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 September 28, 2019
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
U.S. AUTO PARTS NETWORK, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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68‑0623433
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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16941 Keegan Avenue, Carson, CA 90746
(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.
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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:
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Title of each class:
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Trading Symbol:
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Name of Exchange on which registered:
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Common Stock, $0.001 par value per share
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PRTS
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The Nasdaq Stock Market LLC
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As of October 31, 2019, the registrant had 35,956,453 shares of common stock outstanding, $0.001 par value.
U.S. AUTO PARTS NETWORK, INC.
QUARTERLY REPORT ON FORM 10‑Q
FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2019
TABLE OF CONTENTS
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 wholly-owned and majority-owned 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.
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 including our litigation with U.S. customs, the anticipated impact of the issues we are experiencing with U.S. customs including the related trademark issues, product offerings, customers and suppliers, 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.
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)
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September 28,
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December 29,
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2019
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2018
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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1,108
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$
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2,031
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Short-term investments
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3
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1
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Accounts receivable, net
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4,349
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3,727
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Inventory
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47,699
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49,626
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Other current assets
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4,224
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3,400
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Total current assets
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57,383
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58,785
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Deferred income taxes
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22,463
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21,833
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Property and equipment, net
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9,806
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15,184
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Right-of-use - assets - operating leases, net
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5,047
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—
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Right-of-use - assets - financing leases, net
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9,089
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—
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Other non-current assets
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1,782
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2,163
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Total assets
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$
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105,570
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$
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97,965
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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35,777
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$
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34,039
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Accrued expenses
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12,566
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10,247
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Current portion of capital leases payable
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—
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594
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Customer deposits
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—
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521
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Notes payable, current portion
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606
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—
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Right-of-use - obligation - operating, current
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1,573
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—
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Right-of-use - obligation - finance, current
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686
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—
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Other current liabilities
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3,078
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2,918
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Total current liabilities
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54,286
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48,319
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Capital leases payable, net of current portion
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—
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8,559
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Notes payable, non-current portion
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1,078
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Right-of-use - obligation - operating, non-current
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3,714
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—
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Right-of-use - obligation - finance, non-current
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8,599
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—
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Other non-current liabilities
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2,155
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2,265
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Total liabilities
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69,832
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59,143
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Commitments and contingencies
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Stockholders’ equity:
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Series A convertible preferred stock, $0.001 par value; $1.45 per share liquidation value or aggregate of $6,017; 4,150 shares authorized; 2,771 shares issued and outstanding at both September 28, 2019 and December 29, 2018
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3
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3
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Common stock, $0.001 par value; 100,000 shares authorized; 35,924 and 34,992 shares issued and outstanding at September 28, 2019 and December 29, 2018 (of which 2,525 are treasury stock)
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38
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38
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Common stock dividend
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41
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—
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Treasury stock
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(7,146)
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(7,146)
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Additional paid-in capital
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184,992
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183,139
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Accumulated other comprehensive income
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560
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579
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Accumulated deficit
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(142,750)
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(137,791)
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Total stockholders’ equity
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35,738
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38,822
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Total liabilities and stockholders' equity
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$
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105,570
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$
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97,965
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See accompanying notes to consolidated financial statements (unaudited).
U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(Unaudited, in Thousands, Except Per Share Data)
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Thirteen Weeks Ended
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Thirty-Nine Weeks Ended
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September 28,
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September 29,
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September 28,
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September 29,
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2019
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2018
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2019
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2018
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(As Restated)
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(As Restated)
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Net sales
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$
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69,273
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$
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69,463
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$
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217,698
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$
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224,821
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Cost of sales (1)
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48,130
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51,049
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154,663
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162,666
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Gross profit
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21,143
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18,414
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63,035
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62,155
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Operating expenses:
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Marketing
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11,034
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9,212
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34,023
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29,012
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General and administrative
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4,068
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4,297
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13,658
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13,923
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Fulfillment
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6,268
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5,034
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17,664
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16,276
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Technology
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1,206
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1,035
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3,724
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3,121
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Amortization of intangible assets
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25
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46
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75
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140
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Total operating expenses
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22,601
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19,624
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69,144
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62,472
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(Loss) income from operations
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(1,458)
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|
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(1,210)
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(6,109)
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|
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(317)
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Other income (expense):
|
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|
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|
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Other, net
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(1)
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1,402
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41
|
|
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1,396
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Interest expense
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(517)
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(364)
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(1,411)
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(1,218)
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Total other expense, net
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(518)
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|
1,038
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(1,370)
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|
178
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|
(Loss) income before income taxes
|
|
|
(1,976)
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|
|
(172)
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|
|
(7,479)
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|
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(139)
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Income tax (benefit) provision
|
|
|
(552)
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|
|
8
|
|
|
(1,018)
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|
|
270
|
|
Net loss
|
|
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(1,424)
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|
|
(180)
|
|
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(6,461)
|
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(409)
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|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
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|
19
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|
9
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|
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(19)
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51
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|
Total other comprehensive income
|
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|
19
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|
9
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(19)
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|
|
51
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|
Comprehensive loss
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$
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(1,405)
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|
$
|
(171)
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$
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(6,480)
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$
|
(358)
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|
Loss from continuing operations per share:
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|
|
|
|
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Basic and diluted net loss per share
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$
|
(0.04)
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$
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(0.01)
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$
|
(0.18)
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$
|
(0.02)
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|
Weighted average common shares outstanding:
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|
|
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|
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Shares used in computation of basic and diluted net loss per share
|
|
|
35,856
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|
|
34,983
|
|
|
35,623
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|
|
34,925
|
|
(1)
| |
Excludes depreciation and amortization expense which is included in marketing, general and administrative and fulfillment expense. |
See accompanying notes to consolidated financial statements (unaudited).
U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Additional
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Stock
|
|
Other
|
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Total
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Paid-in-
|
|
Treasury
|
|
Dividend
|
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Comprehensive
|
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Accumulated
|
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Stockholders’
|
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|
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
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Capital
|
|
Stock
|
|
Distributable
|
|
Income (Loss)
|
|
Deficit
|
|
Equity
|
|
Balance as originally stated at December 30, 2017
|
|
2,771
|
|
$
|
3
|
|
34,666
|
|
$
|
37
|
|
$
|
179,906
|
|
$
|
(7,146)
|
|
|
—
|
|
$
|
557
|
|
$
|
(132,996)
|
|
$
|
40,361
|
|
Effect of new accounting adoption
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|
255
|
|
Balance as currently stated at December 30, 2017
|
|
2,771
|
|
|
3
|
|
34,666
|
|
|
37
|
|
|
179,906
|
|
|
(7,146)
|
|
|
—
|
|
|
557
|
|
|
(132,741)
|
|
|
40,616
|
|
Net Income
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
568
|
|
|
568
|
|
Issuance of shares in connection with restricted stock units vesting
|
|
—
|
|
|
—
|
|
438
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Minimum tax withholding on RSU's
|
|
—
|
|
|
—
|
|
(166)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Minimum tax withholdings on options exercised
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(395)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395)
|
|
Issuance of shares in connection with BOD fees
|
|
—
|
|
|
—
|
|
1
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,002
|
|
Common stock dividend on preferred stock
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39)
|
|
|
(39)
|
|
Effect of changes in foreign currencies
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
Balance, March 31, 2018
|
|
2,771
|
|
|
3
|
|
34,939
|
|
|
37
|
|
|
180,517
|
|
|
(7,146)
|
|
|
—
|
|
|
579
|
|
|
(132,212)
|
|
|
41,778
|
|
Effect of new accounting adoption
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Balance as currently stated at March 31, 2018
|
|
2,771
|
|
|
3
|
|
34,939
|
|
|
37
|
|
|
180,517
|
|
|
(7,146)
|
|
|
—
|
|
|
579
|
|
|
(132,212)
|
|
|
41,778
|
|
Net loss
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(797)
|
|
|
(797)
|
|
Issuance of shares in connection with restricted stock units vesting
|
|
—
|
|
|
—
|
|
33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Minimum tax withholding on RSU’s
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(35)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35)
|
|
Issuance of shares in connection with BOD fees
|
|
—
|
|
|
—
|
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
156
|
|
Common stock dividend on preferred stock
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41)
|
|
|
(41)
|
|
Effect of changes in foreign currencies
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
Balance, June 30, 2018
|
|
2,771
|
|
$
|
3
|
|
34,974
|
|
$
|
37
|
|
$
|
180,642
|
|
$
|
(7,146)
|
|
$
|
—
|
|
$
|
603
|
|
$
|
(133,050)
|
|
$
|
41,089
|
|
Net loss
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180)
|
|
|
(180)
|
|
Issuance of shares in connection with restricted stock units vesting
|
|
—
|
|
|
—
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuance of shares in connection with BOD fees
|
|
—
|
|
|
—
|
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
580
|
|
Common stock dividend on preferred stock
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41)
|
|
|
(41)
|
|
Effect of changes in foreign currencies
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
Balance, September 29, 2018
|
|
2,771
|
|
$
|
3
|
|
34,985
|
|
$
|
37
|
|
$
|
181,226
|
|
$
|
(7,146)
|
|
$
|
—
|
|
$
|
612
|
|
$
|
(133,271)
|
|
$
|
41,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 stated 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
|
|
Net Loss
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,457)
|
|
|
(1,457)
|
|
Issuance of shares in connection with restricted stock units vesting
|
|
—
|
|
|
—
|
|
348
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
Issuance of shares in connection with BOD fees
|
|
—
|
|
|
—
|
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
625
|
|
Issuance of shares related to dividends on preferred stock
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41)
|
|
|
(41)
|
|
Common stock dividend on preferred stock
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
Effect of changes in foreign currencies
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33)
|
|
|
—
|
|
|
(33)
|
|
Balance, June 29, 2019
|
|
2,771
|
|
|
3
|
|
35,784
|
|
|
38
|
|
|
184,037
|
|
|
(7,146)
|
|
|
40
|
|
|
541
|
|
|
(141,286)
|
|
|
36,227
|
|
Net loss
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,424)
|
|
|
(1,424)
|
|
Issuance of shares in connection with stock option exercise
|
|
—
|
|
|
—
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
Issuance of shares in connection with restricted stock units vesting
|
|
—
|
|
|
—
|
|
2
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
Issuance of shares in connection with BOD fees
|
|
—
|
|
|
—
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
Share-based compensation
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
813
|
|
Issuance of shares related to dividends on preferred stock
|
|
—
|
|
|
—
|
|
33
|
|
|
—
|
|
|
39
|
|
|
—
|
|