Fenix Parts Provides Update on Nasdaq Listing and Forbearance Agreement
June 28 2017 - 9:19AM
Fenix Parts, Inc. (Nasdaq:FENX), a leading recycler and reseller of
original equipment manufacturer (“OEM”) automotive products, today
announced that it has received a notification letter from the
Nasdaq Hearings Department stating that, due to the Company’s
non-compliance with Nasdaq Listing Rule 5250(c)(1), the Company
would be delisted from the Nasdaq Stock Market (the “Nasdaq”) at
the opening of business on June 29, 2017. As previously announced,
the Nasdaq Hearings Panel (the "Panel") had issued a decision
granting the Company’s request for an extension to file its Form
10-K for the year ended December 31, 2016 (the “2016 Form 10-K”)
and for its Quarterly Report on Form 10-Q for the period ended
March 31, 2017 (the “March 31, 2017 Form 10-Q”). The Company’s
continued listing on the Nasdaq was conditioned on, among other
things, the Company filing with the Securities and Exchange
Commission (the “SEC”) its 2016 Form 10-K by June 23, 2017 and its
March 31, 2017 Form 10-Q by July 21, 2017. In addition, the Panel
decision required the Company to file its Quarterly Report on Form
10-Q for the period ended June 30, 2017 on or before its normal due
date of August 14, 2017. The Company was unable to satisfy
the terms of the Panel’s conditional listing. It is anticipated
that the Company's common stock will be quoted on the OTC Pink
operated by the OTC Markets Group Inc. (also known as the "Pink
Sheets") subsequent to the effectiveness of the suspension of
trading of the Company's common stock on Nasdaq.
The Company continues to be actively engaged
with its independent auditors to complete its annual audit and
quarterly review so that the 2016 Form 10-K and March 31, 2017 Form
10-Q may be filed with the SEC as soon as possible.
In addition, the Company announced an amendment
to the Forbearance Agreement to the Credit Facility (the
"Forbearance Agreement") with BMO Harris Bank N.A. and its Canadian
affiliate, Bank of Montreal. Under the amended Forbearance
Agreement, and subject to its conditions, the lenders have
agreed, during the amended forbearance period ending August
31, 2017, to refrain from exercising their rights and remedies
under the Credit Facility with respect to the Company’s
non-compliance with applicable financial and other covenants and
any further non-compliance with such covenants. The amended
Forbearance Agreement also permits the Company to add the quarterly
interest payment otherwise due for the second quarter of 2017 to
the principal amount of debt outstanding and defer a $250,000
principal payment that was due on June 30, 2017 to the end of the
forbearance period.
About Fenix PartsFenix Parts is
a leading recycler and reseller of original equipment manufacturer
(“OEM”) automotive products. The Company’s primary business
is auto recycling, which is the recovery and resale of OEM parts,
components and systems reclaimed from damaged, totaled or low value
vehicles. Customers include collision repair shops (body
shops), mechanical repair shops, auto dealerships and individual
retail customers. Fenix provides its customers with high-quality
recycled OEM products, extensive inventory and product
availability, responsive customer service and fast delivery.
Fenix was founded in 2014 to create a network
that offers sales, fulfillment and distribution in key regional
markets in the United States and Canada. The Fenix companies
have been in business an average of more than 25 years and
currently operate from 16 locations throughout the Eastern U.S. and
in Ontario, Canada.
Forward-Looking StatementsThis
press release contains forward-looking statements that are subject
to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected, expressed, or
implied by such forward-looking statements. In some cases,
you can identify forward-looking statements by use of words such as
"may, will, should, anticipates, believes, expects, plans, future,
intends, could, estimate, predict, projects, targeting, potential
or contingent," the negative of these terms or other similar
expressions. Our actual results could differ materially from
those discussed or implied herein.
We caution that it is very difficult to predict
the impact of known factors, and it is impossible for us to
anticipate all factors that could affect our actual results.
All forward-looking statements are expressly qualified in their
entirety by these cautionary statements. You should evaluate
all forward-looking statements made in this press release in the
context of the risks and uncertainties disclosed in our SEC
filings. These filings are available online at www.sec.gov,
www.fenixparts.com or upon request from Fenix Parts.
We caution you that the important factors
referenced above may not contain all of the factors that are
important to you. In addition, we cannot assure you that we
will realize the results or developments we expect or anticipate
or, even if substantially realized, that they will result in the
consequences we anticipate or affect us or our operations in the
way we expect. The forward-looking statements included in
this press release are made only as of the date hereof. We
undertake no obligation to publicly update or revise any
forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law. If
we do update one or more forward-looking statements, no inference
should be made that we will make additional updates with respect to
those or other forward-looking statements. We qualify all of
our forward-looking statements by these cautionary statements.
At Fenix Parts:
Scott Pettit
Chief Financial Officer
scottpettit@fenixparts.com
Investor and Media Inquiries:
Chris Kettmann
773-497-7575
ckettmann@lincolnchurchilladvisors.com