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”) 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 unusable parts and materials, the sale of used cars and motorcycles, the sale of aftermarket parts, and 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 of 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 and amortizes asset write-ups and intangible 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, 2016, and 2017. During the year ended December 31, 2016 , the Company recorded a net loss of $42.9 million , and cash used in operating activities was $1.7 million . Most of that net loss for 2016 was incurred during the three months ended March 31, 2016, when goodwill was impaired by $45.3 million (see Note 11 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). For the three months ended March 31, 2017 , the Company recorded a net loss of $39.4 million which includes an impairment of goodwill of $37.1 million (see Note 11 below). As of March 31, 2017 , the Company had an accumulated deficit of $113.1 million . Effective December 31, 2015 , the Company entered into a $35.0 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 March 31, 2017 , after classifying the Credit Facility debt as a current liability as discussed further below, the Company had a working capital deficit of $0.1 million , which included cash and cash equivalents of $1.1 million . As of March 31, 2017 , the Company owed $21.6 million under the Amended Credit Facility (consisting of a term loan with a balance of $8.8 million and a revolving credit facility with a balance of $12.8 million ), and had $7.0 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 Parts Canada, Inc. (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. Since June 30, 2016, the Company has been 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 below 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 as a current liability in the accompanying condensed consolidated balance sheets as of December 31, 2016 and March 31, 2017 , 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 entered into a Forbearance Agreement to the Credit Facility (the "Forbearance Agreement") with its lenders. Pursuant to the Forbearance Agreement, the lenders have 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, provided no other defaults occur. In consideration of this Forbearance Agreement, the Company agreed to pay a $0.5 million fee which was considered earned on the effective date of the agreement and is reflected as an expense in outside service and professional fees in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2017. The Forbearance Agreement also gives the lenders the right to add 200 basis points of “default interest” on the Credit Facility debt outstanding during all periods subsequent to June 30, 2016. The Company accrued $0.3 million of default interest during the three months ended March 31, 2017. The Forbearance Agreement, which had originally expired on May 26, 2017, was amended on June 23, 2017 to extend the forbearance period until August 31, 2017 and resolve certain new defaults. The Forbearance Agreement, as amended, permitted the Company, for the first two quarters of 2017, to add the interest payments otherwise due in cash on non-LIBOR-based loans to the principal amount of debt outstanding. For the three months ended March 31, 2017, $133,000 of such interest was paid-in-kind. The Forbearance Agreement, as amended, also permitted the Company to defer the $250,000 principal payments due on March 31, 2017 and June 30, 2017 to the end of the forbearance period. When the amended Forbearance Agreement expired on August 31, 2017, the Company did not make any of the required payments, and management is currently negotiating with the lenders to further amend the Forbearance Agreement and extend the forbearance period through December 31, 2017, including the provisions regarding payment-in-kind for certain interest and deferral of all fees and principal payments otherwise due on the term loan until December 31, 2017, and to take into account subsequent defaults. There can be no assurances that the Company will be able to successfully negotiate such an amendment. If the Company is unable to reach further agreement with its lenders to extend the forbearance period or obtain waivers or amendments to the existing Credit Facility, find acceptable alternative financing, obtain equity contributions, or arrange a business combination, 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. 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 and the Forbearance Agreement, as amended, has expired as described above and in Note 4 . The failure to operate within the requirements of these financial covenants 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 the Company’s subsidiaries, which have reduced the Company’s borrowing base, (ii) limits on certain non-cash adjustments to calculate EBITDA for covenant compliance, and (iii) lower than forecasted EBITDA during 2016 and the first quarter of 2017 due to a shortfall in revenue (primarily from scrap sales) and higher operating expenses, including significant accounting, legal and other fees, primarily as a result of the fees incurred from a new public accounting firm beginning in July 2016 and the SEC inquiry discussed in Note 10 . 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 have increased during 2016 and slightly further during the quarter ended March 31, 2017, and the Company’s expectation is that the current high level of professional fees should decline somewhat after August 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 reduce the amount of Credit Facility debt by obtaining new subordinated debt or equity financing. The Board of Directors of the Company has engaged a financial advisor to assist the Board and Company management 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 has been identifying and evaluating potential alternatives including a business combination, debt and/or equity financing, or a strategic investment into the Company, 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. Furthermore, the delisting of Fenix common stock on the Nasdaq Global Market negates the Company’s ability to pursue strategic and financial transactions available only to listed companies. 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. |