UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
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CARPARTS.COM, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED OCTOBER 2, 2021
TABLE OF CONTENTS
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4 | ||
Consolidated Balance Sheets (Unaudited) at October 2, 2021 and January 2, 2021 | 4 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 | |
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45 |
Unless the context requires otherwise, as used in this report, the terms “CarParts.com,” the “Company,” “we,” “us” and “our” refer to CarParts.com, Inc. and its subsidiaries. Unless otherwise stated, all amounts are presented in thousands.
Carparts.com™, Kool-Vue®, JC Whitney®, Evan Fischer®, SureStop®, TrueDrive®, DriveWire™, and DriveMotive™, amongst others, are our current and pending trademarks in the United States. All other trademarks and trade names appearing in this report are the property of their respective owners.
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
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
CARPARTS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, In Thousands, Except Par Value and Per Share Liquidation Value)
October 2, | January 2, | |||||
| 2021 |
| 2021 | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
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Inventory, net |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use - assets - operating leases, net | | | ||||
Right-of-use - assets - finance leases, net | | | ||||
Other non-current assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued expenses |
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Customer deposits |
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Right-of-use - obligation - operating, current | | | ||||
Right-of-use - obligation - finance, current | | | ||||
Other current liabilities |
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Total current liabilities |
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Right-of-use - obligation - operating, non-current | | | ||||
Right-of-use - obligation - finance, non-current | | | ||||
Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, $ |
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Treasury stock |
| ( |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
| ( |
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Accumulated deficit |
| ( |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity | $ | | $ | |
See accompanying notes to consolidated financial statements (unaudited).
4
CARPARTS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(Unaudited, in Thousands, Except Per Share Data)
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||
October 2, | September 26, | October 2, | September 26, | |||||||||
| 2021 |
| 2020 |
| 2021 |
| 2020 | |||||
Net sales | $ | | $ | | $ | | $ | | ||||
Cost of sales (1) |
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Gross profit |
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Operating expense |
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(Loss) income from operations |
| ( |
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Other income (expense): |
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Other, net |
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Interest expense |
| ( |
| ( |
| ( |
| ( | ||||
Total other expense, net |
| ( |
| ( |
| ( |
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(Loss) income before income taxes |
| ( |
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Income tax provision |
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Net (loss) income |
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Other comprehensive gain (loss): |
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Foreign currency translation adjustments |
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| ( |
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Unrealized (loss) gain on deferred compensation trust assets |
| ( |
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Total other comprehensive gain (loss) |
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| ( |
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| ( | ||||
Comprehensive (loss) income | $ | ( | $ | | $ | ( | $ | | ||||
Net (loss) income per share: | ||||||||||||
Basic net (loss) income per share | $ | ( | $ | | $ | ( | $ | | ||||
Diluted net (loss) income per share | $ | ( | $ | | $ | ( | $ | | ||||
Weighted-average common shares outstanding: |
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Shares used in computation of basic net (loss) income per share |
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Shares used in computation of diluted net (loss) income per share |
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(1) |
See accompanying notes to consolidated financial statements (unaudited).
5
CARPARTS.COM, 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, December 28, 2019 | | $ | | | $ | | $ | | $ | ( | $ | | $ | ( | $ | | |||||||||
Net loss | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with restricted stock units vesting | — | — | | | ( | — | — | — | ( | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Common stock dividend on preferred stock | — | — | | — | | — | — | ( | ( | ||||||||||||||||
Conversion of preferred stock | ( | — | | — | — | — | — | — | — | ||||||||||||||||
Unrealized loss on deferred compensation trust assets | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Balance, March 28, 2020 |
| | | | | | ( | | ( | | |||||||||||||||
Net income | — | — | — | — | — | — | — | | | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with restricted stock units vesting | — | — | | — | ( | — | — | — | ( | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Issuance of series A convertible preferred stock | — | — | — | — | — | — | — | — | — | ||||||||||||||||
Dividend on preferred stock | — | — | | — | — | — | — | ( | ( | ||||||||||||||||
Conversion of preferred stock | ( | ( | | | — | — | — | — | — | ||||||||||||||||
Unrealized gain on deferred compensation trust assets | — | — | — | — | — | — | | — | | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Balance, June 27, 2020 | — | — | | | | ( | | ( | | ||||||||||||||||
Net income | — | — | — | — | — | — | — | | | ||||||||||||||||
Issuance of common stock, net of underwriters' offering expenses and commissions | — | — | | | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | — | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with restricted stock units vesting | — | — | | — | ( | — | — | — | ( | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Unrealized gain on deferred compensation trust assets | — | — | — | — | — | — | | — | | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Balance, September 26, 2020 | — | — | | | | ( | | ( | | ||||||||||||||||
Balance, January 2, 2021 | | | | | | ( | ( | ( | | ||||||||||||||||
Net loss | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | — | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with restricted stock units vesting | — | — | | | ( | — | — | — | ( | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | — | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Unrealized gain on deferred compensation trust assets | — | — | — | — | — | — | | — | | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | | — | | ||||||||||||||||
Balance, April 3, 2021 | — | — | | | | ( | ( | ( | | ||||||||||||||||
Net income | — | — | — | — | — | — | — | | | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | | | — | — | — | | ||||||||||||||||
Issuance of stock awards | — | — | | — | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | — | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Unrealized gain on deferred compensation trust assets | — | — | — | — | — | — | | — | | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | | — | | ||||||||||||||||
Balance, July 3, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | | |||||||||
Net loss | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | | — | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with restricted stock units vesting | — | — | | — | — | — | — | — | — | ||||||||||||||||
Issuance of stock awards | — | — | | — | | — | — | — | | ||||||||||||||||
Issuance of shares in connection with BOD fees | — | — | — | — | | — | — | — | | ||||||||||||||||
Share-based compensation | — | — | — | — | | — | — | — | | ||||||||||||||||
Unrealized loss on deferred compensation trust assets | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | — | — | | — | | ||||||||||||||||
Balance, October 2, 2021 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | $ | |
See accompanying notes to consolidated financial statements (unaudited).
6
CARPARTS.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, In Thousands)
Thirty-Nine Weeks Ended | ||||||
October 2, | September 26, | |||||
| 2021 |
| 2020 | |||
Operating activities | ||||||
Net (loss) income | $ | ( | $ | | ||
Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: | ||||||
Depreciation and amortization expense |
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Amortization of intangible assets |
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Share-based compensation expense |
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Stock awards issued for non-employee director service |
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Loss from disposition of assets |
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Amortization of deferred financing costs |
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Changes in operating assets and liabilities: | ||||||
Accounts receivable |
| ( |
| ( | ||
Inventory |
| ( |
| ( | ||
Other current assets |
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Other non-current assets |
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| ( | ||
Accounts payable and accrued expenses |
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Other current liabilities |
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Right-of-use obligation - operating leases - current | | | ||||
Right-of-use obligation - operating leases - long-term | ( | ( | ||||
Other non-current liabilities |
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Net cash (used) provided by operating activities |
| ( |
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Investing activities | ||||||
Additions to property and equipment |
| ( |
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Proceeds from sale of property and equipment |
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Net cash used in investing activities |
| ( |
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Financing activities | ||||||
Borrowings from revolving loan payable |
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Payments made on revolving loan payable |
| ( |
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Proceeds from notes payable | — | | ||||
Payments of notes payable | — | ( | ||||
Payments on finance leases |
| ( |
| ( | ||
Net proceeds from issuance of common stock | — | | ||||
Statutory tax withholding payment for share-based compensation |
| ( |
| ( | ||
Proceeds from exercise of stock options |
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Preferred stock dividends paid |
| — |
| ( | ||
Net cash provided by financing activities |
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Effect of exchange rate changes on cash |
| ( |
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Net change in cash and cash equivalents |
| ( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period | $ | | $ | | ||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Right-of-use operating asset acquired | $ | | $ | | ||
Right-of-use finance asset acquired | $ | | $ | | ||
Accrued asset purchases | $ | | $ | | ||
Share-based compensation expense capitalized in property and equipment | $ | | $ | | ||
Stock issued for services | $ | | $ | — | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid during the period for income taxes | $ | | $ | | ||
Cash paid during the period for interest | $ | | $ | |
See accompanying notes to consolidated financial statements (unaudited).
7
CARPARTS.COM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In Thousands, Except Per Share Data)
Note 1 – Basis of Presentation and Description of Company
CarParts.com, Inc. (including its subsidiaries) is a leading online provider of aftermarket auto parts and accessories. The Company sells its products primarily to individual consumers through its flagship website located at www.carparts.com and online marketplaces. Our corporate website is also located at www.carparts.com/investor. References to the “Company,” “we,” “us,” or “our” refer to CarParts.com, Inc. and its consolidated subsidiaries.
The Company’s products consist of replacement parts serving the wear and tear and body repair market, hard parts to serve the maintenance and repair market, and performance parts and accessories. The replacement parts category is primarily comprised of body parts for the exterior of an automobile as well as certain other mechanical or electrical parts that are not related to the functioning of the engine or drivetrain. Our parts in this category typically replace original body parts that have been damaged as a result of general wear and tear or a collision. In addition, we sell an extensive line of mirror products, including parts from our own house brand called Kool-Vue®, which are marketed and sold as aftermarket replacement parts and as upgrades to existing parts. The hard parts category is primarily comprised of engine components and other mechanical and electrical parts including our house brand of catalytic converters called Evan Fischer®. These hard parts serve as replacement parts that 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, including parts from our own house brand, JC Whitney®. 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 October 2, 2021 and the consolidated results of operations and cash flows for the thirteen and thirty-nine weeks ended October 2, 2021 and September 26, 2020. 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 January 2, 2021, which was filed with the SEC on March 16, 2021 and all our other periodic filings, including Current Reports on Form 8-K, filed with the SEC after the end of our 2020 fiscal year, and throughout the date of this report.
During the thirteen and thirty-nine weeks ended October 2, 2021, the Company incurred a net loss of $
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 $
8
our outstanding revolving loan balance was $
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
Note 3 – Stockholders’ Equity and Share-Based Compensation
Options and Restricted Stock Units
The Company had the following common stock option activity during the thirty-nine weeks ended October 2, 2021:
● | Granted options to purchase |
● | Exercise of |
● | Forfeiture of |
● | Expiration of |
The following table summarizes the Company’s restricted stock unit ("RSU") activity for the thirty-nine weeks ended October 2, 2021, and details regarding the awards outstanding and exercisable as of October 2, 2021 (in thousands):
Weighted Average | ||||||||||
Weighted | Remaining | |||||||||
Average | Contractual | Aggregate | ||||||||
| Shares |
| Exercise Price |
| Term (in years) |
| Intrinsic Value | |||
Vested and expected to vest as of January 2, 2021 | |
| $ | — | ||||||
Awarded | |
| $ | — | ||||||
Vested | ( |
| $ | — | ||||||
Forfeited | ( |
| $ | — | ||||||
Awards outstanding, October 2, 2021 | |
| $ | — |
| $ | | |||
Vested and expected to vest as of October 2, 2021 | |
| $ | — |
| $ | |
During the thirty-nine weeks ended October 2, 2021,
9
For the thirteen and thirty-nine weeks ended October 2, 2021, we recorded compensation costs related to stock options and RSUs of $
Note 4 – Net (Loss) Income Per Share
The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands, except per share data):
| Thirteen Weeks Ended |
| Thirty-Nine Weeks Ended | |||||||||
| October 2, 2021 |
| September 26, 2020 |
| October 2, 2021 |
| September 26, 2020 | |||||
Net (loss) income per share: |
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Numerator: |
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Net (loss) income | $ | ( | $ | | ( |