8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 31, 2015

UNIQUE FABRICATING, INC.

(Exact name of registrant as specified in its Charter)

Delaware	001-37480	46-1846791
(State or other jurisdiction of incorporation or organization)	(Commission File 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)

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))

On September 1, 2015, Unique Fabricating, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of its acquisition (the “Acquisition”) of the business and substantially all of the assets of Great Lakes Foam Technologies, Inc. (“Great Lakes”), a Michigan based polyurethane manufacturer. The Company also filed an Amendment on an 8-K/A on September 1, 2015 to report EBITDA for Great Lakes for the year ended December 31, 2014 as approximately $2 million. This Amendment No 2. on Form 8-K/A (the “Amended Form 8-K/A”) amends the Original Form 8-K to include Item 9.01 (a) Financial Statements of Businesses Acquired and Item 9.01 (b) Pro Forma Financial Information.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The historical audited consolidated financial statements of Great Lakes as of December 31, 2014 and for the year ended December 31, 2014 and the related notes are filed as Exhibit 99.1 to this Amended Form 8-K/A, and are incorporated by reference herein.

The historical unaudited consolidated financial statements of Great Lakes as of September 30, 2015 and for the periods ended September 30, 2015 and September 30, 2014 are filed as Exhibit 99.2 to this Amended Form 8-K/A, and are incorporated by reference herein.

The consent of Baker Tilly Virchow Krause, LLP, Great Lakes' independent auditor, is attached as Exhibit 23.1 to this Amended Form 8-K/A.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company and Great Lakes' as of June 28, 2015 and for the six months ended June 28, 2015 and year ended January 4, 2015, respectively, is filed as Exhibit 99.3 to this Amended Form 8-K/A.

(d) Exhibits

23.1 Consent of Baker Tilly Virchow Krause, LLP

99.1 Audited consolidated financial statements of Great Lakes as of December 31, 2014 and for the year ended December 31, 2014

99.2 Unaudited consolidated financial statements of Great Lakes as of June 30, 2015 and for the six month periods ended June 30, 2015 and June 30, 2014

99.3 Unaudited pro forma condensed combined financial information of the Company and Great Lakes as of June 28, 2015 and for the six months ended June 28, 2015 and the year ended January 4, 2015

Signatures

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.
Dated: November 6, 2015	By:	/s/ Thomas Tekiele
		Name: Thomas Tekiele
		Title:  Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBITS

Exhibit No.	Description
23.1	Consent of Baker Tilly Virchow Krause, LLP
99.1	Audited consolidated financial statements of Great Lakes as of December 31, 2014 and for the year ended December 31, 2014
99.2	Unaudited consolidated financial statements of Great Lakes as of June 30, 2015 and for the six month periods ended June 30, 2015 and June 30, 2014
99.3	Unaudited pro forma condensed combined financial information of the Company and Great Lakes as of June 28, 2015 and for the six months ended June 28, 2015 and the year ended January 4, 2015

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-206140) of Unique Fabricating, Inc. of our report dated November 6, 2015, relating to the consolidated financial statements of Great Lake Foam Technologies, Inc. and Subsidiary, which appear in this Current Report on Form 8-K/A of Unique Fabricating, Inc., dated November 6, 2015.

/s/ Baker Tilly Virchow Krause, LLP

Pittsburgh, Pennsylvania

November 6, 2015

EX-99.1

Exhibit 99.1

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

TABLE OF CONTENTS

Independent Auditors' Report	1
Financial Statements
Consolidated Balance Sheet as of December 31, 2014	2-3
Consolidated Statement of Operations for the year ended December 31, 2014	4
Consolidated Statement of Shareholders' Equity for the year ended December 31, 2014	5
Consolidated Statement of Cash Flows for the year ended December 31, 2014	6
Notes to Consolidated Financial Statements	7-12

INDEPENDENT AUDITORS’ REPORT

To the Shareholders

Great Lake Foam Technologies, Inc.

Concord, MI

We have audited the accompanying consolidated financial statements of Great Lake Foam Technologies, Inc. and its subsidiary, which comprise the consolidated balance sheet as of December 31, 2014, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Great Lake Foam Technologies, Inc. and its subsidiary as of December 31, 2014 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Baker Tilly Virchow Krause, LLP

Southfield, Michigan

November 6, 2015

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

ASSETS
	December 31,
	2014
Current Assets
Cash	$	533,417
Accounts Receivable	606,547
Inventory	824,604
Other Receivables	18,264
Prepaid Expenses	6,106
Total Current Assets	1,988,938
Property and Equipment	931,462
Other Assets
Other Receivables-Long Term	109,551
Loan Fees, net of Amortization $1,972 and $1,590	2,227
Total Other Assets	111,778
TOTAL ASSETS	$	3,032,178

See Notes to Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

LIABILITIES AND SHAREHOLDERS' EQUITY
	Year Ended December 31,
	2014
Current Liabilities
Accounts Payable	$	656,691
Accrued Liabilities	66,513
Accrued Commission	36,569
Accrued Payroll Taxes	41,342
Accrued Wages	34,067
Loan Payable-Shareholder	1,409
Current Portion of Long-Term Debt	8,150
Current Portion of Mortgage Loan	16,181
Total Current Liabilities	860,922
Long-Term Liabilities
Long-Term Debt-Net	73,270
Mortgage Loan-Net	249,420
Total Long-Term Liabilities	322,690
Total Liabilities	1,183,612
Shareholders' Equity
Common Stock, $1 par value per share, 60,000 shares authorized and 1,000 shares issued and outstanding	1,000
Retained Earnings	1,580,317
Total Controlling Interest	1,581,317
Noncontrolling Interest	267,249
Total Shareholders' Equity	1,848,566
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,032,178

See Notes to Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

	Year Ended
	December 31, 2014
Sales	$	10,025,415
Cost of Sales	5,809,986
Gross Profit	4,215,429
General and Administrative Expenses	2,368,009
Income from Operations	1,847,420
Other Income (Expense)
Other Income	22,991
Interest Expense	(20,374		)
Net Other Income (Expense)	2,617
Net Income	1,850,037
Net Income Attributable to Noncontrolling Interest	70,405
Net Income Attributable to Controlling Interest	$	1,779,632

See Notes to Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

Year Ended December 31, 2014

	Controlling Interest
	Number of Shares Issued and Outstanding	Common Stock		Retained Earnings			Total			Noncontrolling Interest		Total Shareholders' Equity
Balance at December 31, 2013	1,000	$	1,000	$	657,986		$	658,986		$	196,844	$	855,830
Net Income	—	—		1,779,632			1,779,632			70,405		1,850,037
Distributions	—	—		(857,301		)	(857,301		)	—		(857,301		)
Balance at December 31, 2014	1,000	$	1,000	$	1,580,317		$	1,581,317		$	267,249	$	1,848,566

See Notes to Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended
	December 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	1,850,037
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation	115,817
Amortization	763
Gain on Disposition of Assets	(4,780		)
Changes in Operating Assets and Liabilities
Inventory	(247,656		)
Accounts Receivable	81,886
Other Receivables	12,780
Prepaid Expenses	(6,106		)
Accounts Payable	206,568
Accrued Liabilities	(210,563		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,798,746
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Property and Equipment	(305,433		)
Advances Made to a Shareholder	(192,500		)
NET CASH USED IN INVESTING ACTIVITIES	(497,933		)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long -Term Debt	(8,558		)
Principal Payments on Mortgage Loan	(64,832		)
Principal Payments on Borrowings from a Shareholder	(116,500		)
Distributions to Shareholders	(678,800		)
NET CASH USED IN FINANCING ACTIVITIES	(868,690		)
NET CHANGE IN CASH	432,123
CASH AT BEGINNING OF PERIOD	101,294
CASH AT END OF PERIOD	$	533,417
SUPPLEMENTARY DISCLOSURES:
Cash paid for interest	$	19,611
Noncash investing and financing transactions:
Distributions to Shareholders in Payment of Borrowing from Shareholders	$	178,501

See Notes to Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations - Great Lake Foam Technologies, Inc. (“Great Lake”) is in the business of manufacturing reaction injection molded components for the automotive industry.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Great Lake and its variable interest entity (“VIE”), BMAC Properties, LLC (“BMAC”), for which Great Lake is the primary beneficiary (collectively, the “Company”). The equity attributable to the VIE is reported as a noncontrolling interest in the accompanying consolidated financial statements. All material intercompany accounts and balances have been eliminated in consolidation. For purposes of consolidation, the effects of eliminations of revenue and expenses due to intercompany transactions between Great Lake and BMAC are attributed to Great Lake. See Note 8 for additional information regarding the VIE.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Cash - Cash consists solely of cash on deposit with a financial institution. At various times throughout the year the Company maintains a cash balance in excess of amounts insured by the Federal Depository Insurance Corporation. Management believes the risk associated with this concentration is minimal.

Credit Risk and Major Customers - Sales are predominately to companies in the automotive industry located principally in the United States. The Company extends trade credit to its customers on terms that are generally practiced in the industry. One major customer in the automotive industry accounted for approximately 44 percent of accounts receivable and 81 percent of sales as of and for the year ended December 31, 2014. A second major customer in the seat design and production industry accounted for approximately 33 percent of accounts receivable and 11 percent of sales as of and for the year ended December 31, 2014.

Accounts Receivable - Accounts receivable are stated at the invoiced amount. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods an on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. Management considers all accounts receivable collectible and, therefore, an allowance for doubtful accounts has not been recorded at December 31, 2014.

Inventory - Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO).

Property and Equipment - Property and equipment are stated at cost. Depreciation is computed using the straight line. The estimated useful lives of the assets are as follows:

Building	40 years
Leasehold Improvements	7-10 years
Computer Equipment	5 years
Furniture and Fixtures	7 years
Machinery and Equipment	7 years
Transportation Equipment	5 years

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

The cost of assets sold, retired or otherwise disposed of and the related accumulated depreciation are eliminated from accounts and any resulting gain or loss is included in Other Income and Expense in the Consolidated Statement of Operations.

Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of an asset are capitalized.

Impairment of Long-Lived Assets - The Company reviews long‑lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. To date, there have been no such losses.

Loan Fees - Loan fees associated with debt financing are recorded as assets upon issuance of the original debt and are amortized using the effective interest method over the term of the related debt. Amortization expense recognized as a component of interest expenses for the year ended December 31, 2014 was $763.

Tooling -The Company enters into agreements with certain of its customers to purchase, install and prepare tooling to be used in the production process. The customer reimburses the Company for the tooling related purchases. Revenue and expense are recognized as the tooling project expenses are incurred. Revenue relating to uncompleted tooling project contracts is deferred and recorded as deferred tooling revenue. There were no such uncompleted tooling projects at December 31, 2014; therefore, deferred tooling revenue has not been recorded at December 31, 2014.

Revenue Recognition - Revenue is recognized by the Company upon shipment to customers when the customer takes ownership and assumes the risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sale price is fixed and determinable. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded. The Company recognizes credit memos when they are issued.

Shipping and Handling Costs - Shipping and handling costs are recorded as costs of sales as they are incurred.

NOTE 2 - INVENTORY

Inventory is comprised of the following at December 31, 2014:

Raw Materials	$	202,126
Finished Goods	622,478
Total	$	824,604

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2014:

Building	$	309,348
Leasehold Improvements	246,073
Computer Equipment	9,622
Furniture and Fixtures	2,562
Land	75,000
Machinery and Equipment	848,766
Transportation Equipment	101,311
Total	1,592,682
Less: Accumulated Depreciation	(661,220		)
Net Property and Equipment	$	931,462

Depreciation expense for the year ended December 31, 2014 was $115,817.

NOTE 4 - LOAN PAYABLE - SHAREHOLDER

Loan payable to shareholder totaled $1,409 as of December 31, 2014 and is due to a shareholder. See Note 7.

NOTE 5 – LINE OF CREDIT AND LONG-TERM LIABILITIES

Under a line of credit agreement with a bank dated December 20, 2012, the Company had available borrowings of $100,000 which is due on demand. Interest is payable monthly at a rate of 1.00 percent above the bank’s base index with a floor of 5.00 percent beginning in December 2012 (an effective rate of 5.00 percent at December 31, 2014). The line of credit is secured by the building owned by BMAC and by certain assets of the majority shareholder. The line of credit was still available at December 31, 2014, even though no balance was outstanding.

Long-term debt is a $115,000, one hundred twenty seven month BMAC term loan payable to a third party, dated May 1, 2012. The debt is payable in monthly installments of $1,000 plus interest, beginning on June 1, 2012 through December 1, 2022. The fixed rate is 4.00 percent per annum. The loan is guaranteed by the majority shareholder of the Company. The balance due as of December 31, 2014 totaled $81,420. See Note 8.

Mortgage loan is a $360,000 five year BMAC bank loan payable, dated December 20, 2012. The loan is payable in monthly installments of $2,441 including interest, beginning on January 20, 2013 through December 20, 2017 at which point the remaining balance will be due. The fixed rate is 5.25 percent per annum. The loan is secured by the building and certain assets of the majority shareholder of the Company. The balance due as of December 31, 2014 totaled $265,601. See Note 8.

9

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – LINE OF CREDIT AND LONG-TERM LIABILITIES– (CONTINUED)

Principal payment requirements on the above debt for the years ending after December 31, 2014 are as follows:

2015		$	24,331
2016		25,831
2017		242,440
2018		10,005
2019		10,413
Thereafter		34,001
	Total	$	347,021

NOTE 6 - COMMON STOCK

Common stock consists of 60,000 authorized shares of $1.00 par value common stock. As of December 31, 2014 there were 1,000 shares issued and outstanding.

NOTE 7 - RELATED PARTY TRANSACTIONS

Rent is paid to a related party. See Note 8.

The Company had an unsecured borrowing totaling $1,409 at December 31, 2014 from one of its shareholders without a stated interest rate or due date. The amount was paid in full during 2015. See Note 4.

From time to time, the Company may advance capital to the Company’s shareholders. By agreement between shareholders, these advances have no established repayment terms nor do they earn interest. During 2014, the Company advanced $192,500 to a shareholder which was substantially offset by shareholder distributions prior to December 31, 2014. As of December 31, 2014, there were no shareholders advances outstanding.  

NOTE 8 - INFORMATION ABOUT VARIABLE INTEREST ENTITY

Great Lake leases its operating facility from BMAC, an entity whose member is the majority shareholder of Great Lake. The entity was formed for the purpose of holding and leasing certain properties. For the year ended December 31, 2014 BMAC’s only remaining building is leased to Great Lake. The lease requires Great Lake to make monthly rent payments as well as pay taxes, insurance, utilities and maintenance costs. BMAC generated $90,000 of rental revenue in 2014 all of which was from Great Lake and which was eliminated in consolidation.

BMAC is considered to be a variable interest entity because its sole property is leased to an entity under common control and the lease and note payable with the Company are the primary sources of resources to service BMAC's obligations.

The Company determined that it is the primary beneficiary of BMAC because the lease agreement and note payable provide it with (1) the power to direct the activities of BMAC that most significantly impact its economic performance and (2) the obligation to absorb losses that could potentially be significant to BMAC. As a result, BMAC has been included in the consolidated financial statements as a consolidated variable interest entity.

10

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INFORMATION ABOUT VARIABLE INTEREST ENTITY – (CONTINUED)

Included in the consolidated balance sheet as of December 31, 2014 are the following amounts related to BMAC:

Current Assets	$	168,496
Property and Equipment	333,996
Other Assets	111,778
Total Assets	$	614,270
Current Liabilities
Current Portion of Long-term Debt	$	24,331
Long-term Debt - Net of current portion	322,690
Total Liabilities	347,021
Equity	267,249
Total Liabilities and Equity	$	614,270

As of December 31, 2014 BMAC had bank debt obligations totaling $265,601. BMAC’s land and building serve as collateral for its debt obligations. The collateralization creates a risk of loss to the Company because it may be required to service the debt in the event BMAC is unable to do so. Apart from the collateralization, the creditors and beneficial interest holders of BMAC have no recourse against the assets or general credit of the Company. See Note 5.

NOTE 9 - INCOME TAXES

The Company, under the applicable provisions of the Internal Revenue Code has elected to be taxed as an S corporation effective January 1, 1997. Under such provisions, the Company does not generally incur a Federal or state income tax liability, instead, net income or loss is includable in computing the taxable income of the individual shareholders. Accordingly, no provision for federal or state income taxes is provided in the accompanying consolidated financial statements.

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits or liabilities that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company or its members will not be subject to additional tax, penalties, and interest as a result of such challenge.

NOTE 10 - CONTINGENCY

The Company is subject to certain claims arising in the ordinary course of business. In the opinion of management, the disposition of these claims will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

NOTE 11- SUBSEQUENT EVENTS

Management has evaluated the subsequent events through November 6, 2015, the date on which the consolidated financial statements were available to be issued.

On August 31, 2015, Unique Fabricating, Inc. (“Unique”) acquired the business and substantially all of the assets of Great Lake for a purchase price of approximately $12.0 million in cash at closing, with a portion being held in escrow

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to fund the obligations of Great Lake and its stockholders to indemnify Unique against certain claims, losses, and liabilities. The cash purchase price is subject to adjustment based upon Great Lake’s working capital at closing. In addition to the cash purchase price, Unique agreed to assume certain, specified liabilities.

12

EX-99.2

Exhibit 99.2

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

TABLE OF CONTENTS

Financial Statements
Consolidated Balance Sheets as of June 30, 2015 (unaudited) and as of December 31, 2014	1-2
Consolidated Statements of Operations for the six month periods ended June 30, 2015 and 2014 (unaudited)	3
Consolidated Statement of Shareholders' Equity for the six month period ended June 30, 2015 (unaudited)	4
Consolidated Statements of Cash Flows for the six months periods ended June 30, 2015 and 2014(unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	6-11

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS
	June 30,	December 31,
	2015	2014
	(Unaudited)
Current Assets
Cash	$ 191,870	$ 533,417
Accounts Receivable	1,021,890	606,547
Inventory	1,005,255	824,604
Other Receivables	8,542	18,264
Prepaid Expenses	41,451	6,106
Total Current Assets	2,269,008	1,988,938
Property and Equipment	953,594	931,462
Other Assets
Other Receivables-Long Term	118,955	109,551
Loan Fees, net of Amortization $1,972 and $1,590	1,845	2,227
Total Other Assets	120,800	111,778
TOTAL ASSETS	$ 3,343,402	$ 3,032,178

See Notes to Unaudited Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS' EQUITY
	June 30,		December 31,
	2015		2014
	(Unaudited)
Current Liabilities
Accounts Payable	$	561,801	$	656,691
Accrued Liabilities	62,824		66,513
Accrued Commission	100,805		36,569
Accrued Payroll Taxes	29,391		41,342
Accrued Property Taxes	11,451		—
Accrued Wages	108,390		34,067
Loan Payable-Shareholder	5,926		1,409
Deferred Tooling Revenue	34,000		—
Current Portion of Long-Term Debt	9,085		8,150
Current Portion of Mortgage Loan	18,127		16,181
Total Current Liabilities	941,800		860,922
Long-Term Liabilities
Long-Term Debt-Net	67,926		73,270
Mortgage Loan-Net	210,103		249,420
Total Long-Term Liabilities	278,029		322,690
Total Liabilities	1,219,829		1,183,612
Shareholders' Equity
Common Stock, $1 par value per share, 60,000 shares authorized and 1,000 shares issued and outstanding	1,000		1,000
Retained Earnings	1,841,174		1,580,317
Total Controlling Interest	1,842,174		1,581,317
Noncontrolling Interest	281,399		267,249
Total Shareholders' Equity	2,123,573		1,848,566
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,343,402	$	3,032,178

See Notes to Unaudited Consolidated Financial Statements

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GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Six Months Ended
	June 30, 2015			June 30, 2014
Sales	$	5,194,813		$	5,527,264
Cost of Sales	3,167,540			3,176,951
Gross Profit	2,027,273			2,350,313
General and Administrative Expenses	845,351			1,134,700
Income from Operations	1,181,922			1,215,613
Other Income (Expense)
Other Income (Expense)	(619		)	11,702
Interest Expense	(8,220		)	(10,280		)
Net Other Income (Expense)	(8,839		)	1,422
Net Income	1,173,083			1,217,035
Net Income Attributable to Noncontrolling Interest	42,369			38,884
Net Income Attributable to Controlling Interest	$	1,130,714		$	1,178,151

See Notes to Unaudited Consolidated Financial Statements

3

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2015

	Controlling Interest
	Number of Shares Issued and Outstanding	Common Stock		Retained Earnings			Total			Noncontrolling Interest			Total Shareholders' Equity
Balance at December 31, 2014	1,000	$	1,000	$	1,580,317		$	1,581,317		$	267,249		$	1,848,566
Net Income	—	—		1,130,714			1,130,714			42,369			1,173,083
Distributions	—	—		(869,857		)	(869,857		)	(28,219		)	(898,076		)
Balance at June 30, 2015	1,000	$	1,000	$	1,841,174		$	1,842,174		$	281,399		$	2,123,573

See Notes to Unaudited Consolidated Financial Statements

4

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

	Six Months Ended
	June 30, 2015			June 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	1,173,083		$	1,217,035
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation	69,227			52,118
Amortization	382			382
Loss on Disposition of Assets	6,883			—
Changes in Operating Assets and Liabilities
Inventory	(180,651		)	(19,544		)
Accounts Receivable	(415,343		)	(598,305		)
Other Receivables	318			5,296
Prepaid Expenses	(35,345		)	(28,344		)
Accounts Payable	(94,890		)	59,326
Accrued Liabilities	134,370			80,718
Deferred Tooling Revenue	34,000			7,550
NET CASH PROVIDED BY OPERATING ACTIVITIES	692,034			776,232
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Property and Equipment	(114,242		)	(66,534		)
NET CASH USED IN INVESTING ACTIVITIES	(114,242		)	(66,534		)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal Payments on Long -Term Debt	(4,409		)	(4,236		)
Principal Payments on Mortgage Loan	(37,371		)	(27,485		)
Principal Payments on Borrowings from a Shareholder	(2,340		)	(120,000		)
Distributions to Shareholders	(875,219		)	(300,000		)
NET CASH USED IN FINANCING ACTIVITIES	(919,339		)	(451,721		)
NET CHANGE IN CASH	(341,547		)	257,977
CASH AT BEGINNING OF PERIOD	533,417			101,294
CASH AT END OF PERIOD	$	191,870		$	359,271
SUPPLEMENTARY DISCLOSURES:
Cash paid for interest	$	8,220		$	10,280
Noncash investing and financing transactions:
Distributions Declared not Paid	$	6,857		$	15,500
Distributions to Shareholder upon Sale of Asset to Shareholder	$	16,000		$	—

See Notes to Unaudited Consolidated Financial Statements

5

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations - Great Lake Foam Technologies, Inc. (“Great Lake”) is in the business of manufacturing reaction injection molded components for the automotive industry.

Principles of Consolidation - The accompanying consolidated financial statements include the accounts of Great Lake and its variable interest entity (“VIE”), BMAC Properties, LLC (“BMAC”), for which Great Lake is the primary beneficiary (collectively, the “Company”). The equity attributable to the VIE is reported as a noncontrolling interest in the accompanying consolidated financial statements. All material intercompany accounts and balances have been eliminated in consolidation. For purposes of consolidation, the effects of eliminations of revenue and expenses due to intercompany transactions between Great Lake and BMAC are attributed to Great Lake. See Note 8 for additional information regarding the VIE.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Cash - Cash consists solely of cash on deposit with a financial institution. At various times throughout the year the Company maintains a cash balance in excess of amounts insured by the Federal Depository Insurance Corporation. Management believes the risk associated with this concentration is minimal.

Credit Risk and Major Customers - Sales are predominately to companies in the automotive industry located principally in the United States. The Company extends trade credit to its customers on terms that are generally practiced in the industry. The Company’s two largest customers accounted for approximately 93% and 91% of sales for the six month periods ended June 30, 2015 and June 30, 2014, respectively. Accounts receivable from these two customers accounted for approximately 83% and 77% of total accounts receivable at June 30, 2015 and December 31, 2014, respectively.

Accounts Receivable - Accounts receivable are stated at the invoiced amount. An allowance for doubtful accounts is established based on a specific assessment of all invoices that remain unpaid following normal customer payment periods an on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period that determination is made. Management considers all accounts receivable collectible and, therefore, an allowance for doubtful accounts has not been recorded at June 30, 2015 and December 31, 2014.

Inventory - Inventory is stated at the lower of cost or market, with cost determined on the first in, first out method (FIFO).

Property and Equipment - Property and equipment are stated at cost. Depreciation is computed using the straight line. The estimated useful lives of the assets are as follows:

Building	40 years
Leasehold Improvements	7-10 years
Computer Equipment	5 years
Furniture and Fixtures	7 years
Machinery and Equipment	7 years
Transportation Equipment	5 years

6

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

The cost of assets sold, retired or otherwise disposed of and the related accumulated depreciation are eliminated from accounts and any resulting gain or loss is included in Other Income (Expense) in the Consolidated Statements of Operations.

Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of an asset are capitalized.

Impairment of Long-Lived Assets - The Company reviews long‑lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of an asset may not be fully recoverable. An impairment loss would be recognized when the estimated future cash flows from the use of the asset are less than the carrying amount of that asset. To date, there have been no such losses.

Loan Fees - Loan fees associated with debt financing are recorded as assets upon issuance of the original debt and are amortized using the effective interest method over the term of the related debt. Amortization expense recognized as a component of interest expense for the six month periods ended June 30, 2015 and 2014 was $382.

Tooling - The Company enters into agreements with certain of its customers to purchase, install and prepare tooling to be used in the production process. The customer reimburses the Company for the tooling related purchases. Revenue and expense are recognized as the tooling project expenses are incurred. Revenue relating to uncompleted tooling project contracts is deferred and recorded as deferred tooling revenue. Deferred tooling revenue was $34,000 at June 30, 2015. There were no such uncompleted tooling projects at December 31, 2014; therefore, deferred tooling revenue was $0 at December 31, 2014.

Revenue Recognition - Revenue is recognized by the Company upon shipment to customers when the customer takes ownership and assumes the risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sale price is fixed and determinable. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenues are recorded. The Company recognizes credit memos when they are issued.

Shipping and Handling Costs - Shipping and handling costs are recorded as costs of sales as they are incurred.

NOTE 2 - INVENTORY

Inventory is comprised of the following:

	June 30,		December 31,
	2015		2014
	(Unaudited)
Raw Materials	$	255,602	$	202,126
Finished Goods	749,653		622,478
Total	$	1,005,255	$	824,604

7

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:    

	June 30,			December 31,
	2015			2014
	(Unaudited)
Building	$	309,348		$	309,348
Leasehold Improvements	256,833			246,073
Computer Equipment	9,198			9,622
Furniture and Fixtures	2,563			2,562
Land	75,000			75,000
Machinery and Equipment	952,247			848,766
Transportation Equipment	51,830			101,311
Total	1,657,019			1,592,682
Less: Accumulated Depreciation	(703,425		)	(661,220		)
Net Property and Equipment	$	953,594		$	931,462

Depreciation expense for the six month periods ended June 30, 2015 and 2014 was $69,227 and $52,118, respectively.

NOTE 4 - LOAN PAYABLE - SHAREHOLDER

Loan payable to shareholder totaled $5,926 and $1,409 as of June 30, 2015 and December 31, 2014, respectively, and is due to a shareholder. See Note 7.

NOTE 5 – LINE OF CREDIT AND LONG-TERM LIABILITIES

Under a line of credit agreement with a bank dated December 20, 2012, the Company had available borrowings of $100,000 which is due on demand. Interest is payable monthly at a rate of 1.00 percent above the bank’s base index with a floor of 5.00 percent beginning in December 2012 (an effective rate of 5.00 percent at June 30, 2015 and December 31, 2014). The line of credit is secured by the building owned by BMAC and by certain assets of the majority shareholder. The line of credit was still available at June 30, 2015 and December 31, 2014, even though no balance was outstanding.

Long-term debt is a $115,000, one hundred twenty seven month BMAC term loan payable to a third party, dated May 1, 2012. The debt is payable in monthly installments of $1,000 plus interest, beginning on June 1, 2012 through December 1, 2022. The fixed rate is 4.00 percent per annum. The loan is guaranteed by the majority shareholder of the Company. The balance due as of June 30, 2015 and December 31, 2014 totaled $77,011 and $81,420, respectively. See Note 8.

Mortgage loan is a $360,000 five year BMAC bank loan payable, dated December 20, 2012. The loan is payable in monthly installments of $2,441 including interest, beginning on January 20, 2013 through December 20, 2017 at which point the remaining balance will be due. The fixed rate is 5.25 percent per annum. The loan is secured by the building and certain assets of the majority shareholder of the Company. The balance due as of June 30, 2015 and December 31, 2014 totaled $228,230 and $265,601, respectively. See Note 8.

8

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5 – LINE OF CREDIT AND LONG-TERM LIABILITIES – (CONTINUED)

Principal payment requirements on the above debt for the remainder of the current year and future years are as follows:

2016		$	27,212
2017		28,163
2018		201,235
2019		10,241
2020		10,658
Thereafter		27,732
	Total	$	305,241

NOTE 6 - COMMON STOCK

Common stock consists of 60,000 authorized shares of $1.00 par value common stock. As of June 30, 2015 and December 31, 2014, there were 1,000 shares issued and outstanding.

NOTE 7 - RELATED PARTY TRANSACTIONS

Rent is paid to a related party. See Note 8.

The Company had an unsecured borrowing totaling $5,926 and $1,409 at June 30, 2015 and December 31, 2014, respectively, from one of its shareholders without a stated interest rate or due date. The amount was paid in full subsequent to June 30, 2015. See Note 4.

From time to time, the Company may advance capital to the Company’s shareholders. By agreement between shareholders, these advances have no established repayment terms nor do they earn interest. During the six month period ended June 30, 2015, the Company advanced $16,000 to a shareholder which was offset by a distribution to the shareholder prior to June 30, 2015. As of June 30, 2015 and December 31, 2014, there were no shareholders advances outstanding.  

NOTE 8 - INFORMATION ABOUT VARIABLE INTEREST ENTITY

Great Lake leases its operating facility from BMAC, an entity whose member is the majority shareholder of Great Lake. The entity was formed for the purpose of holding and leasing certain properties. For the six month period ended June 30, 2015, BMAC’s only remaining building is leased to Great Lake. The lease requires Great Lake to make monthly rent payments as well as pay taxes, insurance, utilities and maintenance costs. BMAC generated $45,000 of rental revenue for the six month periods ended June 30, 2015 and 2014, all of which was from Great Lake and which was eliminated in consolidation.

BMAC is considered to be a variable interest entity because its sole property is leased to an entity under common control and the lease and note payable with the Company are the primary sources of resources to service BMAC's obligations.

The Company determined that it is the primary beneficiary of BMAC because the lease agreement and note payable provide it with (1) the power to direct the activities of BMAC that most significantly impact its economic performance and (2) the obligation to absorb losses that could potentially be significant to BMAC. As a result, BMAC has been included in the consolidated financial statements as a consolidated variable interest entity.

9

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 8 - INFORMATION ABOUT VARIABLE INTEREST ENTITY – (CONTINUED)

Included in the consolidated balance sheet as of June 30, 2015 and December 31, 2014 are the following amounts related to BMAC:

	June 30,		December 31,
	2015		2014
	(Unaudited)
Current Assets	$	134,259	$	168,496
Property and Equipment	331,581		333,996
Other Assets	120,800		111,778
Total Assets	$	586,640	$	614,270
Current Liabilities
Current Portion of Long-term Debt	$	27,212	$	24,331
Long-term Debt - Net of current portion	278,029		322,690
Total Liabilities	305,241		347,021
Equity	281,399		267,249
Total Liabilities and Equity	$	586,640	$	614,270

As of June 30, 2015 and December 31, 2014 BMAC had bank debt obligations totaling $228,230 and $265,601, respectively. BMAC’s land and building serve as collateral for its debt obligations. The collateralization creates a risk of loss to the Company because it may be required to service the debt in the event BMAC is unable to do so. Apart from the collateralization, the creditors and beneficial interest holders of BMAC have no recourse against the assets or general credit of the Company. In addition, as of June 30, 2015 and December 31, 2014 BMAC had a loan payable to a third party totaling $77,011 and $81,420, respectively. See Note 5.

NOTE 9 - INCOME TAXES

The Company, under the applicable provisions of the Internal Revenue Code has elected to be taxed as an S corporation effective January 1, 1997. Under such provisions, the Company does not generally incur a Federal or state income tax liability, instead, net income or loss is includable in computing the taxable income of the individual shareholders. Accordingly, no provision for federal or state income taxes is provided in the accompanying consolidated financial statements.

Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits or liabilities that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company's tax returns will not be challenged by the taxing authorities and that the Company or its members will not be subject to additional tax, penalties, and interest as a result of such challenge.

NOTE 10 - CONTINGENCY

The Company is subject to certain claims arising in the ordinary course of business. In the opinion of management, the disposition of these claims will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

10

GREAT LAKE FOAM TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11- SUBSEQUENT EVENT

Management has evaluated the subsequent events through November 6, 2015, the date on which the consolidated financial statements were available to be issued.

On August 31, 2015, Unique Fabricating, Inc. (“Unique”) acquired the business and substantially all of the assets of Great Lake for a purchase price of approximately $12.0 million in cash at closing, with a portion being held in escrow to fund the obligations of Great Lake and its stockholders to indemnify Unique against certain claims, losses, and liabilities. The cash purchase price is subject to adjustment based upon Great Lake’s working capital at closing. In addition to the cash purchase price, Unique agreed to assume certain, specified liabilities.

11

EX-99.3

Exhibit 99.3

Unique Fabricating, Inc. and Great Lakes Foam Technologies, Inc. Pro Forma

Condensed Combined Financial Information

The following unaudited pro forma condensed combined financial information are based upon the historical consolidated financial statements of Unique Fabricating, Inc. (the “Company”) and Great Lakes Foam Technologies, Inc. (“Great Lakes”). The Unaudited Pro Forma Condensed Combined Statement of Operations combine the historical statements of the Company and Great Lakes, for the six months ended June 28, 2015 and June 30, 2015, respectively, and for the year ended January 4, 2015, and December 31, 2014, respectively, giving effect to the acquisition as if it had occurred on January 1, 2014. The Unaudited Pro Forma Condensed Combined Balance Sheet combines the historical consolidated balance sheets of the Company and Great Lakes as of June 28, 2015 and June 30, 2015, respectively, giving effect to the acquisition as if it had occurred on June 30, 2015. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results of operations. Please note that the Company's fiscal year end and quarterly period end are slightly different from Great Lakes as the Company's reporting periods end on the Sunday closest to the end of the quarterly and yearly period and Great Lakes reporting periods prior to the acquisition ended on the calendar quarterly and yearly period. The Company noted that there were not material differences between these different ending dates, and as a result no adjustments have been made to the pro forma statements for these date differences. The unaudited pro forma combined financial statements were based on and should be read in conjunction with the:

● separate historical financial statements and the related notes of the Company in our Prospectus filed July 1, 2015 as of and for the year ended January 4, 2015 and in Form 10-Q as of and for the six months ended June 28, 2015; and

● separate historical financial statements and the related notes of Great Lakes as of December 31, 2014 and for the year ended December 31, 2014 included as Exhibit 99.1 to the Amended Form 8-K/A, and as of June 30, 2015 and December 31, 2014 and for the six months ended June 30, 2015 and June 30, 2014 included as Exhibit 99.2 to the Amended Form 8-K/A.

The unaudited pro forma condensed combined financial information have been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information do not purport to project the future financial position or operating results of the combined company.

1

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 28, 2015

	Historical Unique Fabricating, Inc.		Historical Great Lakes Foam Technologies, Inc.		Pro Forma Adjustments				Pro Forma Combined
	June 28, 2015		June 30, 2015
Assets
Current Assets
Cash and cash equivalents	$	759,255	$	191,870	$	(191,870	)	(a)(b)	$	759,255
Accounts receivable – net	21,890,656		1,021,890		—				22,912,546
Inventory – net	11,732,035		1,005,255		146,191			(f)	12,883,481
Prepaid expenses and other current assets:
Prepaid expenses and other	2,405,688		49,993		(170,836		)	(a)(c)	2,284,845
Deferred tax asset	907,073		—		1,468			(i)	908,541
Total current assets	37,694,707		2,269,008		(215,047		)		39,748,668
Property, Plant, and Equipment – Net	19,348,217		953,594		(187,826		)	(a)(g)	20,113,985
Goodwill	15,183,417		—		4,469,131			(n)	19,652,548
Intangible Assets, net	15,644,191		—		5,574,330			(h)	21,218,521
Other assets
Investments – at cost	1,054,120		—		—				1,054,120
Deposits and other assets	88,728		120,800		(120,800		)	(a)	88,728
Debt issuance costs	242,901		—		—				242,901
Total assets	$	89,256,281	$	3,343,402	$	9,519,788			$	102,119,471
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	12,360,367	$	561,801	$	—			$	12,922,168
Current maturities of long-term debt	2,268,595		27,212		(27,212		)	(a)	2,268,595
Income taxes payable	233,172		—		—				233,172
Accrued compensation	2,177,853		137,781		(109,319		)	(d)(j)	2,206,315
Other accrued liabilities	1,253,014		215,006		237,930			(e)(k)(o)	1,705,950
Total current liabilities	18,293,001		941,800		101,399				19,336,200
Long-term debt – net of current portion	28,349,382		278,029		(278,029		)	(a)	28,349,382
Line of credit	10,432,331		—		11,819,991			(l)	22,252,322
Other long-term liabilities
Deferred tax liability	6,157,273		—		—				6,157,273
Other liabilities	89,437		—		—				89,437
Total liabilities	63,321,424		1,219,829		11,643,361				76,184,614
Redeemable Common Stock	7,810,007		—		—				7,810,007
Total stockholders’ equity	18,124,850		2,123,573		(2,123,573		)	(a)(m)	18,124,850
Total liabilities and stockholders’ equity	$	89,256,281	$	3,343,402	$	9,519,788			$	102,119,471

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

2

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 28, 2015

	Historical Unique Fabricating, Inc.			Historical Great Lakes Foam Technologies, Inc.			Pro Forma Adjustments				Pro Forma Combined
	Six Months Ended June 28, 2015			Six Months Ended June 30, 2015
Net Sales	$	68,102,680		$	5,194,813		$	—			$	73,297,493
Cost of Sales	51,750,874			3,167,540			51,388			(p)(q)	54,969,802
Gross Profit	16,351,806			2,027,273			(51,388		)		18,327,691
Selling, General, and Administrative Expenses	10,332,313			845,351			339,273			(p)(r)	11,516,937
Operating Income	6,019,493			1,181,922			(390,661		)		6,810,754
Non-operating Income (Expense)
Investment income	230			5,362			(6,686		)	(p)	(1,094		)
Other income (expense)	14,321			(5,981		)	(300		)	(p)	8,040
Interest expense	(1,712,689		)	(8,220		)	(160,006		)	(s)	(1,880,915		)
Total non-operating expense	(1,698,138		)	(8,839		)	(166,992		)		(1,873,969		)
Income – Before income taxes	4,321,355			1,173,083			(557,653		)		4,936,785
Income Tax Expense	1,436,718			—			227,709			(t)	1,664,427
Net Income	$	2,884,637		$	1,173,083		$	(785,362	)		$	3,272,358
Net Income Attributable to Noncontrolling Interest	—			42,369			(42,369		)	(p)	—
Net Income Attributable to Controlling Interest	$	2,884,637		$	1,130,714		$	(742,993	)		$	3,272,358
Net Income per share
Basic	$	0.43									$	0.49
Diluted	$	0.41									$	0.47

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

3

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended January 4, 2015

	Historical Unique Fabricating, Inc.			Historical Great Lakes Foam Technologies, Inc.			Pro Forma Adjustments				Pro Forma Combined
	Year Ended January 4, 2015			Year Ended December 31, 2014
Net Sales	$	126,480,235		$	10,025,415		$	—			$	136,505,650
Cost of Sales	95,020,102			5,809,986			128,976			(p)(u)	100,959,064
Gross Profit	31,460,133			4,215,429			(128,976		)		35,546,586
Selling, General, and Administrative Expenses	21,325,888			2,368,009			707,600			(p)(v)	24,401,497
Operating Income	10,134,245			1,847,420			(836,576		)		11,145,089
Non-operating Income (Expense)
Investment income	21,192			7,621			(11,629		)	(p)	17,184
Other income	50,627			15,370			(3,000		)	(p)	62,997
Interest expense	(3,667,400		)	(20,374		)	(352,090		)	(p)(w)	(4,039,864		)
Total non-operating expense	(3,595,581		)	2,617			(366,719		)		(3,959,683		)
Income – Before income taxes	6,538,664			1,850,037			(1,230,295		)		7,158,406
Income Tax Expense	2,073,824			—			229,305			(t)	2,303,129
Net Income	$	4,464,840		$	1,850,037		$	(1,459,600	)		$	4,855,277
Net Income Attributable to Noncontrolling Interest	—			70,405			(70,405		)	(p)	—
Net Income Attributable to Controlling Interest	$	4,464,840		$	1,779,632		$	(1,389,195	)		$	4,855,277
Net Income per share
Basic	$	0.66									$	0.72
Diluted	$	0.65									$	0.71

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

4

Notes to the Unaudited Pro Forma Condensed

Combined Financial Statements

1. Description of Transaction

On August 31, 2015, the Company completed its acquisition (the “Acquisition”) of the business and substantially all of the assets of Great Lakes, a Michigan based polyurethane manufacturer. The business was acquired for total cash consideration of $11,819,991 after all adjustments described below. The purchase agreement included a potential purchase price adjustment provision based on the actual working capital acquired on the day of closing as compared to what was originally estimated at closing. On the date of closing, the Company paid a total purchase price of $12,000,000 less the estimated working capital adjustment of $180,009 owed to the Company by Great Lakes. After the acquisition closed it was determined the Company owed Great Lakes $127,401 for the actual working capital adjustment true-up once the actual working capital was determined. This amount is included as a payable in Note 3 below. This acquisition was financed through the Company's revolving line of credit without the need for further revisions to any debt or equity agreements.

2. Accounting Policies

The Company will continue to review Great Lakes’ accounting policies. As a result of the ongoing review, the Company may identify differences between the accounting policies of the two companies that could have a material impact on the combined financial statements. At this time, the Company is not aware of any differences that would have a material impact on the combined financial statements. The unaudited pro forma condensed combined financial statements assume there are no differences in accounting policies between the two companies.

3. Allocation of Purchase Price to Identifiable Assets Acquired and Liabilities Assumed

Based on the results of valuation procedures performed, consideration paid and net assets acquired the following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed on the date of acquisition (August 31, 2015). Please note these results could change as the results are preliminary, but the Company does not expect them to at this time.

Accounts receivable	$	1,001,005
Inventory	1,115,809
Deferred tax assets	1,468
Other current assets	2,500
Property, plant, and equipment	810,001
Identifiable intangible assets	5,915,000
Accounts payable and accrued liabilities	(1,056,334		)
Total identifiable net assets	7,789,449
Goodwill	4,030,542
Total	$	11,819,991

4. Pro Forma Adjustments

Adjustments included in the unaudited pro forma condensed combined financial statements in the column under the heading “Pro Forma Adjustments” represent the following:

(a)	Contains adjustments for certain assets and liabilities related to BMAC Properties, LLC, ("BMAC") a variable interest entity for which Great Lakes was the primary beneficiary, that was excluded from the acquisition transaction; however, was included in the historical Great Lakes financial statements.
(b)	Reflects adjustment of $188,003 of cash reported in Great Lakes as cash; however, was an excluded asset.
(c)	Reflects adjustment of $40,444 of insurance receivables reported in Great Lakes as prepaid expenses; however, was an excluded asset.
(d)	Reflects adjustment of $137,781 for accrued wages reported in Great Lakes as accrued wages and payroll taxes; however, was an excluded liability.

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(e)	Reflects adjustment of $11,451 for accrued other reported in Great Lakes as accrued property taxes; however, was an excluded liability.
(f)	Reflects the fair value adjustment of $146,191 for inventory acquired in the acquisition.
(g)	Reflects the fair value adjustment of $143,755 for net property, plant, and equipment acquired in the acquisition.
(h)	Reflects the fair value adjustment of $5,574,330 for net intangible assets acquired in the acquisition.
(i)	Reflects adjustment of $1,468 for net deferred tax assets resulting from the acquisition.
(j)	Reflects adjustment of $28,462 for accrued wages and bonuses that were acquired as a result of the acquisition.
(k)	Reflects adjustment of $127,401 for current accrued liabilities for the working capital payable that was due to Great Lakes from the Company on the date of the acquisition.
(l)	Reflects adjustment of $11,819,991 to the line of credit for the amount that was borrowed on the date of the acquisition and represents the consideration transferred in the acquisition.
(m)	Reflects Great Lakes equity elimination as stockholders' equity for Great Lakes was eliminated and reset as a result of the acquisition.
(n)	Represents adjustment to goodwill needed in order for the pro forma adjustments in the condensed combined balance sheet to properly reflect the acquisition as if it had occured on June 28, 2015.
(o)	Reflects adjustment of $121,980 for intercompany payable amounts with BMAC that represents an excluded liability.
(p)	Contains adjustments for certain statement of operation amounts related to BMAC that were excluded from the acquisition transaction.
(q)	Reflects adjustment to cost of sales of $6,388 for the six month period in 2015 presented for the difference in depreciation expense based on the fair value purchase price allocated to property, plant, and equipment and actual depreciation expense in the historical Great Lakes financial statements.
(r)	Reflects adjustment to selling, general, and administrative expenses of $340,670 for the six month period in 2015 presented for the difference in amortization expense based on the fair value purchase price allocated to intangible assets and actual amortization expense.
(s)	Reflects adjustment to interest expense of $168,226 for the six month period in 2015 to show interest expense on the debt that would have been incurred in the period on the line of credit used to fund the acquisition.
(t)	Adjusted to reflect a combined federal and state income tax rate of 37% applied to the pro forma pre-tax earnings of Great Lakes, which was taxed as a Subchapter S corporation prior to the acquisition. Assumes combined federal and state income tax rate of 37% applied to remaining pro forma adjustments.
(u)	Reflects adjustment to cost of sales of $38,976 for the twelve month period in 2014 presented for the difference in depreciation expense based on the fair value purchase price allocated to property, plant, and equipment and actual depreciation expense in the historical Great Lakes financial statements.
(v)	Reflects adjustment to selling, general, and administrative expenses of $722,213 for the twelve month period in 2014 presented for the difference in amortization expense based on the fair value purchase price allocated to intangible assets and actual amortization expense in the historical Great Lakes financial statements.
(w)	Reflects adjustment to interest expense of $371,701 for the twelve month period in 2014 to show interest expense on the debt that would have been incurred in the period on the line of credit used to fund the acquisition.

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