x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 46-4421625 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
One Westbrook Corporate Center, Suite 920 Westchester, Illinois | 60154 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x | Smaller reporting company | ¨ |
Page No. | ||
PART I - | FINANCIAL INFORMATION |
(In thousands, except share data) | September 30, 2016 | December 31, 2015 | ||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 783 | $ | 2,827 | ||||
Accounts receivable, net of allowance $431and $460 | 6,349 | 6,834 | ||||||
Inventories, net | 32,224 | 38,892 | ||||||
Prepaid expenses and other current assets | 803 | 545 | ||||||
Total current assets | 40,159 | 49,098 | ||||||
Property and equipment | 13,865 | 13,103 | ||||||
Accumulated depreciation and amortization | (3,056 | ) | (1,494 | ) | ||||
Property and equipment, net | 10,809 | 11,609 | ||||||
Goodwill | 37,438 | 76,812 | ||||||
Intangible assets, net | 33,296 | 33,786 | ||||||
Indemnification receivables | 2,297 | 5,078 | ||||||
Other non-current assets | 3,419 | 3,455 | ||||||
TOTAL ASSETS | $ | 127,418 | $ | 179,838 | ||||
LIABILITIES | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,112 | $ | 3,456 | ||||
Accrued expenses | 4,365 | 2,847 | ||||||
Contingent consideration liabilities - current | 7,516 | 9,345 | ||||||
Current portion of long-term debt | 21,401 | 793 | ||||||
Other current liabilities | 2,310 | 1,728 | ||||||
Total current liabilities | 38,704 | 18,169 | ||||||
Deferred warranty revenue, net of current portion | 503 | 227 | ||||||
Long-term related party obligations, net of current portion | 918 | 2,071 | ||||||
Long-term debt under credit facility, net of current portion | — | 19,645 | ||||||
Contingent consideration liabilities, net of current portion | — | 6,085 | ||||||
Deferred income tax liabilities | 9,639 | 15,624 | ||||||
Reserve for uncertain tax positions | 2,808 | 5,733 | ||||||
Other non-current liabilities | 3,048 | 2,500 | ||||||
Total non-current liabilities | 16,916 | 51,885 | ||||||
TOTAL LIABILITIES | 55,620 | 70,054 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS’ EQUITY | ||||||||
Common stock, $0.001 par value; 30,000,000 shares authorized; 19,991,907 and 19,926,868 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 20 | 20 | ||||||
Additional paid-in capital | 138,820 | 136,398 | ||||||
Accumulated other comprehensive loss | (2,915 | ) | (4,247 | ) | ||||
Accumulated deficit | (72,527 | ) | (30,787 | ) | ||||
Total Fenix Parts, Inc. shareholders’ equity before noncontrolling interest | 63,398 | 101,384 | ||||||
Noncontrolling interest | 8,400 | 8,400 | ||||||
Total shareholders’ equity | 71,798 | 109,784 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 127,418 | $ | 179,838 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands, except share data) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Net revenues | $ | 32,515 | $ | 27,275 | $ | 98,931 | $ | 38,745 | ||||||||
Cost of goods sold | 21,348 | 20,584 | 59,190 | 30,592 | ||||||||||||
Gross profit | 11,167 | 6,691 | 39,741 | 8,153 | ||||||||||||
Selling, general and administrative expenses | 12,962 | 14,579 | 37,567 | 21,272 | ||||||||||||
Outside service and professional fees | 1,742 | 3,575 | 5,083 | 6,988 | ||||||||||||
Depreciation and amortization | 1,138 | 1,077 | 3,500 | 1,786 | ||||||||||||
Change in fair value of contingent consideration liabilities | (1,411 | ) | (1,022 | ) | (8,393 | ) | (193 | ) | ||||||||
Change in indemnification receivable | 266 | — | 2,782 | — | ||||||||||||
Goodwill impairment | — | — | 45,300 | — | ||||||||||||
Operating loss | (3,530 | ) | (11,518 | ) | (46,098 | ) | (21,700 | ) | ||||||||
Interest expense | (437 | ) | (78 | ) | (1,192 | ) | (100 | ) | ||||||||
Other income (expense), net | 165 | 26 | 408 | (1,678 | ) | |||||||||||
Loss before income tax benefit | (3,802 | ) | (11,570 | ) | (46,882 | ) | (23,478 | ) | ||||||||
Benefit for income taxes | (2,031 | ) | (5,022 | ) | (5,142 | ) | (10,326 | ) | ||||||||
Net loss | $ | (1,771 | ) | $ | (6,548 | ) | $ | (41,740 | ) | $ | (13,152 | ) | ||||
Loss per share available to common shareholders: | ||||||||||||||||
Basic and Diluted | $ | (0.08 | ) | $ | (0.33 | ) | $ | (2.00 | ) | $ | (1.10 | ) | ||||
Weighted average common shares outstanding: | ||||||||||||||||
Basic and Diluted | 19,988,809 | 19,475,046 | 19,818,231 | 11,206,390 | ||||||||||||
Dividends paid | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||||||||||||||
Net loss | $ | (1,771 | ) | $ | (6,548 | ) | $ | (41,740 | ) | $ | (13,152 | ) | ||||
Foreign currency translation adjustment | (285 | ) | (2,256 | ) | 1,332 | (2,961 | ) | |||||||||
Net comprehensive loss | $ | (2,056 | ) | $ | (8,804 | ) | $ | (40,408 | ) | $ | (16,113 | ) |
Common Stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit | Noncontrolling interest | Total shareholders’ equity | ||||||||||||||||||||||
(In thousands, except share data) | Shares | Amount | |||||||||||||||||||||||||
Balance at December 31, 2015 | 19,926,868 | $ | 20 | $ | 136,398 | $ | (4,247 | ) | $ | (30,787 | ) | $ | 8,400 | $ | 109,784 | ||||||||||||
Leesville retention bonus | — | — | 790 | — | — | — | 790 | ||||||||||||||||||||
Share based awards | 65,039 | — | 1,632 | — | — | — | 1,632 | ||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | 1,332 | — | — | 1,332 | ||||||||||||||||||||
Net loss | — | — | — | — | (41,740 | ) | — | (41,740 | ) | ||||||||||||||||||
Balance as of September 30, 2016 | 19,991,907 | $ | 20 | $ | 138,820 | $ | (2,915 | ) | $ | (72,527 | ) | $ | 8,400 | $ | 71,798 |
Nine Months Ended September 30, | ||||||||
(In thousands) | 2016 | 2015 | ||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (41,740 | ) | $ | (13,152 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | 4,260 | 2,156 | ||||||
Share-based compensation expense | 2,422 | 1,496 | ||||||
Non-cash rent expense | 689 | — | ||||||
Deferred income taxes | (2,774 | ) | (10,423 | ) | ||||
Deferred warranty revenue | 725 | 665 | ||||||
Reversal of reserves for uncertain tax positions | (2,927 | ) | 57 | |||||
Reduction in indemnification receivables | 2,782 | — | ||||||
Amortization of inventory fair value mark up | 1,402 | 6,952 | ||||||
Lower value of acquired inventory | (1,777 | ) | — | |||||
Retrospective inventory opening balance sheet adjustment | (2,221 | ) | — | |||||
Change in fair value of contingent consideration liabilities | (8,393 | ) | (193 | ) | ||||
Make whole provision for pre-IPO investors | — | 1,827 | ||||||
Goodwill impairment | 45,300 | — | ||||||
Change in assets and liabilities | ||||||||
Accounts receivable | 470 | (4,241 | ) | |||||
Inventories | (1,294 | ) | 270 | |||||
Prepaid expenses and other current assets | (458 | ) | (26 | ) | ||||
Accounts payable | (364 | ) | (537 | ) | ||||
Accrued expenses | 1,501 | (510 | ) | |||||
Other current liabilities | 265 | 2,965 | ||||||
Net cash used in operating activities | (2,132 | ) | (12,694 | ) | ||||
Cash flows from investing activities | ||||||||
Capital expenditures | (586 | ) | (114 | ) | ||||
Purchases of companies, net of cash acquired | (149 | ) | (87,807 | ) | ||||
Net cash used in investing activities | (735 | ) | (87,921 | ) | ||||
Cash flows from financing activities | ||||||||
Net proceeds from initial public offering | — | 101,279 | ||||||
Net proceeds from other issuances of common stock | — | 250 | ||||||
Borrowings on revolving credit line | 1,615 | 10,000 | ||||||
Payments on term loan | (625 | ) | (250 | ) | ||||
Debt issuance cost | (102 | ) | (438 | ) | ||||
Proceeds from other debt financing | — | 213 | ||||||
Net cash provided by financing activities | 888 | 111,054 | ||||||
Effect of foreign exchange fluctuations on cash and cash equivalents | (65 | ) | (41 | ) | ||||
Increase (decrease) in cash and cash equivalents | (2,044 | ) | 10,398 | |||||
Cash and cash equivalents, beginning of period | 2,827 | 453 | ||||||
Cash and cash equivalents, end of period | $ | 783 | $ | 10,851 | ||||
Supplemental cash flow disclosures: | ||||||||
Cash paid for interest | $ | 771 | $ | 64 | ||||
Cash paid for income taxes | $ | 436 | $ | — | ||||
Noncash transactions: | ||||||||
Equity issued for purchases of Subsidiaries | $ | — | $ | 34,320 | ||||
Accrued future consideration for acquisitions | $ | — | $ | 8,620 |
(In thousands) | December 31, 2015 | ||
Previous presentation | |||
Other non-current assets | $ | 1,218 | |
Current presentation | |||
Other non-current assets | $ | 3,388 | |
Other non-current liabilities | $ | 2,170 |
(In thousands) | Opening Balance Sheet as Previously Reported | Adjustments For the Three Months Ended March 31, 2016 | Adjusted Opening Balance Sheet | |||||||||
Cash and other current assets | $ | 8,666 | $ | — | $ | 8,666 | ||||||
Inventories | (i) | 47,794 | (10,722 | ) | 37,072 | |||||||
Property and equipment | (ii) | 13,235 | — | 13,235 | ||||||||
Other non-current assets | (iii) | 5,271 | — | 5,271 | ||||||||
Intangible assets | (iv) | 37,396 | 1,710 | 39,106 | ||||||||
Current liabilities | (7,572 | ) | — | (7,572 | ) | |||||||
Reserve for uncertain tax positions | (5,760 | ) | — | (5,760 | ) | |||||||
Deferred income taxes, net | (v) | (24,168 | ) | 3,758 | (20,410 | ) | ||||||
Non-current liabilities | (422 | ) | — | (422 | ) | |||||||
Total net identifiable assets acquired | 74,440 | (5,254 | ) | 69,186 | ||||||||
Goodwill | 80,023 | 5,403 | 85,426 | |||||||||
Total net assets acquired | $ | 154,463 | $ | 149 | $ | 154,612 |
(i) | Inventory was marked up to 90% of its estimated selling price representing the inventory’s fair market valuation, with selling costs and related profit margin estimated at all companies to be 10%. This fair value adjustment to inventory, after a reduction of approximately $2.2 million for the opening balance sheet adjustment described above, totaled approximately $7.8 million, of which $1.4 million was amortized as an additional charge recorded in cost of goods sold during the nine months ended September 30, 2016. This fair value mark up adjustment was completely amortized through September 30, 2016 as the acquired inventory was expected to be sold within six to nine months. |
(ii) | Assumptions for property and equipment valuation, which are based on cost and market approaches, are based primarily on data from industry databases and dealers on current costs of new equipment and information about the useful lives and age of the equipment. The remaining useful life of property and equipment was determined based on historical experience using such assets, and varies from 1 - 6 years depending on the acquired company and nature of the assets. All property and equipment is being depreciated using the straight-line method. |
(iii) | The Company may recover amounts from the former owners of certain of the acquired companies if the Company is required to make certain income tax or other payments as defined in the relevant acquisition agreements after the acquisition. In the case of the Founding Companies, the Company’s right to these tax related indemnifications is generally subject to a threshold of 1% of the purchase price, a cap of 40% of the purchase price paid for each individual acquisition and a survival period of three years from the date of their acquisition. During the three and nine months ended September 30, 2016, the Company reversed $0.3 million and $2.8 million, respectively, of indemnification receivables through a charge in the accompanying consolidated statement of operations, as the statute of limitations expired on the tax-related indemnity as discussed further in Note 9 below. |
(iv) | The table below summarizes the aggregate gross intangible assets recorded: |
(In thousands) | |||
Trade names | $ | 6,122 | |
Customer relationships | 31,308 | ||
Covenants not to compete | 1,676 | ||
Total | $ | 39,106 |
(v) | The Company recorded deferred income taxes relating to the difference between financial reporting and tax basis of assets and liabilities acquired in the acquisitions in nontaxable transactions. The Company also eliminated historical deferred income taxes of the companies acquired in taxable transactions. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||
(In thousands) | 2015 | 2015 | |||||||
Net revenues | $ | 32,211 | $ | 95,598 | |||||
Net loss | $ | (7,461 | ) | $ | (10,500 | ) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||
(In thousands) | 2015 | 2015 | |||||||
Recycled OE parts and related products | $ | 27,762 | $ | 82,430 | |||||
Other ancillary products (scrap) | 4,449 | 13,168 | |||||||
Total | $ | 32,211 | $ | 95,598 |
(In thousands) | September 30, 2016 | December 31, 2015 | |||||
Obligations: | |||||||
Term loan | $ | 9,000 | $ | 9,625 | |||
Revolving credit facility | 12,815 | 11,200 | |||||
Total debt | 21,815 | 20,825 | |||||
Less: long-term debt issuance costs | — | (299 | ) | ||||
Less: short-term debt issuance costs | (414 | ) | (88 | ) | |||
Total debt, net of issuance costs | 21,401 | 20,438 | |||||
Less: current maturities, net of debt issuance costs | (21,401 | ) | (793 | ) | |||
Long-term debt, net of issuance costs | $ | — | $ | 19,645 |
(In thousands) | 2017 | 2018 | 2019 | 2020 | Total | ||||||||||||||
Revolving credit facility | $ | — | $ | — | $ | — | $ | 12,815 | $ | 12,815 | |||||||||
Term loan | 1,000 | 1,000 | 1,000 | 6,000 | 9,000 | ||||||||||||||
Debt issuance costs | (113 | ) | (113 | ) | (113 | ) | (75 | ) | (414 | ) | |||||||||
Total | $ | 887 | $ | 887 | $ | 887 | $ | 18,740 | $ | 21,401 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(In thousands) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
Stock options | $ | 308 | $ | 520 | $ | 1,242 | $ | 582 | ||||||||
Restricted stock grants | 88 | 78 | 340 | 78 | ||||||||||||
Leesville bonus shares | — | 547 | 790 | 832 | ||||||||||||
Other restricted or unregistered share issuances | — | — | 50 | 217 | ||||||||||||
Total share-based compensation | $ | 396 | $ | 1,145 | $ | 2,422 | $ | 1,709 |
Expected dividend yield | — | % | |
Risk-free interest rate | 1.1 - 1.85% | ||
Expected volatility | 30.0 | % | |
Expected life of option | 6.3 years |
Number of Options | Weighted- Average Exercise Price Per Share | Weighted- Average Remaining Contractual Term in Years | Aggregate Intrinsic Value | ||||||||||
Outstanding on December 31, 2015 | 1,596,297 | $ | 9.02 | ||||||||||
Granted | 482,750 | 4.04 | |||||||||||
Exercised | — | — | |||||||||||
Expired or forfeited | (6,000 | ) | 9.60 | ||||||||||
Outstanding on September 30, 2016 | 2,073,047 | $ | 7.86 | 8.98 | $ | 8,700 | |||||||
Exercisable on September 30, 2016 | 699,390 | $ | 9.17 | 8.73 | $ | — |
Number of Awards | Weighted- Average Grant Date Fair Value Per Share | ||||||
Unvested restricted stock units at December 31, 2015 | 150,000 | $ | 9.68 | ||||
Granted | 29,332 | 4.23 | |||||
Forfeited | — | — | |||||
Vested | 54,332 | 7.66 | |||||
Unvested restricted stock units at September 30, 2016 | 125,000 | $ | 9.28 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
(In thousands except share data) | 2016 | 2015 | 2016 | 2015 | |||||||||||
Basic loss per common share: | |||||||||||||||
Net loss | $ | (1,771 | ) | $ | (6,548 | ) | $ | (41,740 | ) | $ | (13,152 | ) | |||
Net loss allocable to Fenix Canada preferred shares | (88 | ) | (168 | ) | (2,100 | ) | (862 | ) | |||||||
Net loss available to common shares | $ | (1,683 | ) | $ | (6,380 | ) | $ | (39,640 | ) | $ | (12,290 | ) | |||
Weighted-average common shares outstanding | 19,988,809 | 19,475,046 | 19,818,231 | 11,206,390 | |||||||||||
Basic loss per common share | $ | (0.08 | ) | $ | (0.33 | ) | $ | (2.00 | ) | $ | (1.10 | ) |
(In thousands) | ||||
Balance as of December 31, 2015 | $ | 76,812 | ||
Purchase accounting allocation adjustments (see Note 3) | 5,403 | |||
Exchange rate effects | 523 | |||
Impairment charge | (45,300 | ) | ||
Balance as of September 30, 2016 | $ | 37,438 |
• | The long-term horizon of the valuation process versus a short-term valuation using current market conditions; and |
• | Control premiums reflected in the reporting unit fair values but not in the Company’s stock price. |
Decrease in Fair Value of Reporting Unit (in thousands) | |||
Discount Rate - Increase by 1% | $ | 11,000 | |
Long-term Growth Rate - Decrease by 1% | $ | 6,000 |
Level 1 - inputs which are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |
Level 2 - inputs which are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. | |
Level 3 - inputs which are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. |
(In thousands) | Period from January 1, 2015 to May 18, 2015 | |||
Net revenues | $ | 11,107 | ||
Cost of goods sold | 7,395 | |||
Gross profit | 3,712 | |||
Operating expenses | 3,184 | |||
Income from operations | 528 | |||
Other income | 64 | |||
Income before income tax expense | 592 | |||
Income tax expense | 76 | |||
Net income | $ | 516 | ||
Net income attributable to noncontrolling interest | 279 | |||
Net income attributable to Beagell Group | $ | 237 |
(In thousands) | Period from January 1, 2015 to May 18, 2015 | |||
Cash flows from operating activities | ||||
Net income | $ | 516 | ||
Adjustments to reconcile net income to net cash provided by operating activities | ||||
Depreciation and amortization expense | 277 | |||
Provision for uncertain tax positions | 86 | |||
Gain on disposal of property and equipment | (61 | ) | ||
Change in assets and liabilities | ||||
Accounts receivable | (135 | ) | ||
Inventories | 114 | |||
Prepaid expenses and other current assets | (104 | ) | ||
Account payable | 233 | |||
Accrued expenses and other liabilities | (306 | ) | ||
Deferred warranty revenue | (143 | ) | ||
Net cash provided by operating activities | 477 | |||
Cash flows from investing activities | ||||
Proceeds from disposal of property and equipment | 161 | |||
Premium payments on life insurance policies | 594 | |||
Payments made on related party receivables | 333 | |||
Capital expenditures | (285 | ) | ||
Net cash provided in investing activities | 803 | |||
Cash flows from financing activities | ||||
Payments of debt | (26 | ) | ||
Shareholder distributions | (1,859 | ) | ||
Net cash used in financing activities | (1,885 | ) | ||
Decrease in cash and cash equivalents | (605 | ) | ||
Cash and cash equivalents, beginning of period | 2,770 | |||
Cash and cash equivalents, end of period | $ | 2,165 | ||
Supplemental cash flow disclosures | ||||
Cash paid for income taxes | $ | 5 |
(In thousands) | Period from January 1, 2015 to May 18, 2015 | |||
Net revenues | $ | 8,914 | ||
Cost of goods sold | 5,996 | |||
Gross profit | 2,918 | |||
Operating expenses | 3,385 | |||
Loss from operations | (467 | ) | ||
Other income, net | 302 | |||
Loss before income tax expense | (165 | ) | ||
Income tax provision | 79 | |||
Net loss | (244 | ) | ||
Net loss attributable to noncontrolling interest | (15 | ) | ||
Net loss attributable to Standard | $ | (229 | ) | |
Net loss | $ | (244 | ) | |
Foreign currency translation adjustments, net of tax | (366 | ) | ||
Net comprehensive income (loss) | (610 | ) | ||
Net comprehensive income (loss) attributable to noncontrolling interest | (17 | ) | ||
Net comprehensive income (loss) attributable to Standard | $ | (593 | ) |
(In thousands) | Period from January 1, 2015 to May 18, 2015 | |||
Cash flows from operating activities | ||||
Net loss | $ | (244 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization expense | 302 | |||
Deferred income tax benefit | (194 | ) | ||
Provision for uncertain tax positions | 69 | |||
Insurance proceeds | 150 | |||
Gain on fire | (51 | ) | ||
Loss on disposal of property and equipment | 15 | |||
Change in assets and liabilities | ||||
Accounts receivable | (216 | ) | ||
Inventories | (12 | ) | ||
Prepaid expenses and other current assets | (432 | ) | ||
Accounts payable | (306 | ) | ||
Accrued expenses and other current liabilities | 343 | |||
Net cash used in operating activities | (576 | ) | ||
Cash flows from investing activities | ||||
Capital expenditures | (119 | ) | ||
Insurance Proceeds | 109 | |||
Other | 61 | |||
Net cash provided by investing activities | 51 | |||
Effect of foreign exchange fluctuations on cash | 559 | |||
Net increase in cash and cash equivalents | 34 | |||
Cash and cash equivalents, beginning of period | 1,354 | |||
Cash and cash equivalents, end of period | $ | 1,388 | ||
Supplemental cash flow disclosure | ||||
Cash paid for income taxes | $ | 9 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
(in thousands, except percentages) | Three Months Ended September 30, 2016 | Percent of Net Revenues | Three Months Ended September 30, 2015 | Percent of Net Revenues | |||||||||
Net revenues | $ | 32,515 | 100.0 | % | $ | 27,275 | 100.0 | % | |||||
Cost of goods sold | 21,348 | 65.7 | % | 20,584 | 75.5 | % | |||||||
Gross profit | 11,167 | 34.3 | % | 6,691 | 24.5 | % | |||||||
Selling, general and administrative expenses | 12,962 | 39.9 | % | 14,579 | 53.5 | % | |||||||
Outside service and professional fees | 1,742 | 5.4 | % | 3,575 | 13.1 | % | |||||||
Depreciation and amortization | 1,138 | 3.5 | % | 1,077 | 3.9 | % | |||||||
Change in fair value of contingent consideration liabilities | (1,411 | ) | (4.3 | )% | (1,022 | ) | (3.7 | )% | |||||
Change in indemnification receivable | 266 | 0.8 | % | — | — | % | |||||||
Operating loss | (3,530 | ) | (10.9 | )% | (11,518 | ) | (42.2 | )% | |||||
Interest expense | (437 | ) | (1.3 | )% | (78 | ) | (0.3 | )% | |||||
Other income, net | 165 | 0.5 | % | 26 | 0.1 | % | |||||||
Loss before income tax benefit | (3,802 | ) | (11.7 | )% | (11,570 | ) | (42.4 | )% | |||||
Benefit for income taxes | (2,031 | ) | (6.2 | )% | (5,022 | ) | (18.4 | )% | |||||
Net loss | $ | (1,771 | ) | (5.4 | )% | $ | (6,548 | ) | (24.0 | )% |
(Unaudited) | |||||||||||||||
Three Months Ended September 30, | Difference | ||||||||||||||
(in thousands, except percentages) | 2016 as Reported | 2015 Pro Forma | $ | % | |||||||||||
Net revenues | $ | 32,515 | $ | 32,211 | $ | 304 | 0.9 | % | |||||||
Net loss | $ | (1,771 | ) | $ | (7,461 | ) | $ | 5,690 | (76.3 | )% |
(Unaudited) | |||||||||||||||
Three Months Ended September 30, | Difference | ||||||||||||||
(in thousands, except percentages) | 2016 as Reported | 2015 Pro Forma | $ | % | |||||||||||
Recycled OE parts and related products | $ | 27,694 | $ | 27,762 | $ | (68 | ) | (0.2 | )% | ||||||
Other ancillary products (scrap) | 4,821 | 4,449 | 372 | 8.4 | % | ||||||||||
Total | $ | 32,515 | $ | 32,211 | $ | 304 | 0.9 | % |
(in thousands, except percentages) | Nine Months Ended September 30, 2016 | Percent of Net Revenues | Nine Months Ended September 30, 2015 | Percent of Net Revenues | |||||||||
Net revenues | $ | 98,931 | 100.0 | % | $ | 38,745 | 100.0 | % | |||||
Cost of goods sold | 59,190 | 59.8 | % | 30,592 | 79.0 | % | |||||||
Gross profit | 39,741 | 40.2 | % | 8,153 | 21.0 | % | |||||||
Selling, general and administrative expenses | 37,567 | 38.0 | % | 21,272 | 54.9 | % | |||||||
Outside service and professional fees | 5,083 | 5.1 | % | 6,988 | 18.0 | % | |||||||
Depreciation and amortization | 3,500 | 3.5 | % | 1,786 | 4.6 | % | |||||||
Change in fair value of contingent consideration liabilities | (8,393 | ) | (8.5 | )% | (193 | ) | (0.5 | )% | |||||
Change in indemnification receivable | 2,782 | 2.8 | % | — | — | % | |||||||
Goodwill impairment | 45,300 | 45.8 | % | — | — | % | |||||||
Operating loss | (46,098 | ) | (46.5 | )% | (21,700 | ) | (56.0 | )% | |||||
Interest expense | (1,192 | ) | (1.2 | )% | (100 | ) | (0.3 | )% | |||||
Other income (expense), net | 408 | 0.4 | % | (1,678 | ) | (4.3 | )% | ||||||
Loss before income tax benefit | (46,882 | ) | (47.4 | )% | (23,478 | ) | (60.6 | )% | |||||
Benefit for income taxes | (5,142 | ) | (5.2 | )% | (10,326 | ) | (26.7 | )% | |||||
Net loss | $ | (41,740 | ) | (42.2 | )% | $ | (13,152 | ) | (33.9 | )% |
(Unaudited) | |||||||||||||||
Nine Months Ended September 30, | Difference | ||||||||||||||
(in thousands, except percentages) | 2016 as Reported | 2015 Pro Forma | $ | % | |||||||||||
Net revenues | $ | 98,931 | $ | 95,598 | $ | 3,333 | 3.5 | % | |||||||
Net loss | $ | (41,740 | ) | $ | (10,500 | ) | $ | (31,240 | ) | 297.5 | % |
(Unaudited) | |||||||||||||||
(in thousands, except percentages) | Nine Months Ended September 30, | Difference | |||||||||||||
2016 as Reported | 2015 Pro Forma | $ | % | ||||||||||||
Recycled OE parts and related products | $ | 84,732 | $ | 82,430 | $ | 2,302 | 2.8 | % | |||||||
Other ancillary products (scrap) | 14,199 | 13,168 | 1,031 | 7.8 | % | ||||||||||
Total | $ | 98,931 | $ | 95,598 | $ | 3,333 | 3.5 | % |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
PART II - | OTHER INFORMATION |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | OTHER INFORMATION |
ITEM 6. | EXHIBITS |
Exhibit Number | Description of Exhibit | |
10.1 | Second Amendment to Amended and Restated Multicurrency Credit Agreement and Waiver (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2016). | |
10.2 | Forbearance Agreement among Fenix Parts, Inc., Fenix Parts Canada, Inc., and their subsidiaries, BMO Harris Bank N.A. and Bank of Montreal | |
31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | XBRL Instance Document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | This certification is deemed not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
Fenix Parts, Inc. | ||
Dated: March 28, 2017 | By: | /s/ Kent Robertson |
Kent Robertson | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Scott Pettit | |
Scott Pettit | ||
Chief Financial Officer | ||
(Principal Financial Officer) |
FENIX PARTS, INC., as U.S. Borrower By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
FENIX PARTS CANADA, INC., as Canadian Borrower By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
DON'S AUTOMOTIVE MALL, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
EISS BROTHER, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
GARY'S U-PULL IT, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
GREEN OAK INVESTMENTS LLC, as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
HORSEHEADS AUTOMOTIVE RECYCLING, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
LEESVILLE AUTO-WRECKERS, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
STANDARD AUTO WRECKERS INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
JERRY BROWN, LTD., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
OCEAN COUNTY AUTO WRECKERS, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
BUTLER AUTO SALES AND PARTS, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
TRI-CITY AUTO SALVAGE, INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
2434861 ONTARIO INC., as a Guarantor By /s/ Kent Robertson Name Kent Robertson Title President and CEO |
BMO HARRIS BANK N.A., as Administrative Agent and as a Lender By /s/ Bridget Garavalia Name Bridget Garavalia Title Director |
BANK OF MONTREAL, as a Lender By /s/ Helen Alvarez-Hernandez Name Helen Alvarez-Hernandez Title Director |
1. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a Borrowing Base Certificate and related reports for the fiscal quarter ending June 30, 2016, as required by Section 6.5(a) of the Credit Agreement; |
2. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a Borrowing Base Certificate and related reports for the fiscal quarter ending September 30, 2016, as required by Section 6.5(a) of the Credit Agreement; |
3. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a Borrowing Base Certificate and related reports for the fiscal quarter ending December 31, 2016, as required by Section 6.5(a) of the Credit Agreement; |
4. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a copy of the consolidated and consolidating balance sheet of Borrowers and their Subsidiaries as of the last day of the fiscal quarter ending June 30, 2016 and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrowers and their Subsidiaries for the fiscal quarter and for the fiscal year to date period then ended, as required by Section 6.5(b) of the Credit Agreement; |
5. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a copy of the consolidated and consolidating balance sheet of Borrowers and their Subsidiaries as of the last day of the fiscal quarter ending September 30, 2016 and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrowers and their Subsidiaries for the fiscal quarter and for the fiscal year to date period then ended, as required by Section 6.5(b) of the Credit Agreement; |
6. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a copy of the consolidated and consolidating balance sheet of Borrowers and their Subsidiaries as of the last day of the fiscal quarter ending December 31, 2016 and the consolidated and consolidating statements of income, retained earnings, and cash flows of Borrowers and their Subsidiaries for the fiscal quarter and for the fiscal year to date period then ended, as required by Section 6.5(b) of the Credit Agreement; |
7. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a written certificate signed by a Financial Officer of U.S. Borrower to the effect that to the best of such officer's knowledge and belief no Default or Event of Default has occurred during the period covered by the financial statements for the period ending June 30, 2016 and setting forth the calculations supporting such statements in respect of Section 7.11 of the Credit Agreement, as required by Section 6.5(j) of the Credit Agreement; |
8. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a written certificate signed by a Financial Officer of U.S. Borrower to the effect that to the best of such officer's knowledge and belief no Default or Event of Default has occurred during the period covered by the financial statements for the period ending September 30, 2016 and setting forth the calculations supporting such statements in respect of Section 7.11 of the Credit Agreement, as required by Section 6.5(j) of the Credit Agreement; |
9. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a written certificate signed by a Financial Officer of U.S. Borrower to the effect that to the best of such officer's knowledge and belief no Default or Event of Default has occurred during the period covered by the financial statements for the period ending December 31, 2016 and setting forth the calculations supporting such statements in respect of Section 7.11 of the Credit Agreement, as required by Section 6.5(j) of the Credit Agreement; |
10. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Total Leverage Ratio of less than or equal to 4.50 to 1.00 for the fiscal quarter ended June 30, 2016, as required by Section 7.11(b) of the Credit Agreement; |
11. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Total Leverage Ratio of less than or equal to 4.50 to 1.00 for the fiscal quarter ended September 30, 2016, as required by Section 7.11(b) of the Credit Agreement; |
12. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Total Leverage Ratio of less than or equal to 4.50 to 1.00 for the fiscal quarter ended December 31, 2016, as required by Section 7.11(b) of the Credit Agreement; |
13. | An Event of Default under Section 8.1(a) of the Credit Agreement as a result of U.S. Borrower's failure to repay the Obligations in the amount by which the unpaid principal balance of the U.S. Revolving Loans, Swing Loans and U.S. L/C Obligations outstanding as of June 30, 2016 exceeded the U.S. Borrowing Base as then determined and computed, as required by Section 2.9(b)(iv) of the Credit Agreement; |
14. | An Event of Default under Section 8.1(a) of the Credit Agreement as a result of U.S. Borrower's failure to repay the Obligations in the amount by which the unpaid principal balance of the U.S. Revolving Loans, Swing Loans and U.S. L/C Obligations outstanding as of September 30, 2016 exceeded the U.S. Borrowing Base as then determined and computed, as required by Section 2.9(b)(iv) of the Credit Agreement; |
15. | An Event of Default under Section 8.1(a) of the Credit Agreement as a result of U.S. Borrower's failure to repay the Obligations in the amount by which the unpaid principal balance of the U.S. Revolving Loans, Swing Loans and U.S. L/C Obligations outstanding as of December 31, 2016 exceeded the U.S. Borrowing Base as then determined and computed, as required by Section 2.9(b)(iv) of the Credit Agreement; |
16. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Fixed Charge Coverage Ratio of not less than or equal to 1.20 to 1.00 for the fiscal quarter ended June 30, 2016, as required by Section 7.11(c) of the Credit Agreement; |
17. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Fixed Charge Coverage Ratio of not less than or equal to 1.20 to 1.00 for the fiscal quarter ended September 30, 2016, as required by Section 7.11(c) of the Credit Agreement; and |
18. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Fixed Charge Coverage Ratio of not less than or equal to 1.20 to 1.00 for the fiscal quarter ended December 31, 2016, as required by Section 7.11(c) of the Credit Agreement. |
1. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a Borrowing Base Certificate and related reports for the fiscal quarter ending December 31, 2016, as required by Section 6.5(a) of the Credit Agreement; |
2. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Loan Parties' failure to timely deliver a written certificate signed by a Financial Officer of U.S. Borrower to the effect that to the best of such officer's knowledge and belief no Specified Default has occurred during the period covered by the financial statements for the period ending March 31, 2017 and setting forth the calculations supporting such statements in respect of Section 7.11 of the Credit Agreement, as required by Section 6.5(j) of the Credit Agreement; |
3. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Total Leverage Ratio of less than or equal to 4.50 to 1.00 for the fiscal quarter ended March 31, 2017, as required by Section 7.11(b) of the Credit Agreement; |
4. | An Event of Default under Section 8.1(a) of the Credit Agreement as a result of U.S. Borrower's failure to repay the Obligations in the amount by which the unpaid principal balance of the U.S. Revolving Loans, Swing Loans and U.S. L/C Obligations outstanding as of March 31, 2017 exceeded the U.S. Borrowing Base as then determined and computed, as required by Section 2.9(b)(iv) of the Credit Agreement; and |
5. | An Event of Default under Section 8.1(b) of the Credit Agreement as a result of Borrowers' failure to maintain a Fixed Charge Coverage Ratio of not less than or equal to 1.20 to 1.00 for the fiscal quarter ended March 31, 2017, as required by Section 7.11(c) of the Credit Agreement. |
/s/ Kent Robertson | |
Kent Robertson | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
/s/ Scott Pettit | |
Scott Pettit | |
Chief Financial Officer | |
(Principal Financial Officer) |
By: | /s/ Kent Robertson | |
Kent Robertson | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
Dated March 28, 2017 | ||
By: | /s/ Scott Pettit | |
Scott Pettit | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
Dated March 28, 2017 |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Oct. 10, 2016 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | FENX | |
Entity Registrant Name | Fenix Parts, Inc. | |
Entity Central Index Key | 0001615153 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 20,141,941 |
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 19,991,907 | 19,503,607 |
Common stock, shares outstanding | 19,991,907 | 19,503,607 |
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | |
---|---|---|---|---|
Sep. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
|
Income Statement [Abstract] | ||||
Net revenues | $ 32,515 | $ 27,275 | $ 38,745 | $ 98,931 |
Cost of goods sold | 21,348 | 20,584 | 30,592 | 59,190 |
Gross profit | 11,167 | 6,691 | 8,153 | 39,741 |
Selling, general and administrative expenses | 12,962 | 14,579 | 21,272 | 37,567 |
Outside service and professional fees | 1,742 | 3,575 | 6,988 | 5,083 |
Depreciation and amortization | 1,138 | 1,077 | 1,786 | 3,500 |
Change in fair value of contingent consideration liabilities | (1,411) | (1,022) | (193) | (8,393) |
Change in indemnification receivable | 266 | 0 | 0 | 2,782 |
Goodwill impairment | 0 | 0 | 0 | 45,300 |
Operating loss | (3,530) | (11,518) | (21,700) | (46,098) |
Interest expense | (437) | (78) | (100) | (1,192) |
Other income (expense), net | 165 | 26 | (1,678) | 408 |
Loss before income tax benefit | (3,802) | (11,570) | (23,478) | (46,882) |
Benefit for income taxes | (2,031) | (5,022) | (10,326) | (5,142) |
Net loss | (1,771) | (6,548) | (13,152) | (41,740) |
Foreign currency translation adjustment | (285) | (2,256) | (2,961) | 1,332 |
Net comprehensive loss | $ (2,056) | $ (8,804) | $ (16,113) | $ (40,408) |
Loss per share available to common shareholders: | ||||
Earnings/(loss) per share, Basic (in dollars per share) | $ (0.08) | $ (0.33) | $ (1.10) | $ (2.00) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding, Basic (in dollars per share) | 19,988,809 | 19,475,046 | 11,206,390 | 19,818,231 |
Dividends paid (in dollars per share) | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Unaudited Condensed Consolidated Statements of Shareholders' Equity (Deficit) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands |
Total |
Common Stock [Member] |
Additional paid-in capital [Member] |
Accumulated other comprehensive income [Member] |
Accumulated deficit [Member] |
Noncontrolling interest [Member] |
---|---|---|---|---|---|---|
Balance at Dec. 31, 2015 | $ 109,784 | $ 20 | $ 136,398 | $ (4,247) | $ (30,787) | $ 8,400 |
Balance (in shares) at Dec. 31, 2015 | 19,926,868 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Retention bonus | 790 | 790 | ||||
Share based awards | 1,632 | $ 0 | 1,632 | |||
Share based awards (in shares) | 65,039 | |||||
Foreign currency translation adjustment | 1,332 | 1,332 | ||||
Net loss | (41,740) | (41,740) | ||||
Balance at Sep. 30, 2016 | $ 71,798 | $ 20 | $ 138,820 | $ (2,915) | $ (72,527) | $ 8,400 |
Balance (in shares) at Sep. 30, 2016 | 19,991,907 |
Description of Business |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business and Financial Condition Description of Business Fenix Parts, Inc. and subsidiaries (the “Company” or “Fenix”) are in the business of automotive recycling, which is the recovery and resale of original equipment manufacturer (“OEM”) and aftermarket parts, components and systems, such as engines, transmissions, radiators, trunks, lamps and seats (referred to as “products”) reclaimed from damaged, totaled or low value vehicles. The Company purchases its vehicles primarily at auto salvage auctions. Upon receipt of vehicles, the Company inventories and then dismantles the vehicles and sells the recycled products. The Company’s customers include collision repair shops (body shops), mechanical repair shops, auto dealerships and individual retail customers. The Company also generates a portion of its revenue from the sale as scrap of the unusable parts and materials, from the sale of used cars and motorcycles, and from the sale of extended warranty contracts. Liquidity and Financial Condition Since its inception in January 2014, Fenix’s primary sources of ongoing liquidity are cash flows from operations, cash provided by bank borrowings, proceeds from private stock sales, and the $101.3 million in net proceeds from its initial public offering (“IPO”) of common stock completed in May 2015. The Company has incurred operating losses since its inception and expects to continue to report operating losses for the foreseeable future as it integrates the subsidiaries it has acquired (see Note 3 below) and amortizes asset write-ups and intangibles assets established at acquisition. Fenix may never become profitable if it cannot successfully integrate and grow the acquired operations and reduce the level of outside professional fees that have been incurred during 2015 and 2016. During the year ended December 31, 2015, the Company recorded a net loss of $26.0 million, and cash used in operating activities was $15.8 million. For the three and nine months ended September 30, 2016, the Company recorded a net loss of $1.8 million and $41.7 million, respectively. The nine month period includes an impairment of goodwill of $45.3 million (see Note 10 below), somewhat offset by the favorable impact on costs of goods sold attributable to an adjustment to the value assigned to acquired inventories (see Note 3 below) and reductions in the estimated fair value of contingent consideration liabilities (see Note 5 below). As of September 30, 2016, Fenix had an accumulated deficit of $72.5 million. Effective December 31, 2015, the Company and its subsidiaries entered into a $35 million amended and restated senior secured credit facility with BMO Harris Bank N.A. and its Canadian affiliate, Bank of Montreal (the “Amended Credit Facility” or “Credit Facility”) (see Note 4 below for further details) which replaced the original Credit Facility with them (the “Original Credit Facility”). The Amended Credit Facility contained substantially the same terms as the Original Credit Facility except for adjustments to covenants which are discussed in Note 4, below. Previous borrowings under the Original Credit Facility remained outstanding under the Amended Credit Facility, and the term remained as five years from the date of the Original Credit Facility, expiring on May 19, 2020. The Credit Facility was further amended on June 27, 2016 and August 19, 2016, with retroactive effect to March 31, 2016 and June 30, 2016, respectively, pursuant to which certain financial covenant calculations, which are described in Note 4, below, were further clarified and amended. As of September 30, 2016, after classifying the Credit Facility debt as a current liability as discussed further below, the Company had working capital of $1.5 million, including cash and cash equivalents of $0.8 million. As of September 30, 2016, the Company owed $21.8 million under the Amended Credit Facility (consisting of a term loan with a balance of $9.0 million and a revolving credit facility with a balance of $12.8 million), and had $6.4 million in outstanding standby letters of credit. The Credit Facility is secured by a first-priority perfected security interest in substantially all of the Company’s assets as well as all of the assets and the stock of its domestic subsidiaries, which also guaranty the borrowings, and 66% of the stock of its direct Canadian Subsidiary, Fenix Canada (other than its exchangeable preferred shares). The Credit Facility contains financial covenants with which the Company must comply which are described further in Note 4. Compliance with the financial covenants is measured quarterly and determines the amount of additional available credit, if any, that will be available in the future. The Credit Facility also contains other customary events of default, including the failure to pay any principal, interest or other amount when due, violation of certain of the Company’s affirmative covenants or any negative covenants or a breach of representations and warranties and, in certain circumstances, a change in control. Upon the occurrence of an event of default, payment of indebtedness may be accelerated and the lending commitments may be terminated. As of June 30, 2016, September 30, 2016 and December 31, 2016, the Company was in breach of the Credit Facility’s Total Leverage Ratio and Fixed Charge Coverage Ratio requirements and the Borrowing Base requirement for repaying over-advances (which were created by establishing lower acquired inventory values as described in Note 3 that reduced the applicable borrowing base), as well as the requirement for timely delivery of certain quarterly certificates and reports. The financial covenants are defined in Note 4. As a result, all of the Credit Facility debt is reported in the accompanying condensed consolidated balance sheet as a current liability at September 30, 2016 and there can be no further borrowings of any availability under the Credit Facility until such defaults are rectified or waived. On March 27, 2017, the Company and its subsidiaries entered into a Forbearance Agreement to the Credit Facility (the "Forbearance Agreement") with BMO Harris Bank N.A and its Canadian affiliate, Bank of Montreal. Pursuant to the Forbearance Agreement, the banks agreed to forbear from exercising their rights and remedies under the Credit Facility with respect to the above described defaults and any similar defaults during the forbearance period ending May 26, 2017, provided no other defaults occur. The Forbearance Agreement also permits the Company to add the quarterly interest payment otherwise due for the first quarter of 2017 to the principal amount of debt outstanding and defer a $250,000 principal payment due on March 31, 2017 to the end of the forbearance period. Ability to Continue as a Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. The Company is in breach of certain financial covenants contained in the Credit Facility as described above and in Note 4. The failure to operate within the requirements of these financial covenants as of September 30, 2016 was due primarily to (i) lower asset values as a result of reductions during 2016 to the aggregate estimated fair value of inventory acquired as part of the purchase of Subsidiaries, which have reduced the Company’s borrowing base, (ii) limits on certain non-cash adjustments to calculate EBITDA for covenant compliance, and (iii) EBITDA during the third quarter of 2016 that was lower than forecasted because of a decline of approximately $1.7 million in quarterly net revenues (as compared to a Company record level of net revenues for the quarter ended June 30, 2016) and higher cost of goods sold and operating expenses, including significant accounting, legal and other fees, primarily as a result of the transition to a new public accounting firm beginning in July 2016 and the SEC inquiry discussed in Note 11, which have forced the Company to incur significant accounting and legal fees during the second half of 2016. Management has been and remains highly focused on maximizing cash flows from operations and, to the extent possible under the circumstances, minimizing the cost of outsourced professional fees. Although scrap metal prices, which declined by more than 20% on average from the second to the third quarter of 2016, have increased since September 30, 2016, the Company’s expectation is that the current high level of professional fees should decline after the first half of 2017, the Company still may not be able to comply with all the financial covenants contained in its Credit Facility in future periods unless those requirements are waived or amended or unless the Company can obtain new subordinated debt or equity financing. The Board of Directors of the Company has engaged a financial advisor to advise the Board and Company management to assist in pursuing a range of potential strategic and financial transactions that will provide the Company with improved liquidity and maximize shareholder value. The financial advisor will identify and evaluate potential alternatives including debt or equity financing, a strategic investment into the Company or a business combination, and is reporting directly to a special committee of independent directors established to oversee and coordinate these activities. The Board has not set a definitive timetable for completion of this process. There can be no assurance that this process will result in a transaction or other strategic alternative of any kind. On March 27, 2017, the Company entered into the Forbearance Agreement described above. If the Company is unable to reach further agreement with its lenders to obtain waivers or amendments to the existing Credit Facility, find acceptable alternative financing, obtain equity contributions, or arrange a business combination, after the forbearance period (and during the forbearance period in the event of any new defaults other than those anticipated defaults enumerated in the Forbearance Agreement), the Company’s Credit Facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not expect to have sufficient liquidity to pay the outstanding Credit Facility debt. In addition, the Company has significant obligations under contingent consideration agreements related to certain acquired companies as described in Note 5, and it will need access to additional credit to be able to satisfy these obligations. As a result of the above, substantial doubt exists regarding the ability of the Company to continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business within one year from the date of this filing. |
Basis of Presentation and Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||
Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Fenix Parts, Inc. and the notes thereto as of and for the year ended December 31, 2015. The Company continues to follow the accounting policies set forth in those consolidated financial statements, including its inventory accounting policy, which is reiterated as follows: Inventories consist entirely of recycled OEM and aftermarket products, including car hulls and other materials that will be sold as scrap and, to a lesser extent, used cars and motorcycles for resale. Inventory costs for recycled OEM parts are established using a retail method of accounting. Parts are dismantled from purchased vehicles and a retail price is assigned to each dismantled part. The total retail price of the inventoried parts is reduced by the estimated balance of parts that will be subsequently sold for scrap or discounted to a reduced expected selling price. These scrap and discount estimates are significant and require application of complex assumptions and judgments that are subject to change from period to period. The cost assigned to the salvaged parts and scrap is determined using the average cost-to-sales percentage at each operating facility and applying that percentage to the facility’s inventory at expected selling prices. The average cost-to-sales percentage is derived from each facility’s historical sales and actual cost paid for salvage vehicles purchased at auction or procured from other sources. The Company also capitalizes direct labor and overhead costs incurred to dismantle salvaged parts and prepare the parts for sale. With respect to self-service inventories, costs are established by calculating the average sales price per vehicle, including its scrap value and part value, applied to the total vehicles on-hand. Inventory costs for aftermarket parts, used cars and motorcycles for resale are established based upon the price the Company pays for these items. All inventory is recorded at the lower of cost or market value. The market value of the Company's inventory is determined based on the nature of the inventory and anticipated demand. If actual demand differs from the Company's earlier estimates, reductions to inventory carrying value are made in the period such determination is made. Management believes that these interim consolidated financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the consolidated financial position of the Company as of September 30, 2016 and the results of its operations and cash flows for the period ended September 30, 2016. Interim results are not necessarily indicative of annual results. All significant intercompany balances and transactions have been eliminated. The consolidated Company represents a single operating segment. The unaudited condensed consolidated financial statements included herein reflect only Fenix’s operations and financial position before the IPO and concurrent acquisitions of eleven founding companies, which are referred to in these notes as the “Founding Companies,” on May 19, 2015. The operations of the Founding Companies and three subsequently acquired companies are reflected in the consolidated statements of operations from their respective dates of acquisitions. The Company sometimes refers to the Founding Companies and subsequently acquired companies in these notes as the “Subsidiaries.” Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company uses estimates in accounting for, among other items, inventory valuation using the retail method of accounting and reserves for potentially excess and unsalable inventory, contingent consideration liabilities, uncertain tax positions and certain other assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted. Reclassifications Reclassifications of prior period amounts have been made to conform to the current period presentation. These reclassifications have no impact on net loss, total assets or shareholders’ equity as previously reported. Correction of Immaterial Errors The Company previously incorrectly presented the net value of its above and below market long-term leases in its balance sheet. The Company assessed the materiality of this misstatement on prior periods’ financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 99, Materiality, codified in ASC No. 250, Presentation of Financial Statements, and concluded that the misstatement was not material to any prior annual or interim periods. In the current period, the Company has corrected this immaterial error such that below market leases are recorded in other non-current assets and above market leases are recorded in other non-current liabilities as shown in the table below.
Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2020. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250), this amendment states that registrants should consider additional qualitative disclosures if the impact of an issued but not yet adopted ASU is unknown or cannot be reasonably estimated and to include a description of the effect of the accounting policies that the registrant expects to apply, if determined. Transition guidance included in certain issued but not yet adopted ASUs was also updated to reflect this update. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which clarifies the definition of “a business” to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) (a consensus of the Emerging Issues Task Force). ASU 2016-15 addresses eight specific cash flow issues and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under ASC 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial condition and results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning the first quarter of 2020 with early adoption permitted. The Company is currently evaluating the impact of adoption of ASU 2016-13 on its consolidated financial statements and related financial statement disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU changes the accounting for certain aspects of share-based payment awards to employees and requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. The Company adopted ASU 2016-09 effective April 1, 2016 and all forfeitures have been applied when they occurred. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). The new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company is currently evaluating the effect this standard will have on its consolidated financial statements and timing of adoption, we expect that upon adoption, the Company will recognize ROU assets and lease liabilities and those amounts could be material. In September 2015, FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments, which simplifies the accounting for adjustments made to provisional amounts recognized in business combinations. The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments also require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted ASU 2015-16 effective January 1, 2016, resulting in the recognition of adjustments to goodwill as described in Note 3. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update outlines a single, comprehensive model for accounting for revenue from contracts with customers. In August 2015, the FASB deferred the effective date by one year to January 1, 2018, while providing the option to early adopt the standard on the original effective date of January 1, 2017. The Company plans to adopt this update on January 1, 2018. The guidance can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the adoption alternatives, which include utilizing a bottom-up approach to analyze the standard’s impact on our contract portfolio, comparing historical accounting policies and practices to the new standard to identify potential differences from applying the requirements of the new standard to its contracts. The Company has not yet selected a transition method and is currently evaluating the impact it may have on its consolidated financial statements and related disclosures. |
Acquisitions |
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions 2015 Acquired Companies On May 19, 2015, Fenix closed on combinations with the eleven Founding Companies and subsequently during 2015 acquired three companies, all of which are engaged in the business of automotive recycling. Of the total purchase consideration of $154.6 million, $110.9 million was paid in cash, $35.3 million represents stock consideration issued in the acquisitions and potentially issuable under contingent consideration agreements, and $8.4 million represents discounted cash payments to be made up to 15 years after the acquisitions. The total purchase consideration includes adjustments identified through May 2016, as part of working capital true-ups and other contractual adjustments to the purchase consideration, which resulted in a net increase in the goodwill previously reported of $0.1 million. The table below summarizes the approximate fair values of the aggregate assets acquired and liabilities assumed at the respective dates of acquisitions, and incorporates the provisional adjustments in measurement since they were previously reported at December 31, 2015 through September 30, 2016. These estimates and assumptions as they relate to the two companies acquired in October 2015 are subject to additional changes during the purchase price measurement period and could change materially as the Company finalizes the valuations of these assets and liabilities. The measurement period is one year from the date of the acquisition.
During the three months ended March 31, 2016, the Company reduced the aggregate estimated value of the acquired inventories by $10.7 million to reflect the most recent historical information available regarding excess and unsaleable parts acquired as well as sales discounts given to sell certain acquired parts. This inventory adjustment resulted in a $1.7 million increase in intangible assets (customer relationships), a $3.8 million reduction in deferred income taxes and a $5.3 million increase in goodwill. In accordance with ASU No. 2015-16, which is discussed in Note 2 above, the adjustment also resulted in a reduced charge to cost of goods sold during the nine months ended September 30, 2016 of approximately $4.0 million consisting of $2.2 million for the opening inventory mark up to fair value (see (i) below) and approximately $1.8 million, related to the lower value of acquired inventories sold between the respective acquisition dates and December 31, 2015. The $2.2 million adjustment to the opening inventory markup had a related $1.0 million deferred tax liability. The $2.2 million and the $1.0 million were previously recorded through the prior period operations and were adjusted through the operations for the nine months ended September 30, 2016 within the cost of goods sold and the tax benefit line items, respectively. Included in the fair value allocation reflected in the table above are the various valuations described below which are primarily based on Level 3 inputs:
Amortization expense for intangible assets was $0.9 million and $0.8 million for the three months ended September 30, 2016 and 2015, respectively, and $2.7 million and $1.2 million for the nine months ended September 30, 2016 and 2015, respectively.
Pro Forma Results The following table shows the combined pro forma net revenues and net loss of the Company as if acquisitions of all of its Subsidiaries had occurred on January 1, 2015:
Pro forma combined net revenues consisted of:
Significant adjustments to the historical revenues of the Subsidiaries include the elimination of sales between acquired companies, for which there is a corresponding decrease in pro forma cost of goods sold, and the elimination of revenue from the sale of warranties that are not recognized by Fenix in the post-acquisition periods. The cost of goods sold impact of the subsequent sale of acquired inventories written-up from historic cost basis to fair value is reflected for pro forma reporting purposes in the same manner as reported in the accompanying condensed consolidated financial statements and is not adjusted back to January 1, 2015, as it does not have a continuing impact on the Company. As a result, pro forma gross profit and net income in the periods immediately following the acquisitions are substantially lower than the pre-acquisition periods. Significant adjustments to expenses include eliminating the effects of shares transferred from founding investors to later investors, incremental amortization of acquired intangible assets, rent expense associated with leases with the former owners of the acquired companies, compensation related to certain bonuses paid to owners and employees and related income tax effects. |
Bank Credit Facility |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bank Credit Facility | Bank Credit Facility Amended and Restated Credit Facility Effective December 31, 2015, the Company and its subsidiaries entered into a $35 million amended and restated senior secured credit facility with BMO Harris Bank N.A. and its Canadian affiliate, Bank of Montreal (the “Amended Credit Facility” or “Credit Facility”) which replaced the original Credit Facility with them (the “Original Credit Facility”). The Amended Credit Facility contained substantially the same terms as the Original Credit Facility except for adjustments to covenants which are discussed below. Previous borrowings under the Original Credit Facility remained outstanding under the Amended Credit Facility. The Credit Facility was further amended on June 27, 2016 and August 19, 2016, with retroactive effect to March 31, 2016 and June 30, 2016, respectively, pursuant to which certain financial covenant calculations, which are described below, were further clarified and amended. The Credit Facility consists of $25.0 million as a revolving credit facility, allocated $20.0 million in U.S. Dollar revolving loans, with a $7.5 million sublimit for letters of credit, and $5.0 million in Canadian Dollar revolving loans, with a $2.5 million sublimit for letters of credit. The Company borrowed the remaining $10.0 million as a term loan concurrently with its IPO in May 2015. Proceeds of the credit facility can be used for capital expenditures, working capital, permitted acquisitions, and general corporate purposes. The term of the revolving credit facility and the term loan facility is 5 years from the date of the Original Credit Facility with each expiring on May 19, 2020. The Amended Credit Facility and both subsequent amendments were determined to be modifications under ASC 470-50 of the Original Credit Facility that was entered into at the time of the IPO. The Credit Facility is secured by a first-priority perfected security interest in substantially all of the Company’s assets as well as all of the assets of its U.S. subsidiaries, which also guaranty the borrowings. In addition, the Company pledged all of the stock in its U.S. Subsidiaries as security and 66% of the stock of its direct Canadian Subsidiary, Fenix Canada (other than its exchangeable preferred shares). The Company’s U.S. Dollar borrowings under the Amended Credit Facility bear interest at fluctuating rates, at the Company’s election in advance for any applicable interest period, by reference to the “base rate”, “Eurodollar rate” or “Canadian Prime Rate” plus the applicable margin within the relevant range of margins provided in the Credit Facility. The base rate is the highest of (i) the rate BMO Harris Bank N.A. announces as its “prime rate,” (ii) 0.50% above the rate on overnight federal funds transactions or (iii) the London Interbank Offered Rate (LIBOR) for an interest period of one month plus 1.00%. The applicable margin is determined quarterly based on the Company’s Total Leverage Ratio, as described below. The borrowings were subject to interest rates ranging from 3.57% - 4.98% at September 30, 2016. The Canadian Dollar borrowings under the Amended Credit Facility bear interest at fluctuating rates, at the Company’s election in advance for any applicable interest period, by reference to the “Canadian Prime Rate” plus the applicable margin within the relevant range of margins provided in the Amended Credit Facility. The Canadian Prime Rate is the higher of (i) the rate the Bank of Montreal announces as its “reference rate,” or (ii) the Canadian Dollar Offered Rate (CDOR) for an interest period equal to the term of any applicable borrowing plus 0.50%. The applicable margin is determined quarterly based on the Company’s Total Leverage Ratio, as described below. The maximum and initial margin for interest rates after March 31, 2016 on Canadian borrowings under the Credit Facility is 2.75% on base rate loans. The Credit Facility contains customary events of default, including the failure to pay any principal, interest or other amount when due, violation of certain of the Company’s affirmative covenants or any negative covenants or a breach of representations and warranties and, in certain circumstances, a change of control. Upon the occurrence of an event of default, payment of indebtedness may be accelerated and the lending commitments may be terminated. The Credit Facility also contains financial covenants with which the Company must comply on a quarterly or annual basis, which have been amended since entering into the Original Credit Facility, including a Total Funded Debt to EBITDA Ratio (or “Total Leverage Ratio”, as defined). Total Funded Debt as it relates to the Total Leverage Ratio is defined as all indebtedness (a) for borrowed money, (b) for the purchase price of goods or services, (c) secured by assets of the Company or its Subsidiaries, (d) for any capitalized leases of property, (e) for letters of credit or other extensions of credit, (f) for payments owed regarding equity interests in the Company or its Subsidiaries, (g) for interest rate, currency or commodities hedging arrangements, or (h) for any guarantees of any of the foregoing as of the end of the most recent fiscal quarter. Consistent with the Original Credit Facility, Permitted Acquisitions are subject to bank review and a maximum Total Leverage Ratio, after giving effect to such acquisition. The Company must also comply with a minimum Fixed Charge Coverage Ratio. Fixed charge coverage is defined as the ratio of (a) EBITDA less unfinanced capital expenditures for the four trailing quarterly periods to (b) fixed charges (principal and interest payments, taxes paid and other restricted payments); except that for the first three quarters of 2016, for the purposes of determining this ratio, EBITDA will be calculated based on a multiple of the then current EBITDA, instead of using the EBITDA for the prior four quarters. A similar annualization adjustment will be made for unfinanced capital expenditures for the same period. EBITDA includes after tax earnings with add backs for interest expense, income taxes, depreciation and amortization, share-based compensation expenses, and other additional items as outlined in the Credit Facility. In addition, the Credit Facility covenants include a minimum net worth covenant, which was revised effective March 31, 2016. Net worth is defined as the total shareholders’ equity, including capital stock, additional paid in capital, and retained earnings after deducting treasury stock. The Amended Credit Facility includes a mandatory prepayment clause requiring certain cash payments when EBITDA exceeds defined requirements for the most recently completed fiscal year. These prepayments will be applied first to outstanding term loans and then to the revolving credit. The Company also is subject to a limitation on its indebtedness based on quarterly calculations of a Borrowing Base. The Borrowing Base is determined based upon Eligible Receivables and Eligible Inventory and is calculated separately for the United States and Canadian borrowings. If the total amount of principal outstanding for revolving loans, term loans, letters of credit and other defined obligations is in excess of the Borrowing Base, then the Company is required to repay the difference or be in default of the Credit Facility. As of September 30, 2016, the Company owed $21.8 million under the Credit Facility as shown in the table below. The Company also had $6.4 million outstanding in standby letters of credit under the Credit Facility related to the contingent consideration agreement with the former owners of the Canadian Founding Companies and the Company’s property and casualty insurance program. As of September 30, 2016, for reasons described in Note 1, the Company was in breach of the Credit Facility’s Total Leverage Ratio and Fixed Charge Coverage Ratio requirements, as well as the requirement for repaying over-advances (which were created by establishing lower acquired inventory values as described in Note 3 that reduced the applicable borrowing base), as well as the requirement for timely delivery of certain quarterly certificates and reports. The financial covenants are defined above in this Note. Since the Company is in default as of the date that this Third Quarter report on Form 10-Q is being filed, all of the Credit Facility debt is reported in the accompanying condensed consolidated balance sheet as a current liability and there can be no further borrowings of any availability under the Credit Facility until such defaults are rectified or waived. On March 27, 2017, the Company and its subsidiaries entered into a Forbearance Agreement to the Credit Facility (the "Forbearance Agreement") with BMO Harris Bank N.A. and its Canadian affiliate, Bank of Montreal. Pursuant to the Forbearance Agreement, the banks agreed to forbear from exercising their rights and remedies under the Credit Facility with respect to the above-described defaults and any similar defaults during the forbearance period ending May 26, 2017, provided no other defaults occur. The Forbearance Agreement also permits the Company to add the quarterly interest payment otherwise due for the first quarter of 2017 to the principal amount of debt outstanding and defer a $250,000 principal payment due on March 31, 2017 to the end of the forbearance period. The Board of Directors of the Company has engaged a financial advisor to advise the Board and Company management and to assist in pursuing a range of potential strategic and financial transactions that will provide the Company with improved liquidity and maximize shareholder value. The financial advisor will identify and evaluate potential alternatives including debt or equity financing, a strategic investment into the Company or a business combination, and is reporting directly to a special committee of independent directors established to oversee and coordinate these activities. The Board has not set a definitive timetable for completion of this process. There can be no assurance that this process will result in a transaction or other strategic alternative of any kind. If the Company is unable to reach further agreement with its lenders to obtain waivers or amendments to the existing Credit Facility, find acceptable alternative financing, obtain equity contributions, or arrange a business combination, after the forbearance period (and during the forbearance period in the event of any new defaults other than those anticipated defaults enumerated in the Forbearance Agreement), the Company’s Credit Facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not expect to have sufficient liquidity to pay the outstanding Credit Facility debt. Maturities of Credit Facility The following is a summary of the components of the Company’s Credit Facility debt and amounts outstanding at September 30, 2016 and December 31, 2015:
There have been no additional borrowings under the Credit Facility since September 30, 2016. Scheduled maturities, which the Company continues to follow, are as follows for the periods ending September 30; however, as described above, the Company is in default under the Credit Facility and the lenders could elect to declare some or all of the amounts shown below as immediately due and payable and therefore all the debt is classified as a current liability in the accompanying condensed consolidated balance sheet.
Debt Issuance Costs As noted above, the Company entered into the Amended Credit Facility effective December 31, 2015 and a first amendment effective as of March 31, 2016, that was deemed under ASC 470 to be a modification of the Original Credit Facility. As such, debt issuance costs will continue to be amortized over the remaining term of the Amended Credit Facility. As the termination date of the Amended Credit Facility is the same as the Original Credit Facility, this did not change the continuing impact of previous debt issuance costs. In connection with the original agreement, the Company incurred $438,000 in original debt issuance costs during 2015 and an additional $50,000 and $102,000 in amendment charges during the three and nine months ended September 30, 2016, which are netted against the term loan balance and are being amortized over the term of the Original Credit Facility. The amortized debt issuance costs are recognized as interest expense in the condensed consolidated statement of operations and amounted to $28,000 and $75,000 for the three and nine months ended September 30, 2016, respectively. |
Contingent Consideration Liabilities |
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Commitments and Contingencies Disclosure [Abstract] | |
Contingent Consideration Liabilities | Contingent Consideration Liabilities As part of the consideration for three of the Founding Companies, the Company entered into contingent consideration agreements with certain of the selling shareholders, as described in the paragraphs below. Under the terms of the contingent consideration agreements, additional consideration will be payable to the former owners if specified future events occur or conditions are met, such as meeting profitability or earnings targets. The fair value of the aggregate contingent consideration was initially estimated as $10.2 million and recorded in the consolidated financial statements at the acquisition date based on independent valuations considering the Company’s initial projections for the relevant Founding Companies, the respective target levels, the relative weighting of various future scenarios and a discount rate of approximately 5.0%. Management periodically reviews the amount of contingent consideration that is likely to be payable under current operating conditions and has since adjusted the initial liability as deemed necessary, with such subsequent adjustments being recorded through the consolidated statement of operations as an operating charge or credit. In the event that there is a range of possible outcomes, the Company applies a probability approach to determine the estimated obligation to be recorded at the end of an accounting period. For the combination with Jerry Brown, Ltd. (“Jerry Brown”), the Company is required to pay (a) up to an additional $1.8 million if the business achieved certain revenue targets during the twelve-month period beginning June 2015, and (b) an additional uncapped amount if the business exceeds certain EBITDA levels during 2016. Based on an evaluation of the likelihood of meeting these performance targets, the Company recorded a liability for the acquisition date fair value of the contingent consideration of $2.5 million and increased this liability by $5.1 million during 2015 based on substantial operating improvements and management’s budget for Jerry Brown for 2016. Based on results actually achieved during 2016, EBITDA is now estimated to be less than the previously developed budget and, accordingly, the estimated fair value of the contingent liability was reduced by $3.8 million, resulting in a credit to income which is reflected in the condensed consolidated statement of operations for the nine months ended September 30, 2016, of which $1.4 million was recorded during the three months ended September 30, 2016. As of September 30, 2016, the total contingent consideration liability attributable to the Jerry Brown acquisitions was (a) $1.8 million for achieving the revenue target, which management and the former owners of Jerry Brown agree was fully earned and is currently due and payable, and (b) $2.0 million estimated for the EBITDA target which will be determined in 2017. The Company is in negotiations with the former owners of Jerry Brown to schedule payment of currently due amounts and expects to fund these and future determined payments to the former owners of Jerry Brown, to the extent they are ultimately deemed earned, through cash generated from operations or, if necessary and available, through draws on the revolving Credit Facility or through other sources of capital that may be available. The combination agreements for Eiss Brothers, Inc. (“Eiss Brothers”) and End of Life Vehicles Inc., Goldy Metals Incorporated, and Goldy Metals (Ottawa) Incorporated (collectively, “the Canadian Founding Companies”) provide for a holdback of additional consideration which will be payable, in part or in whole, only if certain performance targets are achieved. The maximum amount of additional consideration that can be earned by the former owners of Eiss Brothers is $0.2 million in cash plus 11,667 shares of Fenix common stock, of which none, some or all will be released from escrow depending upon the EBITDA of Eiss Brothers during the twelve-month period beginning June 2015. The maximum amount of additional consideration that can be earned and is subject to holdback for the Canadian Founding Companies is $5.9 million in cash, secured by a letter of credit under our Credit Facility, plus 280,000 Exchangeable Preferred Shares currently held in escrow, of which, none, some or all will be released to the Canadian Founding Companies depending on their combined revenues from specific types of sales for the twelve-month period beginning June 2015. Based on management’s evaluation of the likelihood of meeting these performance targets for these two acquisitions, a liability of $7.8 million was recorded at the acquisition date for the fair value of the aggregate contingent consideration, which included the present value of the estimated cash portion and the then-current value of the Fenix common stock and the Exchangeable Preferred Shares held in escrow. While management’s estimate of the operating results for Eiss Brothers has not changed since its acquisition, the contingent consideration liability for the Canadian Founding Companies was reduced during the nine months ended September 30, 2016 in accordance with FASB ASC No. 805 “Business Combinations,” which requires the Company to estimate contingent consideration at fair value using possible outcomes. As the amount of the contingent consideration is currently in dispute, the Company has recorded the estimated contingent consideration liability for the Canadian Founding Companies as of September 30, 2016 based on the result of its assessment of the possible outcomes. These contingent consideration liabilities are also subject to mark-to-market fluctuations based on changes in the trading price of Fenix common stock and, with respect to the Canadian Founding Companies, currency remeasurement. As a result of all these factors, the estimated fair value of the aggregate contingent liability due to the former owners of Eiss Brothers and the Canadian Founding Companies was reduced by $0.0 million and $4.2 million, and an exchange rate gain of $0.0 million and $0.5 million was recognized in the condensed consolidated statement of operations for the three and nine months ended September 30, 2016, respectively. The Company expects to fund any cash payments to the former owners of the Canadian Founding Companies, to the extent they are ultimately deemed earned, through draws on the bank letter of credit, which is considered Funded Debt under the Total Leverage Ratio required under the Credit Facility. The period for calculating all contingent consideration liabilities was complete as of September 30, 2016, except for Jerry Brown’s uncapped EBITDA contingency. The Company is currently in negotiations with the former owners of the Canadian Founding Companies regarding the calculation of contingent consideration earned, if any, and the parties have begun the process of submitting this calculation to binding arbitration. |
Common Stock and Preferred Shares |
9 Months Ended |
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Sep. 30, 2016 | |
Equity [Abstract] | |
Common Stock and Preferred Shares | Common Stock and Preferred Shares Fenix was formed and initially capitalized in January 2014 by a group of investors, including the Chief Executive and the Chief Financial Officers, who paid nominal cash consideration for an aggregate of 1.8 million shares of Fenix common stock. In March and April 2014, Fenix issued and sold an aggregate of 402,000 shares of common stock for a purchase price of $5.00 per share. During the period of September 2014 through May 2015, Fenix issued and sold an aggregate of 546,927 shares of common stock for an ultimate purchase price of $6.50 per share. Of these shares, 20,000 were issued to certain investors for no cash consideration in order to effectively convert their $7.50 per share investments to $6.50 per share investments. Such issuances resulted in a charge to other income (expense), net in January 2015 of $131,000. The Company completed its IPO on May 19, 2015. The Company raised approximately $110.4 million in gross proceeds from the IPO by selling 13.8 million shares at $8.00 per share and netted $101.3 million in the IPO after paying the underwriter’s discount and other offering costs. The agreements that relate to the common stock sales in March, April and September 2014 included provisions that obligated the holders of the common stock issued in January 2014 to compensate the investors in the later sales if the IPO price of Fenix common stock was less than $10.00 per share. As the IPO price was $8.00 per share, the initial investors transferred 237,231 of their shares to the later investors equal in value to the aggregate difference in value between the IPO price of $8.00 per share and $10.00 per share, resulting in a charge of $1.7 million to other expense as of the IPO date. The later investors were also granted registration rights. Effective May 19, 2015, the Company issued 1,050,000 exchangeable preferred shares of Fenix’s subsidiary, Fenix Parts Canada, Inc. (“Exchangeable Preferred Shares”) as acquisition consideration valued at the public offering price of common stock of $8.00 per share. Because these shares do not entitle the holders to any Fenix Canada dividends or distributions, no earnings or losses of Fenix Canada are attributable to those holders. These shares are exchangeable on a 1-for-1 basis for shares of the Company’s common stock. The single share of special voting stock is entitled to vote on any matter submitted to a vote of holders of the Company’s common stock a number of votes equal to the number of Exchangeable Preferred Shares of Fenix Parts Canada, Inc. issued to the former shareholders of the Canadian Founding Companies. The share of special voting stock is intended to provide the former shareholders of the Canadian Founding Companies the equivalent voting rights in Fenix common stock they would have received if the combination agreement for the Canadian Founding Companies had required Fenix to issue shares of Fenix common stock instead of Exchangeable Preferred Shares. The share of special voting stock is held in a voting trust for the benefit of the former shareholders of the Canadian Founding Companies, and the trustee of the voting trust will vote the share of special voting stock in accordance with the beneficiaries’ directions. Neither the holder of the share of special voting stock nor the beneficiaries of the share of special voting stock is entitled to receive any dividends or other distributions that Fenix may make in respect of shares of the Company’s common stock. |
Share-Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | Share-Based Compensation Fenix’s 2014 Incentive Stock Plan (the “Plan”) was adopted by the Board of Directors in November 2014 and went into effect January 6, 2015 after it was approved by the Company’s shareholders. The Plan was amended by the Board of Directors and restated effective July 8, 2015 and again in November 2015, effective December 1, 2015. The Plan permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards (in the form of equity bonuses), and other awards (which may be based in whole or in part on the value of the Company’s common stock). Directors, salaried employees, and consultants of the Company and its commonly-controlled affiliates are eligible to participate in the Plan, which is administered by the Compensation Committee of the Company’s Board of Directors. The number of shares originally reserved for share-based awards under the Plan equaled 2,750,000 shares. No awards were granted prior to the IPO. As of September 30, 2016, the Company had 312,250 shares available for share-based awards under the Plan. The Plan requires that each restricted stock unit and each share of restricted stock awarded reduce shares available by two shares. Share-based compensation is included in selling, general and administrative expenses in the consolidated statements of operations. The components of share-based compensation were as follows:
Stock Options Stock options granted to employees under the Plan typically have a 10-year life and vest in equal installments on each of the first four anniversary dates of the grant, although certain awards have been made with a shorter vesting period. The Company calculates stock compensation expense for employee option awards based on the grant date fair value of the award, less actual annual forfeitures, and recognizes expense on a straight-line basis over the service period of the award. Stock options granted to non-executive directors vest on the first anniversary of the award date. Stock compensation expense for these awards to non-executive directors is based on the grant date fair value of the award and is recognized on a straight-line basis over the one-year service period of the award. The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of employee and director stock options. The principal variable assumptions utilized in valuing options and the methodology for estimating such model inputs include: (1) risk-free interest rate – an estimate based on the yield of zero–coupon treasury securities with a maturity equal to the expected life of the option; (2) expected volatility – an estimate based on the historical volatility of similar companies’ common stock for a period equal to the expected life of the option; (3) expected life of the option – an estimate based on industry historical experience including the effect of employee terminations; and (4) expected dividend yield - an estimate of cash dividends. The Company does not currently intend to pay cash dividends and thus has assumed a 0% dividend yield. In accordance with ASU No. 2016-09, all forfeitures were applied when they occurred. The forfeitures as noted below first occurred in the three months ended September 30, 2016. Based on the results of the model, the fair value of the stock options granted during the first nine months of 2016 ranged from $1.20 to $1.54 per share using the following assumptions:
Stock option activity for the nine months ended September 30, 2016 was as follows:
At September 30, 2016, there was $2.9 million of unrecognized compensation costs related to stock option awards to be recognized over a weighted average period of 3.2 years. Restricted Stock Units Restricted stock units (RSUs) granted to employees and directors vest over time based on continued service (typically, for employees, vesting over a four or five year period in equal annual installments). Such time-vested RSUs are valued at fair value based on the closing price of Fenix common stock on the date of grant. Compensation cost is amortized on a straight-line basis over the requisite service period. A summary of restricted stock unit activity for the nine months ended September 30, 2016 is as follows:
At September 30, 2016, there was $1.1 million of unrecognized compensation costs related to restricted stock units to be recognized over a weighted average period of 3.0 years. The Company’s Director Compensation Policy provides that non-employee directors may elect to receive shares of fully-vested restricted stock in lieu of cash compensation based on the average closing price of the Company’s common stock during the period of service. During the nine months ended September 30, 2016, the Company issued 19,332 fully-vested restricted shares to the directors making such election for the period of service from January 1, 2016 to May 24, 2016 (date of the Annual Meeting) and recorded compensation expense of approximately $0.1 million. During the three months ended September 30, 2016, the Company issued no restricted shares to the directors. Leesville Bonus Shares The Company issued 271,112 restricted shares of common stock as part of the closing of the Leesville acquisition for post-combination services of certain Leesville employees. The shares fully vested on May 13, 2016, twelve months after the grant date. Employee Stock Purchase Plan At the Company’s Annual Meeting on May 24, 2016, the Company’s shareholders approved the Employee Stock Purchase Plan (“ESP Plan”) effective June 1, 2016. The number of shares authorized for purchase under the ESP Plan is 750,000. The first offering period commenced on July 1, 2016. |
Income/(Loss) per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income/(Loss) Per Share | Loss Per Share Basic loss per common share is computed by dividing net loss available to common shares by the weighted average common shares outstanding during the period using the two-class method. The Fenix Canada preferred shares do not entitle the holders to any dividends or distributions and therefore, no earnings or losses of Fenix Canada are attributable to those holders. However, these shares are considered participating securities and therefore share in the Company’s net income (loss) of the period since being issued on May 19, 2015. Diluted income (loss) per share includes the impact of outstanding common share equivalents as if those equivalents were exercised or converted into common shares if such assumed exercise or conversion is dilutive. The calculations of loss per share are as follows:
The Company has 11,667 common shares and 280,000 shares of Fenix Canada exchangeable preferred stock held in escrow relating to contingent consideration agreements relating to certain acquired companies. These shares are not included in basic loss per share or in the shares used to calculate the net loss attributable to Fenix Canada preferred shares and will not be included until the contingencies relating to their issuance have been determined, and some, all or none of these shares have been issued. Outstanding stock options and unvested restricted stock units described in Note 7 above are not included in the computation of diluted loss per share for any periods during which the inclusion of such equity equivalents would be anti-dilutive. The Leesville bonus shares described in Note 7 above are included in the weighted-average common shares outstanding for the 2016 periods. |
Income Taxes |
9 Months Ended |
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Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim periods, the Company estimates its effective tax rate for the full year and records an interim provision or benefit, as applicable, at such rate. The Company’s effective tax rate (benefit) of 11.0% for the nine months ended September 30, 2016, differs from the U.S. federal statutory rate of 34% due primarily to the goodwill impairment, for which no tax benefit was recorded as described further in Note 10. Other items impacting the effective tax rate include the reversal of $2.9 million in reserves for uncertain tax positions as described below, state income taxes, differences between U.S. and Canadian income tax rates, changes in the indemnification receivable and the contingent consideration liability which are not tax deductible, and the effect of a valuation allowance recorded for Canadian deferred tax assets. The effective tax rate (benefit) for the nine months ended September 30, 2015 was 44.0%. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company’s uncertain tax position reserves at September 30, 2016, including related accrued interest and penalties of approximately $1.0 million, all relate to tax positions assumed as part of the acquisitions in 2015. These tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations, and changes in tax law. Under certain conditions, payments made by the Company, including interest and penalties, for assumed uncertain tax positions are indemnified by the former owners of the Subsidiaries for a period of three years from the acquisition in the case of the Founding Companies and for the period of the applicable statute of limitations in the case of the later-acquired companies. As of December 31, 2015, the Company had approximately $5.7 million of uncertain tax position reserves. During the nine months ended September 30, 2016, the statute of limitations lapsed without audit for certain tax returns filed by acquired companies for which reserves for uncertain tax positions and indemnification receivables had been established. As a result, the Company reversed $2.9 million of uncertain tax position reserves, which included $1.4 million of accrued interest and penalties, as a credit to the income tax benefit in the condensed consolidated statement of operations. As of September 30, 2016, the remaining uncertain tax position reserves amounted to $2.8 million. Correspondingly, the indemnification receivables were reduced by $2.8 million through a charge to operating expenses, and there is a remaining indemnification receivable of $2.3 million recorded in the condensed consolidated balance sheet as of September 30, 2016. If a reserved uncertain tax position results in an actual liability and the Company is unable to collect on or enforce the related indemnification provision or if the actual liability occurs after the applicable indemnity period has expired, there could be a material charge to the Company’s consolidated financial results and reduction of cash resources. |
Goodwill and Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the cost of an acquired business over the net of the amounts assigned to assets acquired and liabilities assumed. Changes in the carrying amount of goodwill were as follows:
Pursuant to the provisions of FASB ASC Topic 350, “Intangibles - Goodwill and Other,” goodwill is required to be tested at the reporting unit level for impairment annually or whenever indications of impairment arise. Management has determined the Company operates as one operating segment and one reporting unit, Automotive Recycling, and all the goodwill is considered attributable to that reporting unit for impairment testing. The Company performed its annual goodwill impairment test for 2015 as of October 1, 2015, also updated as of December 31, 2015, and management determined that no impairment of goodwill existed at either date. During the first quarter of 2016, the Company’s stock price declined 32% from $6.79/share at December 31, 2015 to $4.60/share at March 31, 2016, and management performed step 1 of the two-step impairment test and determined that potential impairment of the reporting unit existed at March 31, 2016, since book value at such date no longer exceeded the carrying amount. As such, management applied the second step of the goodwill impairment test and, with consideration of a third party valuation report, calculated an estimated fair value as a hypothetical purchase price for the reporting unit to determine the resulting “implied” goodwill (computed by estimating the fair value of the reporting unit and comparing that estimated fair value to the reporting unit’s carrying value). An excess of a reporting unit’s recorded goodwill over its “implied” goodwill is reported as an impairment charge. The Company’s reporting unit fair value estimates are established using weightings of the Company’s market capitalization and a discounted future cash flow methodology. Management believes that using the two methods to estimate fair value limits the chances of an unrepresentative valuation. Nonetheless, these valuations are subject to significant subjectivity and assumptions as discussed further below. The Company considers its current market capitalization compared to the sum of the estimated fair values of its business in conjunction with each impairment assessment. As part of this consideration, management recognizes that the Company’s market capitalization at March 31, 2016, or at any specific date, may not be an accurate representation of fair value for the following reasons:
In addition to market capitalization analysis the Company re-performed a discounted future cash flow analysis for the purpose of determining the amount of goodwill impairment. Such analysis relies on key assumptions, including, but not limited to, the estimated future cash flows of the reporting unit, weighted average cost of capital (“WACC”), and terminal growth rates of the Company. The determination of fair value is highly sensitive to differences between estimated and actual cash flows and changes in the WACC and related discount rate used to evaluate the fair value of the reporting unit. In evaluating the key variables this time, management (i) reduced the estimated future cash flows based upon actual results achieved during the three months ended March 31, 2016 and revised projections, and (ii) concluded that the Company’s WACC and terminal growth rates were 13% and 3%, respectively, as compared to 10% and 3% used in the test at October 1, 2015. Based on the result of this second step of the goodwill impairment analysis as of March 31, 2016, combining the market capitalization and discounted cash flow methodologies, the Company recorded a $45.3 million non-cash charge to reduce the carrying value of goodwill. The Canadian Founding Companies were acquired in 2015 in an asset purchase, and the tax benefit associated with the portion of this charge related to the Canadian Founding Companies was offset by a valuation allowance because of the uncertainties associated with generating future taxable income in Canada. While management believes that the estimates and assumptions underlying the valuation methodology are reasonable, different estimates and assumptions could result in substantially different outcomes. The table below presents the decrease in the fair value of the reporting unit given a one percent increase in the discount rate or a one percent decrease in the long-term assumed annual revenue growth rate. A 10% change in the weighting of the discounted cash flow approach and the market approach would not have had a significant effect on the fair value of the reporting unit.
A goodwill impairment analysis requires significant judgments, estimates and assumptions, and the results of the impairment analysis described above are as of a point in time - March 31, 2016. Future events that could result in further interim assessments of goodwill and a potential further impairment include, but are not limited to, (i) a further decline in the Company’s stock price below the valuation used to compute the impairment at March 31, 2016, (ii) significant underperformance relative to historical or projected future operating results and/or reductions in estimated future sales growth rates, (iii) further reduction in scrap prices, (iv) further reduction in the Canadian exchange rate, (v) an increase in the Company’s weighted average cost of capital, (vi) significant increases in vehicle procurement costs, (vii) significant changes in the manner of or use of the assets or the strategy for the Company’s overall business, (viii) variation in vehicle accident rates or other significant negative industry trends, (ix) changes in state or federal laws, (x) a significant economic downturn, or (xi) changes in other variables that can materially impact the Company’s business. Intangible assets represent purchased assets that lack physical substance but can be distinguished from goodwill. The Company’s intangible assets, net of accumulated amortization, totaled $35.1 million at March 31, 2016 and $33.3 million at September 30, 2016, and consist of trade names, non-competition agreements and customer relationships. The Company, in conjunction with its third party valuation expert, used various techniques in estimating the initial fair value of acquired intangible assets. These valuations are primarily based on the present value of the estimated net cash flows expected to be derived from the intangible assets, discounted for assumptions such as future customer attrition. Management evaluates the intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Therefore, changes such as higher or earlier-than-expected customer attrition may result in higher future amortization charges or an impairment charge for intangible assets. As part of the goodwill impairment analysis discussed above, the Company also reviewed intangible assets and did not identify any impairment as of March 31, 2016. After considering qualitative indicators at September 30, 2016 that caused the Company to revisit the possibility of further impairment for goodwill and for intangible assets, the Company performed step 1 of the two-step impairment test and concluded that no further impairment for goodwill and intangible assets was appropriate at September 30, 2016. Expected second and third quarter results and market capitalization were considered as part of the March 31, 2016 analysis, and actual results and other key factors did not deviate from management’s expectations in such a way that would call into question the realizability of goodwill and other long lived assets as of September 30, 2016. |
Commitments and Contingencies |
9 Months Ended |
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Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases Rental expense for operating leases was approximately $1.0 million and $2.6 million during the three and nine months ended September 30, 2016, respectively. The Company incurred rent expense of $1.0 million and $1.2 million for the three and nine months ended September 30, 2015, respectively. The Company leases properties from the former owners of the Subsidiaries and other related parties. The Company did not enter into any new leases during the nine months ended September 30, 2016. Legal, Environmental and Related Contingencies From time to time, the Company is subject to litigation related to normal business operations. The Company maintains insurance for normal business risks and seeks to vigorously defend itself in litigation. The Company also is subject to a variety of environmental and pollution control laws and regulations incident to the ordinary course of business. Management currently expects that the resolution of any potential contingencies arising from compliance with these laws and regulations will not materially affect the Company’s financial position, results of operations or cash flows. SEC Inquiry In September 2016, the Company received a subpoena from the Chicago Regional Office of the SEC requiring the production of various documents, which were all provided during December 2016 and January 2017. The SEC inquiry appears to be focused on the Company’s change during 2016 in its independent registered public accounting firm, its previously announced business combinations and related goodwill impairment charge, the effectiveness of its internal controls over financial reporting and its inventory valuation methodology. The Company’s receipt of a subpoena from the SEC does not mean that it has violated securities laws. Although the Company has incurred substantial legal fees and other costs associated with production of the documents required by the SEC and may incur further costs before this inquiry is concluded, management does not believe that the inquiry will ultimately have a material impact on the Company’s financial condition, results of operations or cash flow, but cannot predict the duration or outcome of the inquiry. Class Action Lawsuit In January 2017, a class action lawsuit entitled Beezley v. Fenix Parts, Inc. et al, was filed in the United States District Court for the District of New Jersey against the Company, Kent Robertson, its President and Chief Executive Officer, and Scott Pettit, its Chief Financial Officer (the “Defendants”). The lawsuit was filed on behalf of purchasers of the Company’s shares from May 14, 2015 through October 12, 2016. The complaint asserts that all defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and SEC Rule 10b-5 and that Messrs. Robertson and Pettit violated Section 20(a) of the Exchange Act. The complaint asserts that the defendants made false and/or misleading statements and/or failed to disclose that: (1) the Company had an inadequate inventory valuation methodology; (2) the Company had an inadequate methodology to calculate goodwill impairment; (3) the Company was engaging and/or had engaged in conduct that would result in an SEC investigation; and (4) as a result, the defendants’ statements about the Company’s business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. The plaintiffs seek class certification, an award of unspecified damages, an award of reasonable costs and expenses, including attorneys' fees and expert fees, and other further relief as the Court may deem just and proper. The Company believes that the allegations contained in the complaint are without merit and, in conjunction with its insurance carrier, intends to vigorously defend itself against all claims asserted therein. A reasonable estimate of the amount of any possible loss or range of loss, after applicable insurance coverage, cannot be made at this time and, as such, the Company has not recorded an accrual for any possible loss. |
Fair Value Measurements |
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Sep. 30, 2016 | |||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||
Fair Value Measurements | Fair Value Measurements Fair Value Measurements of financial assets and liabilities are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories:
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Certain assets and liabilities are required to be recorded at fair value on either a recurring or non-recurring basis. At September 30, 2016, the fair value of contingent consideration, which is a recurring fair value measurement, was valued in the consolidated financial statements using Level 3 inputs. The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses are carried at cost, which are Level 1 as they approximate fair value due to the short-term maturity of these instruments. The Company’s debt, classified as Level 2, is carried at cost and approximates fair value due to its variable interest rates, which are consistent with the interest rates in the market. The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist (see Note 5 above for further details related to contingent consideration fair value estimates and related adjustments recorded in the consolidated financial statements). |
Basis of Presentation and Significant Accounting Policies (Policies) |
9 Months Ended |
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Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Fenix Parts, Inc. and the notes thereto as of and for the year ended December 31, 2015. The Company continues to follow the accounting policies set forth in those consolidated financial statements, including its inventory accounting policy, which is reiterated as follows: Inventories consist entirely of recycled OEM and aftermarket products, including car hulls and other materials that will be sold as scrap and, to a lesser extent, used cars and motorcycles for resale. Inventory costs for recycled OEM parts are established using a retail method of accounting. Parts are dismantled from purchased vehicles and a retail price is assigned to each dismantled part. The total retail price of the inventoried parts is reduced by the estimated balance of parts that will be subsequently sold for scrap or discounted to a reduced expected selling price. These scrap and discount estimates are significant and require application of complex assumptions and judgments that are subject to change from period to period. The cost assigned to the salvaged parts and scrap is determined using the average cost-to-sales percentage at each operating facility and applying that percentage to the facility’s inventory at expected selling prices. The average cost-to-sales percentage is derived from each facility’s historical sales and actual cost paid for salvage vehicles purchased at auction or procured from other sources. The Company also capitalizes direct labor and overhead costs incurred to dismantle salvaged parts and prepare the parts for sale. With respect to self-service inventories, costs are established by calculating the average sales price per vehicle, including its scrap value and part value, applied to the total vehicles on-hand. Inventory costs for aftermarket parts, used cars and motorcycles for resale are established based upon the price the Company pays for these items. All inventory is recorded at the lower of cost or market value. The market value of the Company's inventory is determined based on the nature of the inventory and anticipated demand. If actual demand differs from the Company's earlier estimates, reductions to inventory carrying value are made in the period such determination is made. Management believes that these interim consolidated financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the consolidated financial position of the Company as of September 30, 2016 and the results of its operations and cash flows for the period ended September 30, 2016. Interim results are not necessarily indicative of annual results. All significant intercompany balances and transactions have been eliminated. The consolidated Company represents a single operating segment. The unaudited condensed consolidated financial statements included herein reflect only Fenix’s operations and financial position before the IPO and concurrent acquisitions of eleven founding companies, which are referred to in these notes as the “Founding Companies,” on May 19, 2015. The operations of the Founding Companies and three subsequently acquired companies are reflected in the consolidated statements of operations from their respective dates of acquisitions. The Company sometimes refers to the Founding Companies and subsequently acquired companies in these notes as |
Reclassifications | Reclassifications Reclassifications of prior period amounts have been made to conform to the current period presentation. These reclassifications have no impact on net loss, total assets or shareholders’ equity as previously reported. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. The new rules will be effective for the Company in the first quarter of 2020. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250), this amendment states that registrants should consider additional qualitative disclosures if the impact of an issued but not yet adopted ASU is unknown or cannot be reasonably estimated and to include a description of the effect of the accounting policies that the registrant expects to apply, if determined. Transition guidance included in certain issued but not yet adopted ASUs was also updated to reflect this update. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial condition, results of operations and cash flows. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which clarifies the definition of “a business” to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) (a consensus of the Emerging Issues Task Force). ASU 2016-15 addresses eight specific cash flow issues and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under ASC 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company has not yet adopted this update and is currently evaluating the impact it may have on its financial condition and results of operations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning the first quarter of 2020 with early adoption permitted. The Company is currently evaluating the impact of adoption of ASU 2016-13 on its consolidated financial statements and related financial statement disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU changes the accounting for certain aspects of share-based payment awards to employees and requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2016, with early adoption permitted. The Company adopted ASU 2016-09 effective April 1, 2016 and all forfeitures have been applied when they occurred. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). The new standard establishes a right-of-use (ROU) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. While the Company is currently evaluating the effect this standard will have on its consolidated financial statements and timing of adoption, we expect that upon adoption, the Company will recognize ROU assets and lease liabilities and those amounts could be material. In September 2015, FASB issued ASU No. 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments, which simplifies the accounting for adjustments made to provisional amounts recognized in business combinations. The amendments require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments also require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to provisional amounts, calculated as if the accounting had been completed at the acquisition date. The ASU also requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The Company adopted ASU 2015-16 effective January 1, 2016, resulting in the recognition of adjustments to goodwill as described in Note 3. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update outlines a single, comprehensive model for accounting for revenue from contracts with customers. In August 2015, the FASB deferred the effective date by one year to January 1, 2018, while providing the option to early adopt the standard on the original effective date of January 1, 2017. The Company plans to adopt this update on January 1, 2018. The guidance can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the adoption alternatives, which include utilizing a bottom-up approach to analyze the standard’s impact on our contract portfolio, comparing historical accounting policies and practices to the new standard to identify potential differences from applying the requirements of the new standard to its contracts. The Company has not yet selected a transition method and is currently evaluating the impact it may have on its consolidated financial statements and related disclosures. |
Basis of Presentation and Significant Accounting Policies (Tables) |
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Error Corrections and Prior Period Adjustments |
In the current period, the Company has corrected this immaterial error such that below market leases are recorded in other non-current assets and above market leases are recorded in other non-current liabilities as shown in the table below.
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Acquisitions (Tables) |
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Preliminary Amounts Recognized as of Acquisition Date for Each Major Class of Assets Acquired and Liabilities Assumed | These estimates and assumptions as they relate to the two companies acquired in October 2015 are subject to additional changes during the purchase price measurement period and could change materially as the Company finalizes the valuations of these assets and liabilities. The measurement period is one year from the date of the acquisition.
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Schedule of Aggregate Gross Intangible Assets Acquired | The table below summarizes the aggregate gross intangible assets recorded:
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Schedule of Pro Forma Results of Operations | The following table shows the combined pro forma net revenues and net loss of the Company as if acquisitions of all of its Subsidiaries had occurred on January 1, 2015:
Pro forma combined net revenues consisted of:
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Bank Credit Facility (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments | The following is a summary of the components of the Company’s Credit Facility debt and amounts outstanding at September 30, 2016 and December 31, 2015:
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Schedule of Maturities of Long-term Debt |
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Share-Based Compensation (Tables) |
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Jun. 30, 2015 |
Sep. 30, 2016 |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Costs Recognized During Period | The components of share-based compensation were as follows:
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Assumptions of Weighted Average Fair Value of Stock Options Granted | Based on the results of the model, the fair value of the stock options granted during the first nine months of 2016 ranged from $1.20 to $1.54 per share using the following assumptions:
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Summary of Stock Option Activity | Stock option activity for the nine months ended September 30, 2016 was as follows:
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Restricted Stock Unit Activity | A summary of restricted stock unit activity for the nine months ended September 30, 2016 is as follows:
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Income/(Loss) per Share (Tables) |
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Schedule of Earnings Per Share, Basic and Diluted | The calculations of loss per share are as follows:
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Goodwill and Intangible Assets (Tables) |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill | Changes in the carrying amount of goodwill were as follows:
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Schedule of Effect on One-Percentage Change in Fair Value Input | The table below presents the decrease in the fair value of the reporting unit given a one percent increase in the discount rate or a one percent decrease in the long-term assumed annual revenue growth rate. A 10% change in the weighting of the discounted cash flow approach and the market approach would not have had a significant effect on the fair value of the reporting unit.
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Basis of Presentation and Significant Accounting Policies (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | ||
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Sep. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Net revenues | $ 32,515 | $ 27,275 | $ 38,745 | $ 98,931 | |
Cost of goods sold | $ 21,348 | $ 20,584 | $ 30,592 | $ 59,190 | |
Other non-current assets | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Above market long-term leases | $ 3,388 | ||||
Other non-current assets | Previous presentation | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Above market long-term leases, net | 1,218 | ||||
Other non-current liabilities | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Below market long-term leases | $ 2,170 |
Acquisitions - Gross Intangible Assets Acquired (Details) $ in Thousands |
May 19, 2015
USD ($)
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Acquired Finite-Lived Intangible Assets [Line Items] | |
Aggregate gross intangible assets | $ 39,106 |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Aggregate gross intangible assets | 6,122 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Aggregate gross intangible assets | 31,308 |
Covenants Not To Compete [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Aggregate gross intangible assets | $ 1,676 |
- Schedule of Pro Forma Results of Operations (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
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Sep. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Business Acquisition, Pro Forma Information [Abstract] | |||||
Net revenues | $ 32,515 | $ 27,275 | $ 38,745 | $ 98,931 | |
Net loss | $ (1,771) | (6,548) | (13,152) | $ (41,740) | $ (26,000) |
Product Information [Line Items] | |||||
Revenue | 32,211 | 95,598 | |||
Net loss | (7,461) | (10,500) | |||
Recycled OEM Parts [Member] | |||||
Product Information [Line Items] | |||||
Revenue | 27,762 | 82,430 | |||
Scrap, Warranty And Other [Member] | |||||
Product Information [Line Items] | |||||
Revenue | $ 4,449 | $ 13,168 |
Bank Credit Facility - Schedule of Long-Term Obligations (Detail) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
May 06, 2015 |
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Line of Credit Facility [Line Items] | |||
Long-term debt | $ 21,800 | $ 20,825 | |
Debt issuance costs | $ (438) | ||
Total debt, net of issuance costs | 21,401 | 20,438 | |
Less: current maturities, net of debt issuance costs | (21,401) | (793) | |
Long-term debt, net of issuance costs | 0 | 19,645 | |
Long-term Debt [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt issuance costs | (301) | (299) | |
Long-term Debt, Current Maturities [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt issuance costs | (88) | ||
Term Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term debt | 9,000 | 9,625 | |
Senior Secured Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Long-term debt | 12,815 | $ 11,200 | |
Total debt, net of issuance costs | $ 12,800 |
Bank Credit Facility - Schedule of Future Minimum Repayment (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
May 06, 2015 |
---|---|---|---|
Maturities of Long-term Debt, Before Debt Issuance | |||
Total | $ 21,800 | $ 20,825 | |
Maturities of Long-term Debt [Abstract] | |||
2017 | 887 | ||
2018 | 887 | ||
2019 | 887 | ||
2020 | 18,740 | ||
Total debt, net of issuance costs | 21,401 | $ 20,438 | |
Amortization of Debt Issuance Costs [Abstract] | |||
Total | $ (438) | ||
Revolving Credit Facility [Member] | |||
Maturities of Long-term Debt, Before Debt Issuance | |||
2017 | 0 | ||
2018 | 0 | ||
2019 | 0 | ||
2020 | 12,815 | ||
Total | 12,815 | ||
Term Loan [Member] | |||
Maturities of Long-term Debt, Before Debt Issuance | |||
2017 | 1,000 | ||
2018 | 1,000 | ||
2019 | 1,000 | ||
2020 | 6,000 | ||
Total | 9,000 | ||
Debt Issuance Costs [Member] | |||
Amortization of Debt Issuance Costs [Abstract] | |||
2017 | (113) | ||
2018 | (113) | ||
2019 | (113) | ||
2020 | (75) | ||
Total | $ (414) |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
Dec. 31, 2015 |
|
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (percent) | (44.00%) | (11.00%) | |||
U.S. federal statutory rate (percent) | 34.00% | ||||
Reversal of reserves for uncertain tax positions | $ 2,900 | ||||
Tax position, interest and penalties | 1,000 | ||||
Reserve for uncertain tax positions | $ 2,808 | 2,808 | $ 5,733 | ||
Accrued interest and penalties | 1,400 | 1,400 | |||
Change in indemnification receivable | 266 | $ 0 | $ 0 | 2,782 | |
Indemnification receivables | $ 2,297 | $ 2,297 | $ 5,078 |
Goodwill and Intangible Assets (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Oct. 01, 2015 |
Sep. 30, 2016 |
Mar. 31, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
Dec. 31, 2015 |
Apr. 30, 2015 |
Apr. 30, 2014 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Value decline in stock price (percent) | 32.00% | ||||||||
Share price (in dollars per share) | $ 4.60 | $ 6.79 | $ 6.50 | $ 5.00 | |||||
WACC (percent) | 10.00% | 13.00% | |||||||
Terminal growth rate (percent) | 3.00% | 3.00% | |||||||
Goodwill impairment | $ 0 | $ 45,300 | $ 0 | $ 0 | $ 45,300 | ||||
Intangible assets, net | $ 33,296 | $ 35,100 | $ 33,296 | $ 33,786 |
Goodwill and Intangible Assets Schedule of Goodwill Rollforward (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2016 |
Mar. 31, 2016 |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2016 |
|
Goodwill [Roll Forward] | |||||
Beginning Balance | $ 76,812 | $ 76,812 | |||
Purchase accounting allocation adjustments (see Note 3) | 5,403 | ||||
Exchange rate effects | 523 | ||||
Impairment charge | $ 0 | $ (45,300) | $ 0 | $ 0 | (45,300) |
Ending Balance | $ 37,438 | $ 37,438 |
Goodwill and Intangible Assets Effect of One Percentage Change in Input (Details) $ in Thousands |
Sep. 30, 2016
USD ($)
|
---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | |
Discount Rate - Increase by 1% | $ 11,000 |
Long-term Growth Rate - Decrease by 1% | $ 6,000 |
Commitments and Contingencies (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended |
---|---|---|
Sep. 30, 2016 |
Sep. 30, 2016 |
|
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $ 1.0 | $ 2.6 |
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