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8-K - 8-K - Unique Fabricating, Inc.a8-kufabq32016earningsrele.htm
Exhibit 99.1


exhibit991image1.jpg

Unique Fabricating, Inc. Reports Third Quarter 2016 Financial Results
Revenue Increases 13.1% to $44.8 million; Diluted EPS of $0.25 vs. $0.12 in Q3 2015

Auburn Hills, MI - November 15, 2016 -- Unique Fabricating, Inc. ("Unique” or the "Company”)(NYSE MKT: UFAB), which engineers and manufactures multi-material foam, rubber, and plastic components utilized in noise, vibration and harshness management and air/water sealing applications for the automotive and industrial appliance market, today announced its financial results for the third quarter and nine months ended October 2, 2016.
Second Quarter Highlights
Revenue of $44.8 million in the third quarter 2016, up 13.1% compared to the $39.6 million in the third quarter of 2015
Net income of $2.5 million, or $0.26 and $0.25 per basic and diluted share, respectively, in the third quarter of 2016, compared to $1.1 million, or $0.12 per basic and diluted share, in the third quarter of 2015
Adjusted EBITDA of $5.9 million in the third quarter of 2016, including $1.5 million for non-cash charges specifically related to depreciation and amortization and non-cash stock awards, versus $4.3 million in the third quarter of 2016, including $1.2 million for non-cash charges specifically related to depreciation and amortization and non-cash stock awards(1) 
Adjusted diluted earnings per share of $0.26 in the third quarter of 2016 versus $0.21 in the third quarter of 2015(1) 
Declared a quarterly cash dividend of $0.15 per share payable on December 7, 2016 for stockholders of record as of November 30, 2016
Awarded a new program order by a major German OEM for its TwinShape® foam duct to be installed in a popular mid-size SUV beginning in the first quarter of 2017

(1) For a reconciliation of GAAP to Non-GAAP results for Adjusted EBITDA and Adjusted diluted earnings per share please refer to the financial tables below.

“We delivered strong financial results in the third quarter and advanced new product launches and programs according to plan, that support our near- and long-term outlook,” said John Weinhardt, Chief Executive Officer. “As expected, the investments we made to scale production and enhance labor productivity earlier in the year benefited our operations during the quarter and positively impacted our margins, a trend we anticipate continuing.”

“We are increasingly encouraged by the opportunities we are seeing as a result of the integration of Intasco into our business,” Weinhardt added. “During the third quarter we capitalized on cross-selling opportunities and launched new programs within our combined customer bases. These opportunities capitalize on the operating leverage inherent in our business model, which we believe will enable meaningful profitability expansion and increased free cash flow over time."

Weinhardt concluded, “Looking forward, we remain confident in our outlook and are reaffirming our full-year guidance. Our visibility is supported by an increasing number of new program launches and opportunities which have not been impacted by the slight automotive industry slowdown indicated from the reported industry production data."





Third Quarter Financial Summary

In the third quarter of 2016, Unique's results were for a 13 week quarter period ended October 2, 2016, compared to a 14 week quarter period ended October 4, 2015. As a result, the two periods may not be directly comparable.

Total revenue for the quarter ended October 2, 2016 increased to $44.8 million, up 13.1%, or $5.6 million from $39.6 million during the same period last year. The increase was driven by the acquisitions of Intasco which closed on April 29, 2016 and Great Lakes Foam Technologies, Inc. which closed on August 31, 2015, as well as from the introduction of new products and increased market penetration.

Gross profit for the quarter period ended October 2, 2016 was $11.3 million, or 25.1% of total revenue, compared to $9.3 million, or 23.5% of total revenues, for the corresponding period last year. The increase in gross margin as a percentage of sales was primarily due to favorable product mix, manufacturing efficiencies at existing facilities, and from beginning to capitalize on the investment we made in the second quarter of 2016 in equipment, labor and continuous improvement related costs in order to meet future demand.

Net income for the quarter ended October 2, 2016 was $2.5 million, or $0.26 and $0.25 per basic and diluted share, respectively, compared to $1.1 million, or $0.12 per basic and diluted share, in the third quarter of 2015. The increase in net income was primarily due to higher sales quarter over quarter, and higher gross profit as a percentage of sales described above.

Adjusted EBITDA for the quarter ended October 2, 2016 was $5.9 million compared to $4.3 million in the third quarter of 2015. The increase is primarily a result of earnings generated from higher sales. Please refer to the financial tables below for a reconciliation of GAAP to Non-GAAP results.

Adjusted diluted earnings per share for the quarter ended October 2, 2016 was $0.26 compared to $0.21 in the third quarter of 2015. The increase is primarily a result of higher earnings, partially offset by large one-time addbacks in the third quarter of 2015 from the Great Lakes acquisition and IPO of the Company, and the increase in shares outstanding as a result of the Company’s initial public offering in July 2015. The diluted weighted average shares outstanding increased from approximately 9.7 million in the third quarter last year to approximately 9.9 million this year. Please refer to the financial tables below for a reconciliation of GAAP to Non-GAAP results.

Further non-cash purchase accounting impacts associated with the Company's acquisitions are detailed in the Purchase Accounting Impacts and Other Effects table below accompanying this release.

Year to Date Financial Summary

Total revenue for the first nine months of 2016 increased to $126.8 million, up 17.7%, or $19.1 million from $107.7 million during the same period last year. The increase was primarily related to the acquisitions of Intasco which closed on April 29, 2016 and Great Lakes Foam Technologies, Inc. which closed on August 31, 2015, as well as from the introduction of new products and increased market penetration.

Gross profit for the first nine months of 2016 was $29.9 million, or 23.6% of total revenues, compared to $25.7 million, or 23.8% of total revenues, in the comparable period last year. The decrease in gross margin as a percentage of sales is mainly due to increases in health insurance claims paid under Unique's self-insured benefits plan, and increased depreciation and labor costs as the Company adds capacity and makes investments to meet expected future demand, and continuous improvement related costs that management expects to benefit Unique in future quarters.

Net income for the first nine months of 2016 was $5.0 million, or $0.51 per basic and $0.50 per diluted share, respectively, compared to $4.0 million, or $0.52 per basic and $0.51 per diluted share, in the comparable period last year.

Adjusted EBITDA for the first nine months of 2016 was $14.7 million compared to $12.1 million in the same period last year. The increase is primarily a result of earnings generated from higher sales in this year, partially offset by the increases in operating expenses noted above. Please refer to the financial tables below for a reconciliation of GAAP to Non-GAAP results.




Adjusted diluted earnings per share for the first nine months of 2016 was $0.61 compared to $0.62 in the same period last year. The decrease is primarily a result an increase in shares outstanding as a result of the Company’s initial public offering in July 2015. The diluted weighted average shares outstanding increased from approximately 8.0 million in the first nine months last year to approximately 9.9 million this year. Please refer to the financial tables below for a reconciliation of GAAP to Non-GAAP results.

Further non-cash purchase accounting impacts associated with the Company's acquisitions are detailed in the Purchase Accounting Impacts and Other Effects table below accompanying this release.
Balance Sheet Summary
As of October 2, 2016, the Company had approximately $1.5 million in cash and cash equivalents, as compared to January 3, 2016, when the Company had $727,000 in cash and cash equivalents.

Total debt outstanding as of October 2, 2016 was $53.2 million compared to $31.0 million as of January 3, 2016.

As of October 2, 2016, the Company had $7.4 million of available unused capacity, further subject to borrowing base restrictions and outstanding letters of credit, under its $30.0 million revolving credit facility.
2016 Outlook
Management reaffirms expectations for:

Full year 2016 revenue of $169 million to $172 million
Full year 2016 adjusted diluted earnings per share of $0.88 to $0.91
Full year 2016 adjusted EBITDA of $19.5 million to $20.0 million
Declaration of Dividends
Unique's Board of Directors approved payment of a quarterly cash dividend of $0.15 per share on November 15, 2016. The dividend will be paid on December 7, 2016 to stockholders of record as of the close of business on November 30, 2016.
Quarterly Results Conference Call
Unique Fabricating will host a conference call and live webcast to discuss these results today at 9:00 a.m. Eastern Time. To access the call, please dial 1-877-705-6003 (toll-free) or 1-201-493-6725 and reference conference ID 13649214. The conference call will also be webcast live on the Investor Relations section of the company's website at http://uniquefab.investorroom.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 12:00PM ET on November 15, 2016 until 11:59PM ET on November 22, 2016 by dialing 1-844-512-2921 (United States) or 1-412-317-6671 (international) and using the pin number 13649214.
About Unique Fabricating, Inc.
Unique Fabricating, Inc. (NYSE MKT: UFAB) engineers and manufactures components for customers in the automotive and industrial appliance market. The Company’s solutions are comprised of multi-material foam, rubber, and plastic components and utilized in noise, vibration and harshness (NVH) management, acoustical management, water and air sealing, decorative and other functional applications. Unique leverages proprietary manufacturing processes including die cutting, thermoforming, compression molding, fusion molding, and reaction injection molding to manufacture a wide range of products including air management products, heating ventilating and air conditioning (HVAC), seals, fender stuffers, air ducts, acoustical insulation, door water shields, gas tank pads, light gaskets, topper pads, mirror gaskets and glove box liners. The Company is headquartered in Auburn Hills, Michigan. For more information, visit http://www.uniquefab.com/.
About Non-GAAP Financial Measures
We present Adjusted EBITDA and Adjusted Diluted Earnings Per Share in this press release to provide a supplemental measure of our operating performance. We define Adjusted EBITDA as earnings before interest expense, income tax expense, depreciation and amortization expense, non-recurring integration expense, non-cash stock awards, transaction fees related to our acquisitions, and restructuring expenses. We calculate Adjusted



Diluted Earnings Per Share based upon earnings before non-cash stock awards, non-recurring expenses, transaction fees, and restructuring expenses, including the tax impact associated with these adjusting items. We believe that Adjusted EBITDA and Adjusted Diluted Earnings Per Share are useful performance measures used by us to facilitate a comparison of our operating performance and earnings 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, as presented in this press release, subject to dollar limitations on certain adjustments and certain other addbacks permitted by our senior secured credit facility. 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 2016 Outlook 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 revenue, Adjusted 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 January 3, 2016 filed with the Securities and Exchange Commission and in particular the Section entitled “Risk Factors” in the Annual Report on Form 10-K, 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.

Investor Contact:
Hayden IR
Brett Maas/Rob Fink
646-536-7331/646-415-8972
ufab@haydenir.com
Source: Unique Fabricating, Inc.



UNIQUE FABRICATING, INC.
Consolidated Statements of Operations (Unaudited)

  
Thirteen Weeks Ended October 2, 2016
 
Fourteen Weeks Ended October 4, 2015
 
Thirty-Nine Weeks Ended October 2, 2016
 
Thirty-Nine Weeks Ended October 4, 2015
Net sales
$
44,753,565

 
$
39,579,502

 
$
126,784,289

 
$
107,682,183

Cost of sales
33,503,217

 
30,280,834

 
96,842,757

 
82,031,708

Gross profit
11,250,348

 
9,298,668

 
29,941,532

 
25,650,475

Selling, general, and administrative expenses
6,949,034

 
6,934,785

 
20,668,621

 
17,267,099

Restructuring expenses
 
 
 
 
35,054

 

Operating income
4,301,314

 
2,363,883

 
9,237,857

 
8,383,376

Non-operating income (expense)
  

 
 
 
  

 
 
Investment income

 

 

 
230

Other income (expense), net
(1,511
)
 
4,468

 
(25,203
)
 
18,789

Interest expense
(525,167
)
 
(724,414
)
 
(1,739,243
)
 
(2,437,103
)
Total non-operating expense, net
(526,678
)
 
(719,946
)
 
(1,764,446
)
 
(2,418,084
)
Income – before income taxes
3,774,636

 
1,643,937

 
7,473,411

 
5,965,292

Income tax expense
1,254,437

 
504,846

 
2,520,389

 
1,941,564

Net income
$
2,520,199

 
$
1,139,091

 
$
4,953,022

 
$
4,023,728

Net income per share
  

 
 
 
  

 
 
Basic
$
0.26

 
$
0.12

 
$
0.51

 
$
0.52

Diluted
$
0.25

 
$
0.12

 
$
0.50

 
$
0.51

Cash dividends declared per share
$
0.15

 
$
0.15

 
$
0.45

 
$
0.15

































UNIQUE FABRICATING, INC.
Consolidated Balance Sheets
 
(Unaudited)
 
 
  
October 2,
2016
 
January 3,
2016
Assets
  

 
 
Current assets
  

 
 
Cash and cash equivalents
$
1,505,093

 
$
726,898

Accounts receivable – net
29,573,080

 
20,480,186

Inventory – net
16,801,522

 
14,585,611

Prepaid expenses and other current assets:
  

 
 
Prepaid expenses and other
1,700,320

 
1,494,697

Refundable taxes
84,340

 
55,477

Deferred tax asset

 
1,063,721

Assets held for sale
2,033,327

 
2,033,327

Total current assets
51,697,682

 
40,439,917

Property, plant, and equipment – net
20,754,580

 
18,761,178

Goodwill
28,871,179

 
19,213,958

Intangible assets– net
24,789,481

 
20,139,213

Other assets
 
 
 
Investments – at cost
1,054,120

 
1,054,120

Deposits and other assets
154,971

 
120,742

Deferred tax asset
193,625

 

Total assets
$
127,515,638

 
$
99,729,128

Liabilities and Stockholders’ Equity
  

 
 
Current liabilities
  

 
 
Accounts payable
$
15,606,440

 
$
11,430,662

Current maturities of long-term debt
2,410,303

 
2,519,069

Accrued compensation
3,229,512

 
2,283,833

Other accrued liabilities
1,015,236

 
1,159,028

     Other liabilities
135,307

 

Total current liabilities
22,396,798

 
17,392,592

Long-term debt – net of current portion
28,613,415

 
13,906,993

Line of credit-net
22,184,397

 
14,595,093

Other long-term liabilities
  

 
 
Deferred tax liability
4,492,570

 
5,774,452

Other liabilities
94,970

 
46,874

Total liabilities
77,782,150

 
51,716,004

Stockholders’ Equity
 
 
 
Common stock, $0.001 par value – 15,000,000 shares authorized and 9,711,465 and 9,591,860 issued and outstanding at October 2, 2016 and January 3, 2016, respectively
9,711

 
9,592

Additional paid-in-capital
45,473,517

 
44,352,188

Retained earnings
4,250,260

 
3,651,344

Total stockholders’ equity
49,733,488

 
48,013,124

Total liabilities and stockholders’ equity
$
127,515,638

 
$
99,729,128









UNIQUE FABRICATING, INC. 
Consolidated Condensed Statements of Cash Flows
  
Thirty-Nine Weeks Ended October 2, 2016
 
Thirty-Nine Weeks Ended October 4, 2015
Cash flows from operating activities
  

 
  

Net income
$
4,953,022

 
$
4,023,728

Adjustments to reconcile net income to net cash provided by operating activities:
  

 
  

Depreciation and amortization
3,996,472

 
2,762,624

Amortization of debt issuance costs
94,537

 
216,930

Loss on sale of assets
13,867

 
39,712

Loss on extinguishment of debt
60,202

 
386,552

Bad debt expense
(168,830
)
 
32,893

Loss on derivative instrument
183,402

 
1,520

Stock option expense
126,733

 
160,764

Deferred income taxes
(509,408
)
 
(428,118
)
Changes in operating assets and liabilities that provided (used) cash:
  

 
  

Accounts receivable
(6,777,982
)
 
(4,226,320
)
Inventory
269,870

 
(3,359,815
)
Prepaid expenses and other assets
(194,521
)
 
(444,421
)
Accounts payable
3,186,895

 
2,333,067

Accrued and other liabilities
209,308

 
440,365

Net cash provided by operating activities
5,443,567

 
1,939,481

Cash flows from investing activities
  

 
  

Purchases of property and equipment
(2,443,251
)
 
(2,988,278
)
Proceeds from sale of property and equipment
12,181

 
51,347

Acquisition of Intasco, net of cash acquired
(21,030,795
)
 

Acquisition of Great Lakes Foam Technologies, Inc.

 
(11,819,991
)
Working capital adjustment from acquisition of Intasco
212,823

 

Net cash used in investing activities
(23,249,042
)
 
(14,756,922
)
Cash flows from financing activities
  

 
  

Net change in bank overdraft
846,220

 
273,152

Proceeds from debt
32,000,000

 

Payments on debt
(1,839,212
)
 
(14,646,409
)
Debt issuance costs
(514,441
)
 

Proceeds from revolving credit facilities
7,716,220

 
6,715,347

Pay-off of old senior credit facility term debt
(15,375,000
)
 

Post acquisition payments for Unique Fabricating

 
(755,018
)
Proceeds from the issuance of common stock pursuant to initial public offering

 
25,673,750

Payment of initial public offering costs

 
(3,439,836
)
Proceeds from exercise of stock options and warrants
103,989

 
397,070

Distribution of cash dividends
(4,354,106
)
 
(1,438,938
)
Net cash provided by financing activities
18,583,670

 
12,779,118

Net increase (decrease) in cash and cash equivalents
778,195

 
(38,323
)
Cash and cash equivalents – beginning of period
726,898

 
756,044

Cash and cash equivalents – end of period
$
1,505,093

 
$
717,721

Supplemental disclosure of cash flow Information – cash paid for

  

 
  

Interest
$
1,304,890

 
$
2,260,430

Income taxes
$
2,519,010

 
$
1,247,143




Supplemental disclosure of cash flow Information – non cash activities for:

  

 
  

Common stock issued for purchase of Intasco USA, Inc.
$
890,726

 
$

Accretion on redeemable common stock
$

 
$
1,364,031

Accounts payable on working capital for Great Lakes Foam Technologies, Inc. acquisition
$

 
$
127,401
























































UNIQUE FABRICATING, INC.
Reconciliation of GAAP Net Income to Adjusted EBITDA
 
Thirteen Weeks Ended October 2, 2016
 
Fourteen Weeks Ended October 4, 2015
 
Thirty-Nine Weeks Ended October 2, 2016
 
Thirty-Nine Weeks Ended October 4, 2015
GAAP Net income
$
2,520,199

 
$
1,139,091

 
$
4,953,022

 
$
4,023,728

Plus: Interest expense, net
525,167

 
724,414

 
1,739,243

 
2,437,103

Plus: Income tax expense
1,254,437

 
504,846

 
2,520,389

 
1,941,564

Plus: Depreciation and amortization
1,488,722

 
1,023,083

 
3,996,472

 
2,762,624

Plus: Non-cash stock award
40,736

 
148,455

 
126,733

 
160,764

Plus: Non-recurring integration expenses
35,744

 
32,187

 
104,913

 
32,187

Plus: Non-recurring step-up of inventory basis to fair market value
39,352

 
90,043

 
318,518

 
90,043

Plus: Non-recurring IPO costs

 
230,000

 

 
230,000

Plus: Transaction fees
10,437

 
415,849

 
858,688

 
415,849

Plus: Restructuring expenses

 

 
35,054

 

Adjusted EBITDA
$
5,914,794

 
$
4,307,968

 
$
14,653,032

 
$
12,093,862










































UNIQUE FABRICATING, INC.
Reconciliation of GAAP Net Income to Adjusted Diluted Earnings Per Share
 
Thirteen Weeks Ended October 2, 2016
 
Fourteen Weeks Ended October 4, 2015
 
Thirty-Nine Weeks Ended October 2, 2016
 
Thirty-Nine Weeks Ended October 4, 2015
GAAP Net income
$
2,520,199

 
$
1,139,091

 
$
4,953,022

 
$
4,023,728

Plus: Non-cash stock award
40,736

 
148,455

 
126,733

 
160,764

Plus: Non-recurring integration expenses
35,744

 
32,187

 
104,913

 
32,187

Plus: Non-recurring step-up of inventory basis to fair market value
39,352

 
90,043

 
318,518

 
90,043

Plus: Non-recurring IPO costs

 
230,000

 

 
230,000

Plus: Transaction fees
10,437

 
415,849

 
858,688

 
415,849

Plus: Debt extinguishment costs

 
386,552

 
60,202

 
386,552

Plus: Restructuring expenses

 

 
35,054

 

Less: Tax impact
(39,531
)
 
(400,172
)
 
(437,502
)
 
(428,131
)
Adjusted Net income
$
2,606,937

 
$
2,042,005

 
$
6,019,628

 
$
4,910,992

 
 
 
 
 
 
 
 
Diluted weighted average shares outstanding
9,918,956

 
9,662,118

 
9,885,949

 
7,959,948

Net income per share
 
 
 
 
 
 
 
Diluted - GAAP
$
0.25

 
$
0.12

 
$
0.50

 
$
0.51

Diluted - Adjusted
$
0.26

 
$
0.21

 
$
0.61

 
$
0.62





































UNIQUE FABRICATING, INC.
Purchase Accounting Impacts and Other Effects
 
Thirteen Weeks Ended October 2, 2016
 
Fourteen Weeks Ended October 4, 2015
 
Thirty-Nine Weeks Ended October 2, 2016
 
Thirty-Nine Weeks Ended October 4, 2015
Non-cash purchase accounting impacts
 
 
 
 
 
 
 
Customer relationships amortization
$
837,520

 
$
552,339

 
$
2,208,223

 
$
1,462,837

Trade name amortization
72,926

 
59,945

 
196,204

 
166,991

Non-compete amortization
44,162

 
65,554

 
132,486

 
152,285

Unpatented technology
76,529

 

 
129,511

 

Less: Tax impact
(322,481
)
 
(208,008
)
 
(861,745
)
 
(576,833
)
Net income effect
$
708,656

 
$
469,830

 
$
1,804,679

 
$
1,205,280

 
 
 
 
 
 
 
 
Net income per share impact
 
 
 
 
 
 
 
GAAP - Basic
$
0.07

 
$
0.05

 
$
0.19

 
$
0.16

GAAP - Diluted
$
0.07

 
$
0.05

 
$
0.18

 
$
0.15