Combinations with Founding Companies | Note 3. Combinations with Founding Companies On May 19, 2015, the Company closed on the Combinations with the Founding Companies, all of which are engaged in the business of automobile recycling. These Combinations were accounted for under the acquisition method of accounting. The Company acquired the stock of the U.S. Founding Companies for cash or a combination of cash and shares of its common stock, and acquired substantially all of the assets of the Canadian Founding Companies for cash or cash and shares of exchangeable preferred stock of Fenix Canada. The consideration for the Combinations was determined by arms-length negotiations between the Company and representatives of each Founding Company. The Founding Companies include Don’s Automotive Mall, Inc., Gary’s U-Pull It, Inc., Horseheads Automotive Recycling, Inc. (collectively, the “Beagell Group”); Standard Auto Wreckers Inc., End of Life Vehicles Inc., Goldy Metals Incorporated, Goldy Metals (Ottawa) Incorporated (collectively, “Standard”); and Eiss Brothers, Inc. (“Eiss Brothers”), Green Oak Investments LLC dba GO Auto Recycling (“GO Auto”), Jerry Brown, Ltd (“Jerry Brown”) and Leesville Auto Wreckers, Inc. (“Leesville” and together with Eiss Brothers, GO Auto and Jerry Brown, the “Other Founding Companies”). For accounting and reporting purposes, Fenix has been identified as the accounting acquirer and Beagell Group and Standard have been identified as accounting co-predecessors to Fenix. The following table shows the estimated calculation of the total Combination Consideration (the following dollar amounts in tables and notes are in thousands) Beagell Standard Eiss Go Auto Jerry Leesville Total Base Fenix share consideration (a ) $ 10,822 $ — $ 2,338 $ 2,667 $ 5,333 $ 1,840 $ 23,000 Base Fenix Canada share consideration (b ) — 8,400 — — — — 8,400 Base cash consideration (c ) 19,663 30,450 6,137 4,000 6,511 11,727 78,488 Working capital and other adjustments (c ) 1,161 1,762 810 (81 ) (1,377 ) 1,132 3,407 Incremental inventory payments (d ) — 450 — — 550 — 1,000 Incremental capital expenditure payments (e ) — — — — 2,415 — 2,415 Nonsubstantive consulting fee payments (f ) 890 50 — — 847 — 1,787 Key employee cash bonuses (g ) — — — — — 2,575 2,575 Incremental off market lease payments (h ) 1,980 (2,230 ) (700 ) (140 ) (170 ) (210 ) (1,470 ) Investment in Founding Company affiliate (i ) — — — 450 — — 450 Contingent consideration (j ) — 7,683 320 — 2,433 — 10,436 Total Combination Consideration $ 34,516 $ 46,565 $ 8,905 $ 6,896 $ 16,542 $ 17,064 $ 130,488 Of this aggregate Combination Consideration, $88,135 was paid in cash on the closing date, $33,733 represents stock consideration and $8,620 represents discounted cash payments to be made up to 15 years after the Combinations. (a) The Company issued 2,874,971 shares of Fenix common stock as Combination Consideration valued at the public offering price of $8.00 per share. (b) The Company issued 1,050,000 exchangeable preferred shares of Fenix’s subsidiary, Fenix Parts Canada, Inc. (“Exchangeable Preferred Shares”) as Combination 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. However, these shares do participate in the net income (but not in net losses) of the consolidated company for earnings (loss) per share computations. (c) The base cash component of the Combination Consideration for each Combination is still subject to certain adjustments. For each Founding Company (in some cases, other than Standard Auto Wreckers, Inc.), the cash component of the Combination Consideration was (i) reduced by the Founding Company’s indebtedness as of closing (ii) increased by the Founding Company’s cash and qualifying inventory as of closing and (iii) increased by the Founding Company’s capital expenditures during the six months prior to closing. All of these estimated adjustments are based on information provided by the Founding Companies at closing and are subject to further adjustment as additional information is obtained. Any differences in actual cash, qualifying inventory, debt or capital expenditures as of and for the six months prior to the actual closing date will have a corresponding change to total Combination Consideration and to goodwill. (d) Represents additional consideration for certain excess or specific inventories based on the applicable Founding Company inventory listings as of closing and subject to adjustment through September 2015 as additional information is obtained. (e) Represents a construction reimbursement for capital expenditures in connection with a new building located on land that the Company leases subject to further adjustment through September 2015 as additional information is obtained. (f) Represents contractual payments to certain equity holders of the Founding Companies and their related parties over the next 1 to 15 years. These equity holders and their related parties are not employed by us and do not provide any substantive services to us. (g) Represents cash bonuses paid at closing to key employees for past service. (h) In conjunction with the Combinations, the Company entered into operating facility lease agreements with affiliates of the equity holders, generally variable interest entities that were consolidated into the Founding Companies prior to the Combinations but are not consolidated by the Company after the Combinations. Based on independent valuations of the market rental rates compared to the actual rental rates for these properties, the excess is reflected as Combination Consideration refundable over the term of the related lease. The effect of discounting these payments at 10% is reflected in the amounts presented. The related balance as of June 30, 2015 of $1,403 is reflected on the condensed consolidated balance sheet as part of Intangible asset and will be offset to cash rent expense over the life of the leases. (i) Represents the payment of $250 in cash at closing and a $200 promissory note payable over two years for a 5% membership interest in an affiliate of Go Auto. The Company also received an option to purchase the remaining 95% membership interest. (j) Represents the estimated fair value of contingent consideration arrangements with certain Founding Company equity holders. Under these arrangements, the equity holders of Standard and Eiss can earn up to an aggregate of $7,875 in cash and 11,667 shares of Fenix common stock and 280,000 Exchangeable Preferred Shares. The shareholders of Jerry Brown’s can earn an uncapped amount of additional cash if certain EBITDA and revenue targets are met. The fair value is based on independent valuations considering our the Company’s 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%. The changes in the fair value of this initial liability resulted in a $800 change to operating expenses in the statement of operations for the post-Combinations period ended June 30, 2015. The Company has not completed the allocation of the Combination Consideration to the assets acquired and liabilities assumed in the Combinations. The following table shows preliminary amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed: Beagell Standard Eiss Go JB Leesville Total Cash and other current 10,430 15,265 6,637 1,859 6,301 5,621 46,113 Property and equipment 4,476 4,408 364 203 1,663 641 11,755 Other non current assets 1,985 430 12 — 1,746 54 4,227 Intangible assets 7,650 10,970 2,680 3,450 2,340 6,260 33,350 Current liabilities (2,573 ) (2,008 ) (255 ) (754 ) (923 ) (654 ) (7,167 ) Deferred income taxes, net (5,787 ) (3,887 ) (3,298 ) — (2,639 ) (4,213 ) (19,824 ) Reserve for uncertain tax positions (2,017 ) (1,828 ) (1,829 ) (204 ) (5,878 ) Non-current liabilities (580 ) — — — (771 ) — (1,351 ) Total net identifiable assets acquired 13,584 23,350 6,140 4,758 5,888 7,505 61,225 Goodwill 20,932 23,215 2,765 2,138 10,654 9,559 69,263 Total net assets acquired 34,516 46,565 8,905 6,896 16,542 17,064 130,488 Included in the preliminary allocation reflected above are the various preliminary valuations described below which are primarily based on Level 3 inputs: (i) Inventory was marked up to 90% of its estimated selling price representing the inventory’s cost and estimated related profit margin. Selling costs and related profit margin were estimated at all Founding Companies to be 10%. The acquired inventory is 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 primarily 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 3-6 years depending on the Founding Company and nature of the assets. The Company’s independent valuation specialist is assisting the Company in determining the final valuation of the property and equipment acquired on the Combination date. Any change in the valuation resulting from the Company’s independent valuation specialist’s finalization of its analysis cannot be determined at this point. All property and equipment is being depreciated using the straight-line method. (iii) The table below summarizes the aggregate intangible assets acquired: Amount Weighted Amortization Trade names $ 5,670 5 Straight line Customer relationships 25,970 15 Accelerated Covenants not to compete 1,710 5 Straight line $ 33,350 (iv) The table above represent balances as of the date the companies were acquired and will not agree to the June 30, 2015 balance sheet due to normal operating activities. The goodwill fluctuated due to changes in foreign currency exchange rates for our Canadian operations. The fair value of trade names and customer relationships are based on a number of significant assumptions. Trade names are valued using a “relief from royalty” method, which models cash savings from owning intangible assets as compared to paying a third party for their use. Descriptions of the inputs into this method, and the estimates or ranges of these inputs used for all of the Combinations are as follows: Compound annual revenue growth rate over term of use 3.0%-6.2 % Percentage of revenue attributable to trade name in forecast year 20%-100 % Royalty rate 2.0 % Discount rate 11.5%-14.0 % Tax rate 38.6%-40.9 % The expected useful life of trade names is based on the Company’s planned timeframe for using the existing trade names the Company purchased in the Combinations. The Company amortizes such trade names using the straight-line method as no other method of amortization is more representative of the Company’s usage of these assets. Customer relationships are valued using an income approach called the multi-period excess earnings method, a form of discounted cash flow that estimates revenues and cash flows derived from the use of the intangible asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as other intangible assets or property and equipment, that contributed to the generation of the cash flows to arrive at cash flows attributable solely to the intangible asset being valued. Descriptions of the inputs into this method, and the estimates or ranges of these inputs used for all of the Combinations are as follows: Compound annual revenue growth rate in forecast period 2.1%-3.1 % Annual customer attrition rate 10.0 % Gross margin in forecast period 29.9%-48.1 % Contributory asset charges as a percentage of revenue 0.0%-2.6 % Discount rate 12.5%-16.0 % Tax rate 38.6%-40.9 % The expected useful life of customer relationships is established as 15 years, which is the period over which these assets are expected to reasonably contribute to future cash flows. The Company amortizes such customer relationships using an accelerated method that reflects a greater relative contribution to future cash flows in the earlier years of the assets’ useful lives. (iv) The Company may recover amounts from the equity holders of certain of the Founding Companies if the Company is required to make certain income tax or other payments as defined in the relevant Combination agreements after the Combinations. (v) The Combination agreement between the Company and GO Auto contains a provision pursuant to which the Company purchased a 5% ownership of Go Pull-It LLC, an entity under common control with GO Auto, and the right to purchase the remaining 95% of Go Pull-It LLC for either a fixed price through the end of 2016 or, after that, a price based on a formula that is primarily dependent on the EBITDA of Go Pull-It LLC. The amount reflected above for the purchase right is based on a business valuation of Go Pull-It LLC, which inputs include but are not limited to, revenue growth, gross margin, operating expenses, income tax rate, working capital and property and equipment requirements, and an appropriate discount rate. (vi) The Company recorded deferred income taxes relating to the difference between financial reporting and tax bases of assets and liabilities acquired in the Combinations in nontaxable transactions. The Company also eliminated historical deferred income taxes of Founding Companies acquired in taxable transactions. The preliminary allocations described above could change materially as the Company finalizes its assessment of the allocation and the fair value of the net tangible and intangible assets acquired, some of which are dependent on the completion of valuations being performed by independent valuation specialists. The Combination Agreements with the Founding Companies also included provisions for the Company to begin leasing properties from the Founding Companies’ former owners and their related parties after closing and the Company commenced these leases on May 19, 2015. Many of these properties were consolidated into the historical results of the Founding Companies but were not acquired by Fenix in the Combinations and are not consolidated by Fenix after the closing. The following table shows the pro forma revenue and earnings of Fenix Parts, Inc. as if the Combinations with the Founding Companies had occurred on January 1, 2014 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Revenue $ 25,591 $ 27,294 $ 50,270 $ 54,114 Net loss $ (3,312 ) $ (695 ) $ (6,536 ) $ (444 ) Significant adjustments to the historical revenue of the Founding Companies for the pro forma revenue presentation include the elimination of revenue between Founding 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 periods after the Combinations. Significant adjustments to expenses include 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 Founding Companies, compensation related to certain bonuses paid to employees of a Founding Company and related income tax effects. |