Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 28, 2020

OR

 

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to

Commission file number: 001‑33264


Image - Image1.jpeg

U.S. AUTO PARTS NETWORK, INC.

(Exact name of registrant as specified in its charter)


Delaware

68‑0623433

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

 

2050 W. 190th Street, Suite 400, Torrance, CA 90504

(Address of Principal Executive Office) (Zip Code)

(424) 702‑1455

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes      No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b‑2 of the Exchange Act.

Large Accelerated Filer

 

Accelerated Filer

Non-Accelerated Filer

 

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).     Yes  ☐   No  

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

 

 

 

 

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

PRTS

 

The NASDAQ Stock Market LLC

(NASDAQ Global Market)

As of May 4, 2020, the registrant had 38,891,673 shares of common stock outstanding, $0.001 par value.

 

 

 

Table of Contents

U.S. AUTO PARTS NETWORK, INC.

QUARTERLY REPORT ON FORM 10‑Q

FOR THE THIRTEEN WEEKS ENDED MARCH 28, 2020

TABLE OF CONTENTS

 

 

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

 

 

 

ITEM 1. 

Financial Statements

4

 

Consolidated Balance Sheets (Unaudited) at March 28, 2020 and December 28, 2019

4

 

Consolidated Statements of Operations and Comprehensive Operations (Unaudited) for the Thirteen Weeks Ended March 28, 2020 and March 30, 2019

5

 

Consolidated Statements of Stockholders’ Equity (Unaudited) for the Thirteen Weeks Ended March 28, 2020 and March 30, 2019

6

 

Consolidated Statements of Cash Flows (Unaudited) for the Thirteen Weeks Ended March 28, 2020 and March 30, 2019

7

 

Notes to Consolidated Financial Statements (Unaudited)

8

ITEM 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

ITEM 3. 

Quantitative and Qualitative Disclosures About Market Risk

22

ITEM 4. 

Controls and Procedures

22

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

ITEM 1. 

Legal Proceedings

23

ITEM 1A. 

Risk Factors

23

ITEM 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

42

ITEM 3. 

Defaults Upon Senior Securities

42

ITEM 4. 

Mine Safety Disclosures

42

ITEM 5. 

Other Information

42

ITEM 6. 

Exhibits

43

 

Unless the context requires otherwise, as used in this report, the terms “U.S. Auto Parts,” the “Company,” “we,” “us” and “our” refer to U.S. Auto Parts Network, Inc. and its subsidiaries. Unless otherwise stated, all amounts are presented in thousands.  

U.S. Auto Parts®, U.S. Auto Parts Network™, Kool-Vue®, JC Whitney®, Carparts.com®, and Evan Fischer®, amongst others, are our United States trademarks. All other trademarks and trade names appearing in this report are the property of their respective owners.

 

 

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included in this report, other than statements or characterizations of historical or current fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbors created thereby. Any forward-looking statements included herein are based on management’s beliefs and assumptions and on information currently available to management. We have attempted to identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would”, “will likely continue,” “will likely result” and variations of these words or similar expressions. These forward-looking statements include, but are not limited to, statements regarding future events, our future operating and financial results, financial expectations, expected growth and strategies, current business indicators, capital needs, financing plans, capital deployment, liquidity, contracts, litigation, product offerings, customers, acquisitions, competition and the status of our facilities. Forward-looking statements, no matter where they occur in this document or in other statements attributable to the Company involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in Part II, Item 1A of this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

3

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PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, In Thousands, Except Par Value and Per Share Liquidation Value)

 

 

 

 

 

 

 

 

 

March 28,

 

December 28,

 

    

2020

    

2019

ASSETS

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

14,148

 

$

2,273

Accounts receivable, net

 

 

5,031

 

 

2,669

Inventory

 

 

57,360

 

 

52,500

Other current assets

 

 

5,661

 

 

4,931

Total current assets

 

 

82,200

 

 

62,373

Deferred income taxes

 

 

22

 

 

Property and equipment, net

 

 

10,194

 

 

9,650

Right-of-use - assets - operating leases, net

 

 

9,452

 

 

4,544

Right-of-use - assets - financing leases, net

 

 

8,847

 

 

9,011

Other non-current assets

 

 

1,859

 

 

2,368

Total assets

 

$

112,574

 

$

87,946

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

57,749

 

$

44,433

Accrued expenses

 

 

14,166

 

 

9,519

Customer deposits

 

 

405

 

 

652

Notes payable, current

 

 

 

 

729

Right-of-use - obligation - operating, current

 

 

1,601

 

 

1,368

Right-of-use - obligation - finance, current

 

 

582

 

 

640

Other current liabilities

 

 

3,661

 

 

2,605

Total current liabilities

 

 

78,164

 

 

59,946

Notes payable, non-current

 

 

 

 

1,060

Right-of-use - obligation - operating, non-current

 

 

8,097

 

 

3,419

Right-of-use - obligation - finance, non-current

 

 

8,638

 

 

8,627

Other non-current liabilities

 

 

2,514

 

 

2,514

Total liabilities

 

 

97,413

 

 

75,566

Commitments and contingencies

 

 

  

 

 

  

Stockholders’ equity:

 

 

  

 

 

  

Series A convertible preferred stock, $0.001 par value; $1.45 per share liquidation value or aggregate of $6,017; 4,150 shares authorized; 2,621 and 2,771 shares issued and outstanding at March 28, 2020 and December 28, 2019

 

 

 3

 

 

 3

Common stock, $0.001 par value; 100,000 shares authorized; 38,672 and 36,167 shares issued and outstanding at March 28, 2020 and December 28, 2019 (of which 2,525 are treasury stock)

 

 

41

 

 

38

Treasury stock

 

 

(7,146)

 

 

(7,146)

Additional paid-in capital

 

 

191,043

 

 

187,147

Accumulated other comprehensive income

 

 

113

 

 

214

Accumulated deficit

 

 

(168,893)

 

 

(167,876)

Total stockholders’ equity

 

 

15,161

 

 

12,380

Total liabilities and stockholders' equity

 

$

112,574

 

$

87,946

 

See accompanying notes to consolidated financial statements (unaudited).

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U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS

(Unaudited, in Thousands, Except Per Share Data)

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

March 28,

 

March 30,

 

    

2020

    

2019

Net sales

 

$

87,818

 

$

74,739

Cost of sales (1)

 

 

58,039

 

 

54,610

Gross profit

 

 

29,779

 

 

20,129

Operating expense

 

 

30,132

 

 

23,575

Loss from operations

 

 

(353)

 

 

(3,446)

Other income (expense):

 

 

 

 

 

 

Other, net

 

 

71

 

 

(3)

Interest expense

 

 

(660)

 

 

(412)

Total other expense, net

 

 

(589)

 

 

(415)

Loss before income taxes

 

 

(942)

 

 

(3,861)

Income tax provision (benefit)

 

 

36

 

 

(280)

Net loss

 

 

(978)

 

 

(3,581)

Other comprehensive loss:

 

 

  

 

 

  

Foreign currency translation adjustments

 

 

(6)

 

 

(5)

Unrealized loss on deferred compensation trust assets

 

 

(95)

 

 

 —

Total other comprehensive loss

 

 

(101)

 

 

(5)

Comprehensive loss

 

$

(1,079)

 

$

(3,586)

Loss per share:

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.03)

 

$

(0.10)

Weighted average common shares outstanding:

 

 

  

 

 

  

Shares used in computation of basic and diluted net loss per share

 

 

36,871

 

 

35,365


(1)

Excludes depreciation and amortization expense which is included in operating expense.

See accompanying notes to consolidated financial statements (unaudited).

 

 

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U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, In Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Total

 

 

Preferred Stock

 

Common Stock

 

Paid-in-

 

Treasury

 

Comprehensive

 

Accumulated

 

Stockholders’

 

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Stock

   

Income (Loss)

   

Deficit

   

Equity

Balance as originally reported at December 29, 2018

 

2,771

 

$

 3

 

34,992

 

$

38

 

$

183,139

 

$

(7,146)

 

$

579

 

$

(137,791)

 

$

38,822

Effect of new accounting adoption

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

1,623

 

 

1,623

Balance as currently reported at December 29, 2018

 

2,771

 

 

 3

 

34,992

 

 

38

 

 

183,139

 

 

(7,146)

 

 

579

 

 

(136,168)

 

 

40,445

Net loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(3,581)

 

 

(3,581)

Issuance of shares in connection with restricted stock units vesting

 

 —

 

 

 —

 

437

 

 

 —

 

 

(288)

 

 

 —

 

 

 —

 

 

 —

 

 

(288)

Issuance of shares in connection with BOD fees

 

 —

 

 

 —

 

 4

 

 

 —

 

 

 4

 

 

 —

 

 

 —

 

 

 —

 

 

 4

Share-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

554

 

 

 —

 

 

 —

 

 

 —

 

 

554

Common stock dividend on preferred stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(39)

 

 

(39)

Effect of changes in foreign currencies

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(5)

 

 

 —

 

 

(5)

Balance, March 30, 2019

 

2,771

 

 

 3

 

35,433

 

 

38

 

 

183,409

 

 

(7,146)

 

 

574

 

 

(139,788)

 

 

37,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 28, 2019

 

2,771

 

 

 3

 

36,167

 

 

38

 

 

187,147

 

 

(7,146)

 

 

214

 

 

(167,876)

 

 

12,380

Net loss

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(978)

 

 

(978)

Issuance of shares in connection with stock option exercise

 

 —

 

 

 —

 

523

 

 

 1

 

 

1,119

 

 

 —

 

 

 —

 

 

 —

 

 

1,120

Issuance of shares in connection with restricted stock units vesting

 

 —

 

 

 —

 

1,809

 

 

 2

 

 

(86)

 

 

 —

 

 

 —

 

 

 —

 

 

(84)

Issuance of shares in connection with BOD fees

 

 —

 

 

 —

 

 3

 

 

 —

 

 

 6

 

 

 —

 

 

 —

 

 

 —

 

 

 6

Share-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,819

 

 

 —

 

 

 —

 

 

 —

 

 

2,819

Common stock dividend on preferred stock

 

 —

 

 

 —

 

20

 

 

 —

 

 

38

 

 

 —

 

 

 —

 

 

(39)

 

 

(1)

Conversion of preferred stock

 

(150)

 

 

 —

 

150

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Unrealized loss on deferred compensation trust assets

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(95)

 

 

 —

 

 

(95)

Effect of changes in foreign currencies

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(6)

 

 

 —

 

 

(6)

Balance, March 28, 2020

 

2,621

 

$

 3

 

38,672

 

$

41

 

$

191,043

 

$

(7,146)

 

$

113

 

$

(168,893)

 

$

15,161

See accompanying notes to consolidated financial statements (unaudited).

 

 

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U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, In Thousands)

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

March 28,

 

March 30,

 

    

2020

    

2019

Operating activities

 

 

 

 

 

 

Net loss

 

$

(978)

 

$

(3,581)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization expense

 

 

1,898

 

 

1,529

Amortization of intangible assets

 

 

25

 

 

25

Deferred income taxes

 

 

(22)

 

 

(328)

Share-based compensation expense

 

 

2,663

 

 

550

Stock awards issued for non-employee director service

 

 

 6

 

 

 4

Amortization of deferred financing costs

 

 

 5

 

 

 1

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(2,362)

 

 

(2,019)

Inventory

 

 

(4,860)

 

 

(2,080)

Other current assets

 

 

(713)

 

 

(802)

Other non-current assets

 

 

(197)

 

 

(70)

Accounts payable and accrued expenses

 

 

18,022

 

 

10,753

Other current liabilities

 

 

808

 

 

890

Right-of-Use Obligation - Operating Leases - Current

 

 

234

 

 

983

Right-of-Use Obligation - Operating Leases - Long-term

 

 

(231)

 

 

(978)

Other non-current liabilities

 

 

 1

 

 

(2)

Net cash provided by operating activities

 

 

14,299

 

 

4,875

Investing activities

 

 

 

 

 

 

Additions to property and equipment

 

 

(2,050)

 

 

(1,587)

Net cash used in investing activities

 

 

(2,050)

 

 

(1,587)

Financing activities

 

 

 

 

 

 

Borrowings from revolving loan payable

 

 

1,170

 

 

4,096

Payments made on revolving loan payable

 

 

(1,170)

 

 

(4,096)

Payment of notes payable

 

 

(1,226)

 

 

 —

Payments on capital leases

 

 

(178)

 

 

(149)

Statutory tax withholding payment for share-based compensation

 

 

(84)

 

 

(287)

Proceeds from exercise of stock options

 

 

1,120

 

 

 —

Preferred stock dividends paid

 

 

 —

 

 

(41)

Net cash used in financing activities

 

 

(368)

 

 

(477)

Effect of exchange rate changes on cash

 

 

(6)

 

 

(7)

Net change in cash and cash equivalents

 

 

11,875

 

 

2,804

Cash and cash equivalents, beginning of period

 

 

2,273

 

 

2,031

Cash and cash equivalents, end of period

 

$

14,148

 

$

4,835

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Right-of-use operating asset acquired

 

$

5,325

 

$

 —

Right-of-use financed asset acquired

 

$

130

 

$

 —

Accrued asset purchases

 

$

662

 

$

904

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid during the period for income taxes

 

$

 —

 

$

 —

Cash paid during the period for interest

 

$

433

 

$

430

 

See accompanying notes to consolidated financial statements (unaudited).

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U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(In Thousands, Except Per Share Data)

Note 1 – Basis of Presentation and Description of Company

U.S. Auto Parts Network, Inc. (including its subsidiaries) is a leading online provider of aftermarket auto parts and accessories and was established in 1995. The Company entered the e-commerce sector by launching its first website in 2000 and currently derives the majority of its revenues from online sales channels. The Company sells its products to individual consumers through a network of websites and online marketplaces and offline to wholesale distributors. Our flagship websites are located at www.carparts.com and www.jcwhitney.com, and our corporate website is located at www.usautoparts.com. References to the “Company,” “we,” “us,” or “our” refer to U.S. Auto Parts Network, Inc. and its consolidated subsidiaries.

The Company’s products consist of collision parts serving the body repair market, engine parts to serve the replacement parts market, and performance parts and accessories. The collision parts category is primarily comprised of body parts for the exterior of an automobile. Our parts in this category are typically replacement parts for original body parts that have been damaged as a result of a collision or through general wear and tear. The majority of these products are sold through our websites. In addition, we sell an extensive line of mirror products, including our own private-label brand called Kool-Vue®, which are marketed and sold as aftermarket replacement parts and as upgrades to existing parts. The engine parts category is comprised of engine components and other mechanical and electrical parts including our private label brand of catalytic converters called Evan Fischer®. These parts serve as replacement parts for existing engine parts and are generally used by professionals and do-it-yourselfers for engine and mechanical maintenance and repair. We also offer performance versions of many parts sold in each of the above categories. Performance parts and accessories generally consist of parts that enhance the performance of the automobile, upgrade existing functionality of a specific part or improve the physical appearance or comfort of the automobile.

The Company is a Delaware C corporation and is headquartered in Torrance, California. The Company has employees located in both the United States and the Philippines.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to U.S. Securities and Exchange Commission (“SEC”) Form 10‑Q and Article 10 of SEC Regulation S-X. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of March 28, 2020 and the consolidated results of operations and cash flows for the thirteen weeks ended March 28, 2020 and March 30, 2019. The Company’s results for the interim periods are not necessarily indicative of the results that may be expected for any other interim period, or for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10‑K for the year ended December 28, 2019, which was filed with the SEC on March 10, 2020 and all our other periodic filings, including Current Reports on Form 8‑K, filed with the SEC after the end of our 2019 fiscal year, and throughout the date of this report.

During the thirteen weeks ended March 28, 2020, the Company incurred a net loss of $978 compared to a net loss of $3,581 during the thirteen weeks ended March 30, 2019. Based on our current operating plan, we believe that our existing cash, cash equivalents, investments, cash flows from operations and available debt financing will be sufficient to finance our operational cash needs through at least the next twelve months.

Prior period operating expense amounts have been classified to conform to the current period presentation of operating expense in the consolidated results of operations.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) No. 2018-15, “Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40)” (“ASU 2018-

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15”). The objective of this update is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted the standard on December 29, 2019 and the adoption did not have a material impact on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and other subsequent amendments including ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, collectively referred to as (“ASC 326”), which provides a new impairment model that require measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable, contract assets, available for sale securities and certain financial guarantees. The Company adopted the standard on December 29, 2019 and the adoption did not have a material impact on the consolidated financial statements.

Recently Early Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020; however, early adoption is permitted. The Company early adopted the standard on December 29, 2019 and the adoption did not have a material impact on the consolidated financial statements.

 

Note 2 – Borrowings

The Company maintains an asset-based revolving credit facility ("Credit Facility") that provides for, among other things, a revolving commitment in an aggregate principal amount of up to $30,000, which is subject to a borrowing base derived from certain receivables, inventory, and property and equipment. As of March 28, 2020, our outstanding revolving loan balance was $0. The outstanding letters of credit balance as of March 28, 2020 was $21,768, of which $18,856 was utilized and included in accounts payable in our consolidated balance sheet.

Loans drawn under the Credit Facility bear interest, at the Company’s option, at a per annum rate equal to either (a) LIBOR plus an applicable margin of 1.75%, or (b) an “alternate prime base rate” subject to an increase or reduction by up to 0.25% per annum based on the Company’s fixed charge coverage ratio. As of March 28, 2020, the Company’s LIBOR based interest rate was 2.75% (on $0 principal) and the Company’s prime based rate was 3.50% (on $0 principal). A commitment fee, based upon undrawn availability under the Credit Facility bearing interest at a rate of 0.25% per annum, is payable monthly. Under the terms of the credit agreement with JPMorgan Chase Bank (the "Credit Agreement"), cash receipts are deposited into a lock-box, which are at the Company’s discretion unless the “cash dominion period” is in effect, during which cash receipts will be used to reduce amounts owing under the Credit Agreement. The cash dominion period is triggered in an event of default or if excess availability is less than the $3,600 for three consecutive business days and will continue until, during the preceding 45 consecutive days, no event of default existed and excess availability has been greater than $3,600 at all times (with such trigger subject to adjustment based on the Company’s revolving commitment). In addition, in the event that “excess availability,” as defined under the Credit Agreement, is less than $3,000, the Company shall be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 (with the trigger subject to adjustment based on the Company’s revolving commitment). The Company’s excess availability was $4,676  as of March 28, 2020. As of the date hereof, the cash dominion period has not been in effect; accordingly, no principal payments are due. The Credit Agreement requires us to obtain a prior written consent from JPMorgan Chase Bank when we determine to pay any dividends on or make any distribution with respect to our common stock. The Credit Facility matures on December 16, 2022.

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Note 3 – Stockholders’ Equity and Share-Based Compensation

Options and Restricted Stock Units

The Company had the following common stock option activity during the thirteen weeks ended March 28, 2020:

·

Granted options to purchase 1,973 common shares.

·

Exercise of 523 options to purchase common shares.

·

Forfeiture of 15 options to purchase common shares.

·

Expiration of 700 options to purchase common shares.

The following table summarizes the Company’s restricted stock unit ("RSU") activity for the thirteen weeks ended March 28, 2020, and details regarding the awards outstanding and exercisable at March 28, 2020 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

Weighted

 

Remaining

 

 

 

 

 

 

 

Average

 

Contractual

 

Aggregate

 

    

Shares

    

Exercise Price

    

Term (in years)

    

Intrinsic Value

Vested and expected to vest at December 28, 2019

 

1,654

 

$

 

 

 

 

 

Awarded

 

3,411

 

$

 

 

 

 

 

Vested

 

(1,845)

 

$

 

 

 

 

 

Forfeited

 

(5)

 

$

 

 

 

 

 

Awards outstanding, March 28, 2020

 

3,215

 

$

 

1.49

 

$

5,819

Vested and expected to vest at March 28, 2020

 

3,215

 

$

 

1.49

 

$

5,819

 

During the thirteen weeks ended March 28, 2020,  27 RSUs that vested were time-based and 1,762 were performance-based. In addition,  56 shares were released to a departing employee and 3 shares were issued as partial payment for director’s fee as elected by a current Board member. For the RSUs awarded, the number of shares issued on the date of vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. For those employees who elect not to receive shares net of the minimum statutory withholding requirements, the appropriate taxes are paid directly by the employee. During the thirteen weeks ended March 28, 2020, we withheld 36 shares to satisfy $84 of employees’ tax obligations. Although shares withheld are not issued, they are treated as a common stock repurchase in our consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting.

For the thirteen weeks ended March 28, 2020, we recorded compensation costs related to stock options and RSUs of $2,819. For the thirteen weeks ended March 30, 2019 we recorded compensation costs related to stock options and RSUs of $554. As of March 28, 2020, there was unrecognized compensation expense related to stock options and RSUs of $9,871 that will be expensed through March 2024.

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Note 4 – Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

    

March 28, 2020

    

March 30, 2019

Net loss per share:

 

 

  

 

 

Numerator:

 

 

  

 

 

  

Net loss

 

 

(978)

 

 

(3,581)

Dividends on Series A Convertible Preferred Stock

 

 

38

 

 

40

Net loss allocable to common shares

 

$

(1,016)

 

$

(3,621)

Denominator:

 

 

  

 

 

  

Weighted-average common shares outstanding (basic and diluted)

 

 

36,871

 

 

35,365

Basic and diluted net loss per share

 

$

(0.03)

 

$

(0.10)

 

The anti-dilutive securities, which are excluded from the calculation of diluted earnings per share due to their anti-dilutive effect are as follows (in thousands):

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

    

March 28, 2020

    

March 30, 2019

Performance stock units

 

4,588

 

13

Restricted stock units

 

211

 

329

Series A Convertible Preferred Stock

 

2,711

 

2,771

Options to purchase common stock

 

3,349

 

6,311

Total

 

10,859

 

9,424

 

 

Note 5 – Income Taxes

The Company is subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2015‑2019 remain open to examination by the major taxing jurisdictions to which the Company is subject, except the Internal Revenue Service for which the tax years 2016‑2019 remain open.

For the thirteen weeks ended March 28, 2020 the effective tax rate for the Company’s operations was (3.8)%. The effective tax rate for the thirteen weeks ended March 28, 2020 differed from the U.S. federal statutory rate primarily due to state income taxes, share-based compensation that is either not deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount, and a change in the valuation allowance that offset the tax benefit of the current period pre-tax loss.

For the thirteen weeks ended March 30, 2019, the effective tax rate for the Company’s operations was 7.3%. The effective tax rate for the thirteen weeks ended March 30, 2019 differed from the U.S. federal statutory rate primarily due to state income taxes and share-based compensation that is either non-deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount.

The Company accounts for income taxes in accordance with ASC Topic 740 - Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. We currently have a full valuation allowance against our deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the thirteen weeks ended March 28, 2020, there was no material change from fiscal year ended 2019 in the amount of the Company's deferred tax assets that are more likely than not to be realized in future years.

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating

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the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a cash benefit due to the existence of previously incurred losses.

Note 6 – Commitments and Contingencies

Leases 

During the first quarter of 2020, the Company entered into a new lease agreement for office space for its Philippines subsidiary. The lease commenced on March 15, 2020 with a ten-year lease term set to expire in March of 2030. The Company is obligated to pay approximately $500 in annual base rent, which shall increase by 5% each year beginning on the second year of the lease term and then increase by 4% each year beginning on the sixth year of the lease term. In accordance with ASU 842Leases (“ASC 842”), the Company recorded $5,325 in Right-of-use assets – operating, non-current, and $4,981 in Right-of-use obligation – operating, non-current, with $344 recorded in Right-of-use obligation – operating, current, on the consolidated balance sheet as of March 28, 2020.

Legal Matters

Asbestos. A wholly-owned subsidiary of the Company, Automotive Specialty Accessories and Parts, Inc. and its wholly-owned subsidiary Whitney Automotive Group, Inc. ("WAG"), are named defendants in several lawsuits involving claims for damages caused by installation of brakes during the late 1960’s and early 1970’s that contained asbestos. WAG marketed certain brakes, but did not manufacture any brakes. WAG maintains liability insurance coverage to protect its and the Company’s assets from losses arising from the litigation and coverage is provided on an occurrence rather than a claims made basis, and the Company is not expected to incur significant out-of-pocket costs in connection with this matter that would be material to its consolidated financial statements.

Customs Issues. On April 2, 2018, the Company filed a complaint against the United States of America, the United States Department of Homeland Security (“DHS”), in the United States Court of International Trade (the “Court”) (Case No. 1:18-cv-00068) seeking (i) relief from a single entry bonding requirement set by the United States Customs and Border Protection (“CBP”), at a level equivalent to three times the commercial invoice value of each shipment (the “Bonding Requirement”), (ii) a declaration that the Bonding Requirement is unlawful, (iii) an injunction prohibiting additional delayed entry for all of the Company’s currently-held goods being denied entry into the United States.   The genesis for the action is CBP’s wrongful seizure of aftermarket vehicle grilles and associated parts being imported by the Company (“Repair Grilles”) on the basis that the Repair Grilles allegedly bear counterfeit trademarks of the original automobile manufacturers (i.e., original-equipment manufacturers, or “OEMs”). Generally, these trademarks, as applied against the Company, purport to cover the shape of the grilles themselves, or the OEM’s logo or name.  However, the Repair Grilles are not counterfeit and do not cause a likelihood of confusion amongst purchasers or the relevant consuming public which are prerequisites for seizures under the pertinent provision of the Tariff Act being relied upon by CBP to seize the Repair Grilles.

On May 25, 2018, the Court granted the Company’s motion for preliminary injunction and ordered, among other things, that the Defendants are restrained from enforcing the 3X Bonding Requirement. On July 24, 2019, the Company further reached confidential terms with CBP to settle these matters.  As part of the settlement: (i) Customs will release to the Company certain inventory mistakenly seized, (ii) the Company and CBP enter into mutual releases, and (iii) without admitting liability, the Company will forfeit to CBP certain goods which CBP deems to be violative. All outstanding CBP enforcement issues are resolved, and the Company has no outstanding damage or duty claims from CBP.

Ordinary course litigation. The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. As of the date hereof, the Company believes that the final disposition of such matters will not have a material adverse effect on the financial position, results of operations or cash flow of the Company. The Company maintains liability insurance coverage to protect the Company’s assets from losses arising out of or involving activities associated with ongoing and normal business operations.

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Note 7 – Product Information

As described in Note 1 above, the Company’s products consist of collision parts serving the body repair market, engine parts to serve the replacement parts market, and performance parts and accessories. The following table summarizes the approximate distribution of the Company’s revenue by product type.

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

March 28, 2020

    

March 30, 2019

    

Private Label

  

 

  

 

Collision

72

%  

57

%  

Engine

19

%  

19

%  

Performance

 1

%  

 1

%  

 

 

 

 

 

Branded

  

 

  

 

Collision

 1

%  

 1

%  

Engine

 4

%  

12

%  

Performance

 3

%  

10

%  

 

 

 

 

 

Total

100

%  

100

%  

 

 

 

 

 

 

Note 8 – Subsequent Event

On April 10, 2020, the Company received loan proceeds of $4,107 pursuant to the Paycheck Protection Program (“PPP”) under the CARES Act. The loan, which was in the form of a promissory note, dated April 8, 2020, between the Company and JPMorgan as the lender, matures on April 8, 2022 and bears interest at a fixed rate of 0.98% per annum, payable monthly commencing in six months. Under the terms of the PPP, the principal may be forgiven if the loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, benefits, rent, and utilities.  The Company subsequently returned the $4,107 loan proceeds so that other businesses can continue to support their employees. 

 

 

 

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In Thousands, Except Per Share Data, Or As Otherwise Noted)

Cautionary Statement

You should read the following discussion and analysis in conjunction with our consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this report. Certain statements in this report, including statements regarding our business strategies, operations, financial condition, and prospects are forward-looking statements. Use of the words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would”, “will likely continue,” “will likely result” and similar expressions that contemplate future events may identify forward-looking statements.

The information contained in this section is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC, which are available on the SEC’s website at http://www.sec.gov. The section entitled “Risk Factors” set forth in Part II, Item 1A of this report, and similar discussions in our other SEC filings, describe some of the important factors, risks and uncertainties that may affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed or implied by these or any other forward-looking statements made by us or on our behalf. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect management’s opinions only as of the date thereof. We do not assume any obligation to revise or update forward-looking statements. Finally, our historic results should not be viewed as indicative of future performance.

Overview

We are a leading online provider of aftermarket auto parts, including collision parts, engine parts, and performance parts and accessories. Our user-friendly websites provide customers with a broad selection of SKUs, with detailed product descriptions and photographs. Our proprietary product database maps our SKUs to product applications based on vehicle makes, models and years. We principally sell our products to individual consumers through our network of websites and online marketplaces. Our flagship consumer websites are located at www.carparts.com and  www.jcwhitney.com,  and our corporate website is located at www.usautoparts.com. The inclusion of our website addresses in this report does not include or incorporate by reference into this report any information on our websites.

We believe our strategy of disintermediating the traditional auto parts supply chain and selling products directly to customers over the Internet allows us to efficiently deliver products to our customers. Industry-wide trends that support our strategy include:

1. Number of SKUs required to serve the market. The number of automotive SKUs has grown dramatically over the last several years. In today’s market, unless the consumer is driving a high volume produced vehicle and needs a simple maintenance item, the part they need is not typically on the shelf at a brick-and-mortar store. We believe our user-friendly websites provide customers with a favorable alternative to the brick-and-mortar shopping experience by offering a comprehensive selection of approximately 800,000 SKUs with detailed product descriptions, attributes and photographs combined with the flexibility of fulfilling orders using both drop-ship and stock-and-ship methods.

2. U.S. vehicle fleet expanding and aging.  The average age of U.S. light vehicles, an indicator of auto parts demand, remained near record-highs at 11.8 years during 2019, according to the U.S. Auto Care Association. In addition, IHS, a market analytics firm, found that the total number of light vehicles in operation in the U.S. has increased to record levels, and should continue to rise through 2020. We believe an increasing vehicle base and rising average age of vehicles will have a positive impact on overall aftermarket parts demand because older vehicles generally require more repairs. In many cases we believe these older vehicles are driven by do-it-yourself ("DIY") car owners who are more likely to handle any necessary repairs themselves rather than taking their car to the professional repair shop.

3. Growth of online sales. The U.S. Auto Care Association estimated that overall revenue from online sales of auto parts and accessories would reach almost  $20 billion by 2022. Improved product availability, lower prices and consumers’ growing comfort with digital platforms are driving the shift to online sales. We believe that

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we are well positioned for the shift to online sales due to our history of being a leading source for aftermarket automotive parts through online marketplaces and our network of websites.

Impact of COVID-19

The challenges posed by the COVID-19 pandemic on the United States and global economy increased significantly as the first quarter progressed in March. Since the onset of the pandemic, our top priority remains the health and safety of our employees as most have been working from home, in addition to ensuring our customers continue receiving our high-quality, personalized service. Our distribution centers, deemed an essential service, remain operational while our employees onsite adhere to, and follow, the COVID-19 safety guidelines recommended from the Centers for Disease Control and Prevention (“CDC”).

 

COVID-19 had only minimal disruptions on our business as our first quarter sales were only impacted in mid to late March during the initial stages of COVID-19 stay-at-home orders. The ultimate extent of the effects from the COVID-19 pandemic on the Company, our financial condition, results of operations, liquidity, and cash flows will be dependent on evolving developments which are uncertain and cannot be predicted at this time. See the “Risk Factors” section set forth in Part II, Item 1A for further discussion of risks related to COVID-19. 

 

Executive Summary

For the first quarter of 2020, the Company’s operations generated net sales of $87,818, compared with $74,739 for the first quarter of 2019, representing an increase of 17.5%. Our operations incurred a net loss of $978 for the first quarter of 2020 compared to a  net loss of $3,581 for the first quarter of 2019. Our operations generated a net loss before interest expense, net, income tax provision (benefit), depreciation and amortization expense, amortization of intangible assets, plus share-based compensation expense, and in 2019, costs related to our customs issues and employee transition costs (“Adjusted EBITDA”) of $4,303 in the first quarter of 2020 compared to negative $98 in the first quarter of 2019. Adjusted EBITDA, which is not a Generally Accepted Accounting Principle (“GAAP”) measure. See the section below titled “Non-GAAP measures” for information regarding our use of Adjusted EBTIDA and a reconciliation from net loss.

Net sales increased in first quarter of 2020 compared to the first quarter of 2019 primarily due to an increase in our online sales offset by a decrease in our offline sales. Our online sales, which include our e-commerce, online marketplace sales channels and online advertising, contributed 92.9% of total net sales and our offline sales, which consist of our Kool-Vue® and wholesale operations, contributed 7.1% of total net sales. Our online sales increased by $13,857, or 20.5%, to $81,596 compared to the same period last year due to an increase in e-commerce sales primarily driven by our growth in private label sales.  Our offline sales decreased by $778, or 11.1%, to $6,222 compared to the same period last year primarily due to a decrease in sales from our wholesale operations. Gross profit increased by 47.9% to $29,779. The increase in gross profit is due to strong growth in private label sales, as well as an improved inventory mix.

Total expenses, which primarily consisted of cost of sales and operating expense,  increased in the first quarter of 2020 compared to the same period in 2019. The changes in both cost of sales and operating expense are described in further detail under — “Results of Operations” below.

We continue to pursue the following strategies in order to improve our operating performance:

·

We have returned to positive e-commerce growth by continuing to focus on making the auto parts purchasing process as easy and seamless as possible. We plan to continue to provide unique catalog content and provide better content on our websites with the goal of improving our ranking on the search results.

·

We continue to work to improve the website purchase experience for our customers by (1) helping our customers find the parts they want to buy by reducing failed searches and increasing user purchase confidence; (2) implementing guided navigation and custom buying experiences specific to strategic part names; (3) increasing order size across our sites through improved recommendation engines; (4) improving our site speed; and (5) creating a frictionless checkout experience for our customers. In addition, we intend to continue to improve our mobile enabled websites to take advantage of shifting consumer behaviors.

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These efforts are intended to increase the number of repeat purchases, as well as contribute to our sales growth.

·

We continue to work towards becoming one of the preferred low price options in the market for aftermarket auto parts and accessories. We also continue to offer lower prices by increasing foreign sourced private label products as they are generally less expensive and we believe provide better value for the consumer.  We believe our product offering will grow our sales and improve our margins.

·

We continue to increase product selection by being the first to market with many new SKUs. We currently have over 60,000 private label SKUs and over 740,000 branded SKUs in our product selection. We will continue to seek to add new categories and expand our existing specialty categories. We believe continued product expansion will increase the total number of orders and contribute to our sales growth. Additionally, we plan to continue to maintain certain in-stock inventory throughout the year to provide consistent service levels and improve customer experience.

·

We continue to implement cost saving measures.

Non-GAAP measures

Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” and other provisions of the Securities Exchange Act of 1934, as amended, define and prescribe the conditions for use of certain non-GAAP financial information. We provide EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. EBITDA consists of net loss before (a) interest expense, net; (b) income tax provision (benefit);  (c) depreciation and amortization expense; and (d) amortization of intangible assets; while Adjusted EBITDA consists of EBITDA before share-based compensation expense, and in 2019, costs related to our customs issues and employee transition costs.

The Company believes that these non-GAAP financial measures provide important supplemental information to management and investors. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with the GAAP results and the accompanying reconciliation to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting the Company’s business and results of operations.

Management uses Adjusted EBITDA as one measure of the Company’s operating performance because it assists in comparing the Company’s operating performance on a consistent basis by removing the impact of stock compensation expense and the costs associated with the customs issue, as well as other items that we do not believe are representative of our ongoing operating performance. Internally, this non-GAAP is also used by management for planning purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; and for evaluating the effectiveness of operational strategies. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the ongoing operations of companies in our industry.

This non-GAAP financial measure is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. In addition, the Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from the Company’s non-GAAP measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

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The table below reconciles net loss from operations to Adjusted EBITDA for the periods presented (in thousands):

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

March 28, 2020

 

March 30, 2019

Net loss

 

$

(978)

 

$

(3,581)

Depreciation & amortization

 

 

1,898

 

 

1,529

Amortization of intangible assets

 

 

25

 

 

25

Interest expense, net

 

 

659

 

 

407

Taxes

 

 

36

 

 

(280)

EBITDA

 

$

1,640

 

$

(1,900)

Stock compensation expense

 

$

2,663

 

$

550

Employee transition costs(1)

 

 

 —

 

 

986

Customs costs(2)

 

 

 —

 

 

266

Adjusted EBITDA

 

$

4,303

 

$

(98)


(1)

We incurred employee transition costs related to the transition of our executive management team including severance, recruiting, hiring bonus and relocation costs.

(2)

We incurred port and carrier fees and legal costs associated with our customs related issues. Refer to “Note 6 – Commitments and Contingencies” of our Notes to Consolidated Financial Statements for additional details.

 

Results of Operations

The following table sets forth selected statement of operations data for the periods indicated, expressed as a percentage of net sales:

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

    

March 28, 2020

    

March 30, 2019

 

Net sales

 

100.0

%  

100.0

%

Cost of sales

 

66.1

 

73.1

 

Gross profit

 

33.9

 

26.9

 

Operating expense

 

34.3

 

31.5

 

Loss from operations

 

(0.5)

 

(4.6)

 

Other income (expense):

 

  

 

  

 

Other income, net

 

0.1

 

 —

 

Interest expense

 

(0.8)

 

(0.6)

 

Total other expense, net

 

(0.7)

 

(0.6)

 

Loss before income taxes

 

(1.1)

 

(5.2)

 

Income tax provision (benefit)

 

0.0

 

(0.4)

 

Net loss

 

(1.1)

%  

(4.8)

%

 

Thirteen Weeks Ended March 28, 2020 Compared to the Thirteen Weeks Ended March 30, 2019

Net Sales and Gross Margin

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

    

March 28, 2020

    

March 30, 2019

    

 

 

(in thousands)

  

Net sales

 

$

87,818

  

$

74,739

  

Cost of sales

 

 

58,039

  

 

54,610

  

Gross profit

 

$

29,779

  

$

20,129

  

Gross margin

 

 

33.9

%  

 

26.9

 

Net sales increased $13,079,  or 17.5%,  for the first quarter of 2020 compared to the first quarter of 2019. Our net sales consisted of online sales, representing 92.9% of the total for the first quarter of 2020 (compared to 90.6% in the first quarter of 2019), and offline sales, representing 7.1% of the total for the first quarter of 2020 (compared to 9.4% in the first quarter of 2019). The net sales increase was due to an increase in online sales of $13,857, or 20.5%, offset by a

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decrease in offline sales of $778, or 11.1%. Our online sales channels increase was driven by an increase in e-commerce sales primarily driven by our growth in private label sales. The offline sales channel decreased primarily due to decreased sales to our wholesale customers.

Gross profit increased $9,650 or 47.9%, compared to the first quarter of 2019. Gross margin increased 700 basis points to 33.9% in the first quarter of 2020 compared to 26.9%  in the first quarter of 2019.  The increase in gross margin was due to strong growth in private label sales, as well as an improved inventory mix.

Operating Expense

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

    

March 28, 2020

    

March 30, 2019

    

 

 

(in thousands)

 

Operating expense

 

$

30,132

 

$

23,575

 

Percent of net sales

 

 

34.3

%  

 

31.5

%

 

Operating expense increased $6,557,  or 27.8%, for the first quarter of 2020 compared to the first quarter of 2019 primarily due to an increase in fulfillment expense as well as an increase in marketing expense. The increase in fulfillment expense was primarily due to a higher number of fulfilled orders as well as additional expenses incurred from our Las Vegas, Nevada distribution center that opened in the third quarter of 2019. The increase in marketing expense was primarily due to an increase in marketing spend.  

Total Other Expense, Net

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

    

March 28, 2020

    

March 30, 2019

    

 

 

(in thousands)

 

Other expense, net

 

$

(589)

 

$

(415)

 

Percent of net sales

 

 

(0.7)

%  

 

(0.6)

%

 

Total other expense, net, increased $174, or 41.9%, for the first quarter of 2020 compared to the first quarter of 2019 primarily due to an increase in interest expense attributable to a higher letters of credit balance.

Income Tax Provision (Benefit)

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

    

March 28, 2020

    

March 30, 2019

    

 

 

(in thousands)

 

Income tax provision (benefit)

 

$

36

 

$

(280)

 

Percent of net sales

 

 

0.0

%  

 

(0.4)

%

 

For the thirteen weeks ended March 28, 2020, the effective tax rate for the Company’s operations was (3.8)%.  The effective tax rate for the thirteen weeks ended March 28, 2020 differed from the U.S. federal statutory rate primarily due to state income taxes, share-based compensation that is either not deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount, and a change in the valuation allowance that offset the tax benefit of the current period pre-tax loss.

For the thirteen weeks ended March 30, 2019, the effective tax rate for the Company’s operations was 7.3%. The effective tax rate for the thirteen weeks ended March 30, 2019 differed from the U.S. federal statutory rate primarily due to state income taxes and share-based compensation that is either non-deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount.

The Company accounts for income taxes in accordance with ASC Topic 740 - Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. We currently have a full valuation allowance against our deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the thirteen weeks ended March 28, 2020, there was no material change from fiscal year ended 2019 in the amount of the Company's deferred tax assets that are more likely than not to be realized in future years.

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On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act contains numerous income tax provisions, such as relaxing limitations on the deductibility of interest and the use of net operating losses arising in taxable years beginning after December 31, 2017. The CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a cash benefit due to the existence of previously incurred losses.

Foreign Currency

The impact of foreign currency is related to our offshore operations in the Philippines and sales of our products in Canada and was not material to our operations.

Liquidity and Capital Resources

Sources of Liquidity

During the thirteen weeks ended March 28, 2020 and March 30, 2019, we primarily funded our operations with cash and cash equivalents generated from operations as well as through borrowing under our credit facility. We had cash and cash equivalents of $14,148 as of March 28, 2020, representing a $11,875 increase from $2,273 of cash as of December 28, 2019. The cash increase was primarily the result of the increase in net cash provided by operating activities. Based on our current operating plan, and despite the current uncertainty resulting from the COVID-19 pandemic, we believe that our existing cash and cash equivalents, investments, cash flows from operations and available funds under our credit facility will be sufficient to finance our operations through at least the next twelve months (see “Debt and Available Borrowing Resources” and “Funding Requirements” below).

As of March 28, 2020, our credit facility provided for a revolving commitment of up to $30,000 subject to a borrowing base derived from certain of our receivables, inventory and property and equipment (see “Debt and Available Borrowing Resources” below).

Working Capital

As of March 28, 2020 and December 28, 2019, our working capital was $4,036 and $2,427, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital.

Cash Flows

The following table summarizes the key cash flow metrics from our consolidated statements of cash flows for the thirteen weeks ended March 28, 2020 and March 30, 2019 (in thousands):

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

    

March 28, 2020

    

March 30, 2019

Net cash provided by operating activities

 

$

14,299

 

$

4,875

Net cash used in investing activities

 

 

(2,050)

 

 

(1,587)

Net cash used in financing activities

 

 

(368)

 

 

(477)

Effect of exchange rate changes on cash

 

 

(6)

 

 

(7)

Net change in cash and cash equivalents

 

$

11,875