evaluation of our covenant compliance in accordance with our Amended and Restated Credit Agreement. Consolidated EBITDA, as defined in our Credit Agreement, is earnings before interest expense, income tax expense (benefit), depreciation and amortization expenses, management fees, non-cash stock compensation expenses, restructuring expenses, goodwill impairment charges, and consulting and licensing costs from our ongoing enterprise resource planning (“ERP”) system implementation. There may be additional adjustments allowed by the Amended and Restated Credit Agreement and there are dollar limitations on certain adjustments and add backs. Please refer to our Amended and Restated Credit Agreement, as amended, for a complete understanding of all adjustments and add backs allowed to Consolidated EBITDA as well as our financial covenants. The Company is presenting Consolidated EBITDA to measure our covenant compliance, not as a supplemental performance measurement. Certain of the allowable adjustments and add backs to Consolidated EBITDA are recurring in nature and cash expenses, which we believe limits the usefulness of Consolidated EBITDA as a measurement of the Company’s performance. As of December 31, 2020 and March 31, 2021, we were not in compliance with our financial covenants and, as a result, in default under the Amended and Restated Credit Agreement. We have entered into a Forbearance Agreement with our lenders under which, during a period commencing on April 9, 2021 and through and including June 15, 2021, the Company will be able to borrow on its Revolver, subject to the terms and conditions to making a revolving credit advance, including availability, and the Lenders have agreed, subject to the terms of the Forbearance Agreement, to forbear from enforcing their rights or seeking to collect payment of the Company’s debt or disposing of the collateral securing the debt. The Company intends to use the forbearance period to continue negotiations with the Lenders to enter into an amendment and waiver to cure the defaults. There can be no assurance that the Company will be able to enter into an amendment or waiver with the Lenders or if it enters into an amendment, what the terms, restrictions, and covenants of the amendment will contain. Without an amendment and waiver that cures the default, substantial doubt about the Company’s ability to continue as a going concern remains.
These non-GAAP financial measures may have limitations as analytical tools, and these measures should not be considered in isolation as a substitute for analysis of Unique Fabricating's results as reported under GAAP.
Safe Harbor Statement
Except for the historical information contained herein, the matters discussed in this news release include forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company's or the Company's industry's actual results, levels of activity, performance or achievements including statements relating to the Company’s results for the second quarter of 2021 to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by this press release. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “outlook,” and similar expressions are used to identify these forward-looking statements. Such forward-looking statements include statements regarding, among other things, our expectations about net sales, Consolidated EBITDA, and adjusted diluted earnings per share. All such forward-looking statements are based on management’s present expectations and are subject to certain factors, risks and uncertainties that may cause actual results, outcome of events, timing and performance to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission and in particular the Section entitled “Risk Factors”, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All statements contained in this press release are made as of the date of this press release, and Unique Fabricating does not intend to update this information, unless required by law. Reference to the Company’s website above does not constitute incorporation of any of the information thereon into this press release.



(1) Net debt, a non-GAAP financial measure, is defined as debt minus cash and cash equivalents. Please refer to the Reconciliation of Non-GAAP Financial measures included in the tables included with this press release for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.



UNIQUE FABRICATING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited – dollars in thousands)

   March 31,
2021
December 31,
2020
Assets   
Current assets   
Cash and cash equivalents $ 2,729  $ 760 
Accounts receivable, net of reserves of approximately $1.2 million and $1.2 million at March 31, 2021 and December 31, 2020, respectively
27,020  23,759 
Inventory, net 13,562  11,951 
Prepaid expenses and other current assets:   
Prepaid expenses and other 4,667  5,643 
Refundable taxes 3,975  4,027 
Total current assets 51,953  46,140 
Property, plant, and equipment, net 23,095  22,383 
Goodwill 22,111  22,111 
Intangible assets 6,705  7,605 
Other assets
Operating leases 9,837  10,415 
Investments, at cost 1,054  1,054 
Deposits and other assets 289  579 
Deferred tax asset 893  893 
Total assets $ 115,937  $ 111,180 
Liabilities and Stockholders’ Equity   
Current liabilities:   
Accounts payable $ 13,455  $ 10,892 
Current maturities of long-term debt 37,133  35,864 
Income taxes payable 224  204 
Revolver, current maturities 16,787  11,494 
Accrued compensation 863  792 
Other accrued liabilities 4,158  4,551 
Total current liabilities 72,620  63,797 
Long-term debt, net of current maturities 750  2,999 
Other long-term liabilities:
Other liabilities 9,744  10,519 
Total liabilities 83,114  77,315 
Stockholders’ equity:
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,779,147 and 9,779,147 issued and outstanding at March 31, 2021 and December 31, 2020, respectively
10  10 
Additional paid-in-capital 46,153  46,126 
Accumulated deficit (13,340) (12,271)
Total stockholders’ equity 32,823  33,865 
Total liabilities and stockholders’ equity $ 115,937  $ 111,180 



UNIQUE FABRICATING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited – dollars in thousands, except per share amounts)



Three Months Ended March 31,
   2021 2020
Net sales $ 34,798  $ 34,661 
Cost of sales 28,936  29,070 
Gross profit 5,862  5,591 
Selling, general, and administrative expenses 5,814  5,884 
Restructuring expenses —  920 
Operating income (loss) 48  (1,213)
Other income (expense):   
Other, net 18  (24)
Interest expense (693) (1,666)
Other expense, net (675) (1,690)
Loss before income tax expense (benefit) (627) (2,903)
Income tax expense (benefit) 442  (601)
Net loss $ (1,069) $ (2,302)
Net loss per share:   
Basic $ (0.11) $ (0.24)
Diluted $ (0.11) $ (0.24)




UNIQUE FABRICATING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited – dollars in thousands)

Three Months Ended March 31,
   2021 2020
Cash Flows from Operating Activities:      
Net loss $ (1,069) $ (2,302)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 1,644  1,751 
Amortization of debt issuance costs 45  37 
Loss on sale of assets 14  12 
Bad debt adjustment (118) 213 
Loss (gain) on derivative instrument (185) 614 
Stock option expense 27  23 
Deferred income taxes —  (788)
Accounts receivable (3,142) (103)
Inventory (1,611) (1,996)
Prepaid expenses and other assets 1,317  (1,224)
Accounts payable 3,485  5,968 
Other assets and liabilities, net (317)
Net cash provided by operating activities 90  2,209 
Cash Flows from Investing Activities:      
Capital expenditures (1,530) (296)
Proceeds from sale of property, plant and equipment 65 
Net cash used in investing activities (1,465) (291)
Cash Flows from Financing Activities:      
Net change in bank overdraft (922) (335)
Payments on term loans and capital expenditure line (1,007) (1,425)
Proceeds from capital expenditure line —  — 
Payments on revolving credit facilities (6,280) (3,359)
Proceeds from revolving credit facilities 11,553  3,671 
Net cash provided by (used for) financing activities 3,344  (1,448)
Cash and cash equivalents:
Net increase in cash and cash equivalents 1,969  470 
Cash and cash equivalents at beginning of period 760  650 
Cash and cash equivalents at end of period $ 2,729  $ 1,120 
Supplemental disclosure of cash flow information:      
Cash paid for interest $ 815  $ 1,513 
Cash paid for Income taxes $ 226  $ 241 



UNIQUE FABRICATING INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited – dollars in thousands)

RECONCILIATION OF NET INCOME TO CONSOLIDATED EBITDA
The following is a reconciliation of net income, as reported, which is a U.S. GAAP measure of our operating results, to Consolidated EBITDA, as defined in our Credit Agreement, a non-GAAP measure, for the nine months ended March 31, 2021 which is the measuring period for determining compliance with our financial covenants:
Nine Months Ended March 31, 2021(e)
Net loss $ (155)
Plus:
Interest expense 2,012 
Income tax expense (1,683)
Depreciation and amortization 5,271 
Management fees 168 
Non-cash stock awards 87 
Non-recurring expenses (a)
69 
ERP system implementation consulting and licensing costs (b)
214 
Consolidated EBITDA, as defined $ 5,983 
Nine Months Ended March 31, 2021(e)
Total Consolidated Indebtedness, as defined (c)
$ 48,670 
Consolidated EBITDA, as defined $ 5,983 
Total leverage ratio (d)
6.10 x
Covenant requirement 3.25 x
_________________________________
(a)    Represents any other non-recurring, non-cash gains during such period, including without limitation, (i) gains from the sale or exchange of assets other than in the ordinary course of business, and (ii) gains from early extinguishment of Indebtedness or Hedging Agreements
(b)    Represents costs incurred with respect to the purchase and implementation of the Company's enterprise resource planning system, in an aggregate amount under the definition, not to exceed (i) $200,000 during each of US Borrower's fiscal quarters in 2020, (ii) $100,000 during each of the Company's fiscal quarters in 2021, and (iii) $0 with respect to any calculation thereafter
(c)    Total Consolidated Indebtedness, as defined, excludes the $6.0 million PPP loan for covenant purposes until final determination by the SBA and Lender on forgiveness
(d)    Ratio to Total Consolidated Indebtedness, as defined, divided by Consolidated EBITDA, as defined. To calculate the Total Leverage Ratio at March 31, 2021, the Consolidated EBITDA for the nine months ended March 31, 2021 is annualized by multiplying it by 4/3.
(e)    The nine months ended March 31, 2021 is the most recent period for which information is available for measuring compliance with financial covenants under the Amended and Restated Credit Agreement.

RECONCILIATION OF NET DEBT TO DEBT
March 31, 2021 December 31, 2020 March 31, 2020
Current maturities of long-term debt $ 37,133  $ 35,864  $ 2,847 
Revolver, current maturities 16,787  11,494  — 
Long-term debt, net of current maturities 750  2,999  31,819 
Line of credit —  —  11,750 
Debt 54,670  50,357  46,416 
Less: Cash and cash equivalents 2,729  760  1,120 
Net debt $ 51,941  $ 49,597  $ 45,296