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Unique Fabricating, Inc. (UFAB) SEC Filing 8-K Material Event for the period ending Thursday, August 11, 2022

Unique Fabricating, Inc.

CIK: 1617669 Ticker: UFAB

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Unique Fabricating, Inc. Reports Second Quarter 2022 Financial Results
Auburn Hills, MI – August 11, 2022 —
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/off-road markets, today announced its financial results for the second quarter ended June 30, 2022.
Second Quarter 2022 Financial Results
Net sales of $35.0 million compared to $30.9 million in the second quarter of 2021.
Recognized $3.0 million employee retention credit, of which $2.5 million was recognized as a reduction of cost of sales and $0.5 million as a reduction of selling, general, and administrative expenses.
Total debt decreased $0.7 million to $47.7 million as of June 30, 2022, from $48.4 million as of December 31, 2021.
“Our dedicated team continues to adapt to the challenges we face in the areas of sourcing, raw material costs, labor, and changing customer production schedules,” commented Doug Cain, Unique Fabricating’s Chief Executive Officer. “Our continued ability to be flexible has enabled us to remain a trusted partner for customers, amidst their own challenges, and longer-term, we remain confident that we have taken the necessary steps to drive improved performance as volumes increase.”
“Our quarterly financial results were impacted by three specific situations,” added Mr. Cain. “First, we recorded a $12.2 million goodwill impairment charge. Second, we recognized a $3.0 million benefit related to the Employee Retention Credit program. Third, we experienced equipment and labor related operational issues in our LaFayette, Georgia facility, that we resolved, but the challenges resulted in $1.2 million in additional operating costs in the quarter. We continue to pursue cost recovery initiatives, which we believe will improve our gross margins, with most of the benefit expected to be realized in the second half of 2022. Additionally, we believe our focus on repricing, or in the alternative, eliminating smaller customer relationships, is helping improve capacity utilization and associated margins.”
“Finally, we continue to work with our lending syndicate on a long-term plan,” concluded Mr. Cain. “The protracted forbearance situation has hampered our ability to win certain business in the transportation market, but our diversification efforts have enabled us to secure approximately $46 million in new customer order intake year to date. A long-term solution with our lending syndicate will help us grow this number through our traditional transportation market, where demand is increasing and timing adjustments are becoming less frequent. The overall market condition remains highly challenging in several areas, but we believe we have proven our ability to navigate these challenges and Unique Fabricating remains strategically positioned to benefit as conditions improve.”
Second Quarter 2022 Financial Summary
Net sales for the quarter were $35.0 million, up $4.1 million from $30.9 million during the same period last year as a result of higher light vehicle production in North America in the second quarter of 2022 as compared to the same period in 2021 and the impact of our cost recovery efforts. Gross profit for the second quarter of 2022 was $5.2 million, or 15.0% of net sales, compared to $4.6 million, or 14.9% of net sales, for the same period last year.



Selling, general and administrative expenses were $4.2 million, or 12.1% of net sales, compared to $6.1 million, or 19.7% of net sales for the same period last year. The Company recognized a non-cash goodwill impairment charge of $12.2 million, during the second quarter of 2022.
Net loss was $10.7 million or $0.91 per basic and diluted share in the second quarter of 2022 primarily as a result of the goodwill impairment charge compared to net loss of $2.5 million or $0.26 per basic and diluted share in the second quarter of 2021.
Balance Sheet Summary
As of June 30, 2022, the Company had approximately $0.6 million in cash and cash equivalents, compared to December 31, 2021 when we had $0.7 million in cash and cash equivalents. Total debt outstanding as of June 30, 2022 was $47.7 million compared to $48.4 million as of December 31, 2021.
Results Conference Call
Unique Fabricating will host a conference call and live webcast to review the quarterly results and provide a corporate update today at 4:30 p.m. Eastern Time. To access the call, please dial (844) 369-8770 (toll free) or (862) 298-0840 and if requested, reference conference ID 78606504. The conference call will also be webcast live on the Investor Relations section of Unique Fabricating's web site 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 7 p.m. ET on August 11, 2022 until 11:59 p.m. ET on August 25, 2022 by dialing (877) 481-4010 (United States) or (919) 882-2331 (international) and using the passcode 46345.
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
The Third Amendment to Forbearance Agreement suspended the Minimum Consolidated EBITDA Covenant for the remainder of the forbearance period. To keep the reader informed on how our performance measures against potential future financial covenants, we are disclosing the reconciliation of net income (loss), as reported, to Operating EBITDA, a non-GAAP financial measure which is similar to financial measurements used in the past to measure the Company’s performance against previously required financial covenants. There can be no assurance as to the requirements or form of future financial covenants, including that the example we are providing will be incorporated into any covenant or measure of our performance in the future or as to the use or calculation of Operating EBITDA or any other non-GAAP financial measure. Operating EBITDA, as determined and measured by Unique Fabricating, is defined as net income (loss) before interest expense, income taxes, depreciation and amortization, and before certain items, as applicable, such as non-cash stock compensation, severance, restructuring, impairment of goodwill and other intangibles, acquisition and integration costs, gains (losses) on the sale or exchange of assets other than in the ordinary course of business, gains (losses) on extinguishment of debt, and certain expenses related to our Forbearance Agreement including financial advisor fees, legal expenses, amendment fees, and risk advisory and mitigation costs. Operating EBITDA as presented, should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income (loss), which is the most directly comparable financial measure to Operating EBITDA that is prepared in accordance with U.S. GAAP. Operating EBITDA, as determined and measured by Unique Fabricating, should also not be compared to similarly titled measures reported by other companies. Certain of the adjustments and add backs to Operating EBITDA are recurring in nature and are cash expenses, which we believe limits the usefulness of Operating EBITDA as a measurement of the Company’s performance.



Customer Order Intake (“COI”) reflects anticipated future sales from formally awarded programs and is based on expected production volumes for the life of the program. The calculation of Customer Order Intake does not reflect the impact of lost business and discontinued programs and may be impacted by various assumptions embedded in the respective calculation, including, among other things, actual production levels on new programs and the timing of program launches.
Non-GAAP financial measures may have limitations as analytical tools, and should not be considered in isolation as a substitute for analysis of Unique Fabricating's results as reported under U.S. 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 2022 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, 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, 2021, 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 included 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.



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

  June 30,
2022
December 31,
2021
Assets  
Current assets  
Cash and cash equivalents$600 $742 
Accounts receivable, net of reserves of approximately $0.8 million and $1.3 million at June 30, 2022 and December 31, 2021, respectively
26,455 23,469 
Inventory, net13,071 13,770 
Prepaid expenses and other current assets:
Prepaid expenses and other6,043 3,270 
Refundable taxes2,225 3,738 
Total current assets48,394 44,989 
Property, plant, and equipment, net21,448 22,567 
Goodwill4,833 16,996 
Intangible assets4,454 5,161 
Other assets
Operating leases10,627 9,776 
Investments, at cost1,054 1,054 
Deposits and other assets742 755 
Deferred tax asset3,917 2,379 
Total assets$95,469 $103,677 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$12,885 $10,056 
Current maturities of long-term debt27,411 28,884 
Income taxes payable— 303 
Revolver, current maturities20,259 19,541 
Accrued compensation1,637 1,149 
Other accrued liabilities4,059 3,478 
Total current liabilities66,251 63,411 
Other long-term liabilities:
Other liabilities9,288 9,139 
Total liabilities75,539 72,550 
Stockholders’ equity:
Common stock, $0.001 par value: 15,000,000 shares authorized and 11,733,147 issued and outstanding at June 30, 2022 and December 31, 202112 12 
Additional paid-in-capital50,432 50,349 
Accumulated deficit(30,514)(19,234)
Total stockholders’ equity19,930 31,127 
Total liabilities and stockholders’ equity$95,469 $103,677 



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



Three Months Ended June 30,Six Months Ended June 30,
  2022202120222021
Net sales$35,032 $30,896 $70,344 $65,694 
Cost of sales29,789 26,280 60,323 55,216 
Gross profit5,243 4,616 10,021 10,478 
Selling, general, and administrative expenses4,241 6,081 9,213 11,895 
Impairment12,163 — 12,163 — 
Operating loss(11,161)(1,465)(11,355)(1,417)
Other income (expense):   
Other, net89 21 30 39 
Interest expense(682)(769)(1,163)(1,462)
Other expense, net(593)(748)(1,133)(1,423)
Loss before income taxes(11,754)(2,213)(12,488)(2,840)
Income tax expense (benefit)(1,043)296 (1,208)738 
Net loss$(10,711)$(2,509)$(11,280)$(3,578)
Net loss per share:  
Basic$(0.91)$(0.26)$(0.96)$(0.37)
Diluted$(0.91)$(0.26)$(0.96)$(0.37)




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

Six Months Ended June 30,
  20222021
Cash Flows from Operating Activities:    
Net loss$(11,280)$(3,578)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Impairment of goodwill12,163 — 
Depreciation and amortization2,339 2,953 
Amortization of debt issuance costs113 103 
Loss on sale of assets— (12)
Bad debt adjustment(41)(194)
Gain on derivative instrument(568)(185)
Stock option expense83 283 
Accrued in-kind interest on long term debt97 — 
Deferred income taxes(1,538)— 
Changes in operating assets and liabilities that provided (used) cash:  
Accounts receivable(2,946)(1,690)
Inventory699 (3,349)
Prepaid expenses and other assets(1,246)2,520 
Accounts payable2,939 2,148 
Other assets and liabilities, net633 88 
Net cash provided by (used for) operating activities1,447 (913)
Cash Flows from Investing Activities:    
Capital expenditures(579)(2,327)
Proceeds from sale of property, plant, and equipment— 100 
Net cash used for investing activities(579)(2,227)
Cash Flows from Financing Activities:    
Net change in bank overdraft(45)(711)
Payments on term loans and capital expenditure line(1,603)(1,989)
Payments on revolving credit facilities(29,317)(16,925)
Proceeds from revolving credit facilities29,955 22,929 
Net cash provided by (used for) financing activities(1,010)3,304 
Cash and Cash Equivalents:
Net increase (decrease) in cash and cash equivalents(142)164 
Cash and cash equivalents at beginning of period742 760 
Cash and cash equivalents at end of period$600 $924 
Supplemental Disclosure of Cash Flow Information:    
Cash paid for interest$1,504 $1,569 
Cash paid for income taxes$363 $353 



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

RECONCILIATION OF NET INCOME (LOSS) TO OPERATING EBITDA
The following is a reconciliation of net income (loss), as reported, which is a U.S. GAAP measure of our operating results, to Operating EBITDA, a non-GAAP measure, for the three and six months ended June 30, 2022:
Three Months Ended June 30, 2022Six Months Ended June 30, 2022
(dollars in thousands)
Net loss$(10,711)$(11,280)
Plus:
Interest expense, net682 1,163 
Income tax expense (benefit)(1,043)(1,208)
Depreciation and amortization1,063 2,339 
Non-cash stock awards42 83 
Impairment of goodwill12,163 12,163 
Forbearance agreement fees (a)225 426 
Operating EBITDA$2,421 $3,686 
_________________________________
(a)    Represents costs and expenses incurred in connection with the Company’s Forbearance Agreement including financial advisor fees, lenders’ and Agent’s legal expenses, amendment fees, and risk advisory and mitigation costs.



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Ticker: UFAB
CIK: 1617669
Form Type: 8-K Corporate News
Accession Number: 0001617669-22-000063
Submitted to the SEC: Thu Aug 11 2022 4:14:23 PM EST
Accepted by the SEC: Thu Aug 11 2022
Period: Thursday, August 11, 2022
Industry: Motor Vehicle Parts And Accessories
Events:
  1. Earnings Release
  2. Financial Exhibit

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