Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Oct. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'PRTS | ' |
Entity Registrant Name | 'U.S. Auto Parts Network, Inc. | ' |
Entity Central Index Key | '0001378950 | ' |
Current Fiscal Year End Date | '--12-29 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,267,639 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,099 | $1,030 |
Short-term investments | 93 | 110 |
Accounts receivable, net of allowances of $245 and $221 at September 28, 2013 and December 29, 2012, respectively | 5,044 | 7,431 |
Inventory | 40,177 | 42,727 |
Deferred income taxes | 54 | 39 |
Other current assets | 3,716 | 4,176 |
Total current assets | 50,183 | 55,513 |
Property and equipment, net | 20,408 | 28,559 |
Intangible assets, net | 1,683 | 3,227 |
Other non-current assets | 1,472 | 1,578 |
Total assets | 73,746 | 88,877 |
Current liabilities: | ' | ' |
Accounts payable | 20,505 | 28,025 |
Accrued expenses | 6,820 | 10,485 |
Revolving loan payable | 8,299 | 16,222 |
Current portion of capital leases payable | 285 | 70 |
Other current liabilities | 3,873 | 4,738 |
Total current liabilities | 39,782 | 59,540 |
Capital leases payable, net of current portion | 9,558 | 70 |
Deferred income taxes | 437 | 314 |
Other non-current liabilities | 2,175 | 1,309 |
Total liabilities | 51,952 | 61,233 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; 100,000 shares authorized; 33,219 and 31,128 shares issued and outstanding at September 28, 2013 and December 29, 2012, respectively | 33 | 31 |
Additional paid-in-capital | 168,263 | 159,781 |
Accumulated other comprehensive income | 419 | 384 |
Accumulated deficit | -146,985 | -132,552 |
Total stockholders' equity | 21,794 | 27,644 |
Total liabilities and stockholders' equity | 73,746 | 88,877 |
Series A Convertible Preferred Stock [Member] | ' | ' |
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; 4,150 and 0 shares issued and outstanding at September 28, 2013 and December 29, 2012, respectively | 4 | ' |
Common stock dividend distributable on Series A convertible preferred stock | $60 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Accounts receivable, allowances | $245 | $221 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 33,219 | 31,128 |
Common stock, shares outstanding | 33,219 | 31,128 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Series A convertible preferred stock, par value | $0.00 | $0.00 |
Share liquidation value | $1.45 | $1.45 |
Share aggregate value | $6,017 | $6,017 |
Series A convertible preferred stock, shares authorized | 4,150 | 4,150 |
Series A convertible preferred stock, shares issued | 4,150 | 0 |
Series A convertible preferred stock, shares outstanding | 4,150 | 0 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net sales | $61,724 | $73,014 | $195,018 | $241,169 | ||||
Cost of sales | 43,817 | [1] | 50,121 | [1] | 138,360 | [1] | 167,307 | [1] |
Gross profit | 17,907 | 22,893 | 56,658 | 73,862 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Marketing | 9,385 | 12,909 | 31,762 | 39,337 | ||||
General and administrative | 4,261 | 4,926 | 13,626 | 15,510 | ||||
Fulfillment | 4,217 | 5,685 | 14,589 | 17,242 | ||||
Technology | 1,204 | 1,590 | 4,035 | 4,826 | ||||
Amortization of intangible assets | 86 | 331 | 299 | 1,012 | ||||
Impairment loss on property and equipment | ' | ' | 4,832 | 0 | ||||
Impairment loss on intangible assets | ' | ' | 1,245 | 0 | ||||
Total operating expenses | 19,153 | 25,441 | 70,388 | 77,927 | ||||
Loss from operations | -1,246 | -2,548 | -13,730 | -4,065 | ||||
Other income (expense): | ' | ' | ' | ' | ||||
Other income (expense), net | 135 | -1 | 214 | 34 | ||||
Interest expense | -287 | -121 | -702 | -511 | ||||
Loss on debt extinguishment | ' | ' | ' | -360 | ||||
Total other expense, net | -152 | -122 | -488 | -837 | ||||
Loss before income taxes | -1,398 | -2,670 | -14,218 | -4,902 | ||||
Income tax provision | 1 | 41 | 91 | 293 | ||||
Net loss | -1,399 | -2,711 | -14,309 | -5,195 | ||||
Other comprehensive income, net of tax: | ' | ' | ' | ' | ||||
Foreign currency translation adjustments | 6 | 11 | 31 | 35 | ||||
Unrealized gains on investments | 2 | 1 | 4 | 30 | ||||
Total other comprehensive income | 8 | 12 | 35 | 65 | ||||
Comprehensive loss | ($1,391) | ($2,699) | ($14,274) | ($5,130) | ||||
Basic and diluted net loss per share | ($0.04) | ($0.09) | ($0.44) | ($0.17) | ||||
Shares used in computation of basic and diluted net loss per share | 33,218 | 30,854 | 32,493 | 30,716 | ||||
[1] | Excludes depreciation and amortization expense which is included in marketing, general and administrative and fulfillment expense as described in "Note 1 - Summary of Significant Accounting Policies and Nature of Operations" below. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Operating activities | ' | ' |
Net loss | ($14,309) | ($5,195) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 9,736 | 11,533 |
Amortization of intangible assets | 299 | 1,012 |
Impairment loss on property and equipment | 4,832 | 0 |
Impairment loss on intangible assets | 1,245 | 0 |
Deferred income taxes | 109 | 374 |
Share-based compensation expense | 1,065 | 1,408 |
Stock awards issued for non-employee director service | 31 | 43 |
Amortization of deferred financing costs | 61 | 69 |
Loss on debt extinguishment | ' | 360 |
(Gain) loss from disposition of assets | -39 | 4 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 2,536 | -661 |
Inventory | 2,550 | 3,588 |
Other current assets | 475 | -881 |
Other non-current assets | 142 | ' |
Accounts payable and accrued expenses | -10,303 | -12,138 |
Other current liabilities | -864 | -3,659 |
Other non-current liabilities | 515 | 446 |
Net cash used in operating activities | -1,919 | -3,697 |
Investing activities | ' | ' |
Additions to property and equipment | -6,679 | -7,853 |
Proceeds from sale of property and equipment | 42 | 14 |
Cash paid for intangible assets | ' | -16 |
Proceeds from sale of marketable securities and investments | ' | 3,171 |
Purchases of marketable securities and investments | -4 | -8 |
Purchases of company-owned life insurance | -106 | -166 |
Net cash used in investing activities | -6,747 | -4,858 |
Financing activities | ' | ' |
Borrowings from revolving loan payable | 16,667 | 23,061 |
Payments made on revolving loan payable | -24,590 | -5,935 |
Proceeds from sale leaseback transaction | 9,584 | ' |
Payments made on long-term debt | ' | -17,875 |
Payment of debt extinguishment costs | ' | -175 |
Payments of debt financing costs | ' | -359 |
Payments on capital leases | -126 | -104 |
Proceeds from exercise of stock options | 22 | 663 |
Net cash provided by (used in) financing activities | 8,739 | -724 |
Effect of exchange rate changes on cash | -4 | 20 |
Net change in cash and cash equivalents | 69 | -9,259 |
Cash and cash equivalents, beginning of period | 1,030 | 10,335 |
Cash and cash equivalents, end of period | 1,099 | 1,076 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Accrued asset purchases | 848 | 2,164 |
Property acquired under capital lease | 322 | 104 |
Unrealized gain on investments | 4 | 30 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash received (paid) during the period for income taxes | 32 | -17 |
Cash paid during the period for interest | -628 | -293 |
Common Stock [Member] | ' | ' |
Financing activities | ' | ' |
Proceeds from issuance of common stock | 2,235 | ' |
Payment of issuance costs | -223 | ' |
Series A Convertible Preferred Stock [Member] | ' | ' |
Financing activities | ' | ' |
Proceeds from issuance of Series A convertible preferred stock | 6,017 | ' |
Payment of issuance costs | ($847) | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies and Nature of Operations | ' | ||||||||
Note 1 – Summary of Significant Accounting Policies and Nature of Operations | |||||||||
U.S. Auto Parts Network, Inc. (including its subsidiaries) is a distributor 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. Through AutoMD.com, the Company educates consumers on maintenance and service of their vehicles. The site provides auto information, with tools for diagnosing car troubles, locating repair shops and do-it-yourself (“DIY”) repair guides. Our flagship websites are located at www.autopartswarehouse.com, www.jcwhitney.com and www.AutoMD.com and our corporate website is located at www.usautoparts.net. 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 body parts, engine parts, performance parts and accessories. The body parts category is primarily comprised of 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, which are often referred to as hard parts. 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 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 Carson, California. The Company also has employees located in Kansas, Virginia, Tennessee, Texas, Wyoming, Illinois and Ohio, as well as in 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 September 28, 2013 and the consolidated results of operations for the thirteen and thirty-nine weeks ended September 28, 2013 and September 29, 2012, and cash flows for the thirty-nine weeks ended September 28, 2013 and September 29, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company’s results of operations for the thirteen and thirty-nine weeks ended September 28, 2013 are not necessarily indicative of those to be expected for the entire fiscal year. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 29, 2012, which was filed with the SEC on March 25, 2013. | |||||||||
During the thirteen and thirty-nine weeks ended September 28, 2013, the Company’s revenues declined by 15.5% and 19.1%, respectively, compared to the same periods in 2012. Additionally, the Company incurred a net loss of $1,399 and $14,309 for the thirteen and thirty-nine weeks ended September 28, 2013, respectively, after incurring net losses of $35,978 and $15,137 in fiscal years 2012 and 2011, respectively. 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. We expect the decrease in our revenues and net loss to be significantly lower in the fourth quarter of 2013 compared to the fourth quarter of 2012. Should the Company’s expected trend in the fourth quarter of 2013 worsen in 2014, it could negatively impact our liquidity as we may not be able to provide positive cash flows from operations in order to meet our working capital requirements. We may need to borrow additional funds from our credit facility, which under certain circumstances may not be available, sell our assets or seek equity or additional debt financing in the future. There can be no assurance that we would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all. If our expected downward trend in revenues, and net loss continues for longer than we expect because our strategies to return to positive sales growth and profitability are not successful or otherwise, and if we are not able to raise adequate additional financing or proceeds from asset sales to continue to fund our ongoing operations, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations. | |||||||||
Fiscal Periods | |||||||||
The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. Quarterly periods are based on the thirteen weeks ending on the Saturday closest to the calendar quarter end date. | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, but are not limited to, those related to revenue recognition, uncollectible receivables, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible assets and other long-lived assets, recoverability of software development costs, contingencies and share-based compensation expense that results from estimated grant date fair values, vesting of issued equity awards and modification of awards. Actual results could differ from these estimates. | |||||||||
Statement of Cash Flows | |||||||||
The net change in the Company’s book overdraft is presented net of accounts payable in the operating activity of the consolidated statement of cash flows. The book overdraft represents a credit balance in the Company’s general ledger but the Company has a positive bank account balance. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all money market funds and short-term investments purchased with original maturities of ninety days or less to be cash equivalents. | |||||||||
Fair Value of Financial Instruments | |||||||||
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value at September 28, 2013 and December 29, 2012 due to their short-term maturities. Marketable securities and investments are carried at fair value, as discussed below. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. If the Company’s revolving loan payable (see “Note 6 – Borrowings”) had been measured at fair value at September 28, 2013, it would be categorized in Level 2 of the fair value hierarchy, as the estimated value would be based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same or similar terms. Accordingly, financial instruments that are not measured at fair value include accounts receivable, accounts payable and debt. Refer to “Note 3 – Fair Value Measurements” for additional fair value information. | |||||||||
Accounts Receivable and Concentration of Credit Risk | |||||||||
Accounts receivable are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers primarily based on the volume purchased by the customer, customer creditworthiness and past transaction history. | |||||||||
Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. | |||||||||
Marketable Securities and Investments | |||||||||
Marketable securities and investments are comprised of closed-end funds primarily invested in mutual funds. Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | |||||||||
Other-Than-Temporary Impairment | |||||||||
All of the Company’s marketable securities and investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. No other-than-temporary impairment charges were recorded on any investments during the thirty-nine week periods ended September 28, 2013 and September 29, 2012. | |||||||||
Inventory | |||||||||
Inventories consist of finished goods available-for-sale and are stated at the lower of cost or market value, determined using the first-in first-out (“FIFO”) method. The Company purchases inventory from suppliers both domestically and internationally, and routinely enters into supply agreements with U.S.–based suppliers and its primary drop-ship vendors. The Company believes that its products are generally available from more than one supplier and seeks to maintain multiple sources for its products, both internationally and domestically. The Company primarily purchases products in bulk quantities to take advantage of quantity discounts and to ensure inventory availability. Inventory is reported at the lower of cost or market, adjusted for slow moving, obsolete or scrap product. Inventory at September 28, 2013 and December 29, 2012 was $40,177 and $42,727, respectively, which included items in-transit to our warehouses, in the amount of $5,154 and $6,418, respectively. | |||||||||
Website and Software Development Costs | |||||||||
The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350-50 Intangibles – Goodwill and Other – Website Development Costs and ASC 350-40 Intangibles – Goodwill and Other – Internal-Use Software, when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. | |||||||||
Long-Lived Assets and Intangibles Subject to Amortization | |||||||||
The Company accounts for the impairment and disposition of long-lived assets, including intangibles subject to amortization, in accordance with ASC 360 Property, Plant and Equipment (“ASC 360”). Management assesses potential impairments whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss will result when the carrying value exceeds the undiscounted cash flows estimated to result from the use and eventual disposition of the asset or asset group. Impairment losses will be recognized in operating results to the extent that the carrying value exceeds the discounted future cash flows estimated to result from the use and eventual disposition of the asset or asset group. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset or asset group. The reasonableness of our judgments could significantly affect the carrying value of our long-lived assets. During the second quarter of 2013, the Company recognized an impairment loss on property and equipment and intangible assets subject to amortization of $4,832 and $1,245, respectively. As of September 28, 2013, the Company’s long-lived assets did not indicate a potential impairment under the provisions of ASC 360, therefore no impairment charges were recorded during the third quarter of 2013. For the thirty-nine weeks ended September 29, 2012, no impairment charges were recorded. During the fourth quarter of 2012, the Company recognized an impairment loss on property and equipment and intangible assets subject to amortization of $1,960 and $1,745, respectively. If cash flows deteriorate, or if cash flows do not improve and additions to property and equipment continue at their current levels, it may result to future impairments. Refer to “Note 3 – Fair Value Measurements” “Note 4 – Property and Equipment, Net” and “Note 5 – Intangible Assets” for further details. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, both title and risk of loss or damage have transferred, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company retains the risk of loss or damage during transit, therefore, revenue from product sales is recognized at the delivery date to customer, not upon shipment. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. | |||||||||
Revenue from sales of advertising is recorded when performance requirements of the related advertising program agreement are met. | |||||||||
The Company evaluates the criteria of ASC 605-45 Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is the primary party obligated in a transaction, the Company is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at gross. | |||||||||
Payments received prior to the delivery of goods to customers are recorded as deferred revenue. | |||||||||
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. | |||||||||
Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Credits are issued to customers for returned products. | |||||||||
Cost of Sales | |||||||||
Cost of sales consists of the direct costs associated with procuring parts from suppliers and delivering products to customers. These costs include direct product costs, outbound freight and shipping costs, warehouse supplies and warranty costs, partially offset by purchase discounts and cooperative advertising. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses as noted below. | |||||||||
Warranty Costs | |||||||||
The Company or the vendors supplying its products provide the Company’s customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company’s vendors are the party primarily responsible for warranty claims. Standard product warranties sold separately by the Company are recorded as deferred revenue and recognized ratably over the life of the warranty, ranging from one to five years. The Company also offers extended warranties that are imbedded in the price of selected private label products we sell. The product brands that include the extended warranty coverage are offered at three different service levels: (a) a five year unlimited product replacement, (b) a five year one-time product replacement, and (c) a three year one-time product replacement. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product’s historical return rate and historical warranty cost. The standard and extended warranty obligations are recorded as warranty liabilities and included in other current liabilities in the consolidated balance sheets. For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the activity in our aggregate warranty liabilities was as follows: | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Warranty liabilities, beginning of period | $ | 282 | $ | 384 | |||||
Adjustments to preexisting warranty liabilities | (79 | ) | (232 | ) | |||||
Additions to warranty liabilities | 148 | 198 | |||||||
Reductions to warranty liabilities | (46 | ) | (95 | ) | |||||
Warranty liabilities, end of period | $ | 305 | $ | 255 | |||||
Marketing Expense | |||||||||
Marketing costs, including advertising, are expensed as incurred. The majority of advertising expense is paid to internet search engine service providers and internet commerce facilitators. For the thirteen weeks ended September 28, 2013 and September 29, 2012, the Company recognized advertising costs of $4,000 and $4,977, respectively. For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the Company recognized advertising costs of $12,908 and $16,299, respectively. Marketing costs also include depreciation and amortization expense and share-based compensation expense. | |||||||||
General and Administrative Expense | |||||||||
General and administrative expense consists primarily of administrative payroll and related expenses, merchant processing fees, legal and professional fees and other administrative costs. General and administrative expense also includes depreciation and amortization expense and share-based compensation expense. | |||||||||
Fulfillment Expense | |||||||||
Fulfillment expense consists primarily of payroll and related costs associated with warehouse employees and the Company’s purchasing group, facilities rent, building maintenance, depreciation and other costs associated with inventory management and wholesale operations. Fulfillment expense also includes share-based compensation expense. | |||||||||
Technology Expense | |||||||||
Technology expense consists primarily of payroll and related expenses of our information technology personnel, the cost of hosting the Company’s servers, communications expenses and Internet connectivity costs, computer support and software development amortization expense. Technology expense also includes share-based compensation expense. | |||||||||
Share-Based Compensation | |||||||||
The Company accounts for share-based compensation in accordance with ASC 718 Compensation – Stock Compensation (“ASC 718”). All stock options issued to employees are recognized as share-based compensation expense in the financial statements based on their respective grant date fair values, and are recognized within the statement of comprehensive income or loss as marketing, general and administrative, fulfillment or technology expense, based on employee departmental classifications. Under this standard, the fair value of each share-based payment award is estimated on the date of grant using an option pricing model that meets certain requirements. The Company currently uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. | |||||||||
The Company incorporates its own historical volatility into the grant-date fair value calculations. The expected term of an award is based on combining historical exercise data with expected weighted time outstanding. Expected weighted time outstanding is calculated by assuming the settlement of outstanding awards is at the midpoint between the remaining weighted average vesting date and the expiration date. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of awards. The dividend yield assumption is based on the Company’s expectation of paying no dividends on its common stock. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company considers many factors when estimating expected forfeitures, including employee class, economic environment, and historical experience. | |||||||||
The Company accounts for equity instruments issued in exchange for the receipt of services from non-employee directors in accordance with the provisions of ASC 718. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. Equity instruments awarded to non-employees are periodically re-measured as the underlying awards vest unless the instruments are fully vested, immediately exercisable and non-forfeitable on the date of grant. | |||||||||
The Company accounts for modifications to its share-based payment awards in accordance with the provisions of ASC 718. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date, and is recognized as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards). Any unrecognized compensation cost remaining from the original award is recognized over the vesting period of the modified award. | |||||||||
Other Income, net | |||||||||
Other income, net consists of miscellaneous income or expense such as gains/losses from disposition of assets, and interest income comprised primarily of interest income on investments. | |||||||||
Interest Expense | |||||||||
Interest expense consists primarily of interest expense on our outstanding loan balance, deferred financing cost amortization, and interest from capital lease obligations. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When appropriate, a valuation allowance is established to reduce deferred tax assets, which include tax credits and loss carry forwards, to the amount that is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, tax planning strategies and recent financial operations. | |||||||||
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of September 28, 2013, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. | |||||||||
Taxes Collected from Customers and Remitted to Governmental Authorities | |||||||||
We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605-45-50-3 Taxes Collected from Customers and Remitted to Governmental Authorities. | |||||||||
Leases | |||||||||
The Company analyzes lease agreements for operating versus capital lease treatment in accordance with ASC 840 Leases. Rent expense for leases designated as operating leases is expensed on a straight-line basis over the term of the lease. For capital leases, the present value of future minimum lease payments at the inception of the lease is reflected as a capital lease asset and a capital lease payable in the consolidated balance sheets. Amounts due within one year are classified as current liabilities and the remaining balance as non-current liabilities. | |||||||||
Foreign Currency Translation | |||||||||
For each of the Company’s foreign subsidiaries, the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates. The effects of the foreign currency translation adjustments are included as a component of accumulated other comprehensive income or loss in the Company’s consolidated balance sheets. | |||||||||
Comprehensive Income | |||||||||
The Company reports comprehensive income or loss in accordance with ASC 220 Comprehensive Income. Accumulated other comprehensive income or loss, included in the Company’s consolidated balance sheets, includes foreign currency translation adjustments related to the Company’s foreign operations, and unrealized holding gains and losses from available-for-sale marketable securities and investments. The Company presents the components of net income or loss and other comprehensive income or loss in its consolidated statements of comprehensive operations. | |||||||||
Segment Data | |||||||||
The Company operates in two reportable segments and reporting revenues by product line or geographic location is impracticable. Certain long-lived assets are held in the Philippines (refer to “Note 4 – Property and Equipment, Net”). The criteria the Company used to identify its operating segments are primarily the nature of the products the Company sells and the consolidated operating results that are regularly reviewed by the Company’s chief operating decision maker to assess performance and make operating decisions. We identified two reporting units, Base USAP, which is the core auto parts business, and AutoMD, an online automotive repair source, in accordance with ASC 280 Segment Reporting. There have been no significant revenues generated from AutoMD. AutoMD incurred total expenses of $369 and $608 during the thirteen weeks ended September 28, 2013 and September 29, 2012, respectively. AutoMD incurred total expenses of $1,601 and $1,715 during the thirty-nine weeks ended September 28, 2013 and September 29, 2012, respectively, which are primarily related to depreciation and amortization expense of capitalized website and software development costs. Total assets for AutoMD were $1,649 and $2,059 as of September 28, 2013 and December 29, 2012, respectively, which are primarily related to capitalized website and software development costs. | |||||||||
Recent Accounting Pronouncements | |||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income to improve the reporting reclassifications out of accumulated other comprehensive income of various components. The guidance requires presentation of significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification either parenthetically on the face of the financial statements or in the notes. The Company adopted the provisions of ASU 2013-02 beginning fiscal year 2013. The adoption of the amendments did not have a material impact on the Company’s consolidated financial statements. | |||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this ASU require an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. An entity is required to apply the amendments effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not anticipate any material impact from the adoption of these amendments to the Company’s consolidated financial statements. |
Investments
Investments | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Investments Schedule [Abstract] | ' | ||||||||||||||||
Investments | ' | ||||||||||||||||
Note 2 – Investments | |||||||||||||||||
As of September 28, 2013, the Company held the following securities and investments, recorded at fair value: | |||||||||||||||||
Amortized | Unrealized | Fair Value | |||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Mutual funds (1) | $ | 89 | $ | 6 | $ | (2 | ) | $ | 93 | ||||||||
As of December 29, 2012, the Company held the following securities and investments, recorded at fair value: | |||||||||||||||||
Amortized | Unrealized | Fair Value | |||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Mutual funds (1) | $ | 110 | $ | — | $ | — | $ | 110 | |||||||||
(1) | Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | ||||||||||||||||
Proceeds from the sale of available-for-sale securities are disclosed separately in the accompanying consolidated statements of cash flow. For the thirty-nine weeks ended September 28, 2013, there was no sale of available-for-sale securities. For the thirty-nine weeks ended September 29, 2012, the Company recognized a realized loss of $4 from the sale of mutual funds. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||
Note 3 – Fair Value Measurements | |||||||||||||||||||||
Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. | |||||||||||||||||||||
Provisions of ASC 820 establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | |||||||||||||||||||||
Level 1 – Observable inputs such as quoted prices in active markets; | |||||||||||||||||||||
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and | |||||||||||||||||||||
Level 3 – Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | |||||||||||||||||||||
We measure our financial assets and liabilities at fair value on a recurring basis using the following valuation techniques: | |||||||||||||||||||||
(a) Market Approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. | |||||||||||||||||||||
(b) Income Approach – uses valuation techniques to convert future estimated cash flows to a single present amount based on current market expectations about those future amounts, using present value techniques. | |||||||||||||||||||||
Financial Assets Valued on a Recurring Basis | |||||||||||||||||||||
As of September 28, 2013 and December 29, 2012, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the Company’s financial instruments, including cash and cash equivalents and investments. The following table represents our fair value hierarchy and the valuation techniques used for financial assets measured at fair value on a recurring basis: | |||||||||||||||||||||
As of September 28, 2013 | |||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | |||||||||||||||||
Techniques | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,099 | $ | 1,099 | $ | — | $ | — | (a | ) | |||||||||||
Investments – mutual funds (2) | 93 | 93 | — | — | (a | ) | |||||||||||||||
$ | 1,192 | $ | 1,192 | $ | — | $ | — | ||||||||||||||
As of December 29, 2012 | |||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | |||||||||||||||||
Techniques | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,030 | $ | 1,030 | $ | — | $ | — | (a | ) | |||||||||||
Investments – mutual funds (2) | 110 | 110 | — | — | (a | ) | |||||||||||||||
$ | 1,140 | $ | 1,140 | $ | — | $ | — | ||||||||||||||
(1) | Cash equivalents consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase, for which the Company determines fair value through quoted market prices. | ||||||||||||||||||||
(2) | Investments consist of mutual funds, classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | ||||||||||||||||||||
During the thirty-nine weeks ended September 28, 2013 and September 29, 2012, there were no transfers into or out of Level 1 and Level 2 assets. | |||||||||||||||||||||
Non-Financial Assets Valued on a Non-Recurring Basis | |||||||||||||||||||||
The Company’s long-lived assets, including intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. As of September 28, 2013, the Company’s long-lived assets did not indicate a potential impairment under the provisions of ASC 360. | |||||||||||||||||||||
During the second quarter of 2013, the Company identified adverse events related to the Company’s overall financial performance, including the continued downward trend in the Company’s revenues and gross margin, and a sustained decline in the Company’s share price, that would more likely than not reduce the fair value of the Company’s long-lived assets below their carrying amount. The Company performed its impairment testing of long-lived assets, including intangible assets subject to amortization, in accordance with ASC 360. The Company recorded impairment losses on property and equipment and intangible assets of $4,832 and $1,245, respectively. The fair value measurements are categorized as Level 3 of the fair value hierarchy, as the Company developed its own assumptions and analysis to determine if such assets were impaired. Refer to “Note 1—Summary of Significant Accounting Policies and Nature of Operations,” “Note 4—Property and Equipment, Net” and “Note 5—Intangible Assets” for additional details. |
Property_and_Equipment_Net
Property and Equipment, Net | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment, Net | ' | ||||||||
Note 4 – Property and Equipment, Net | |||||||||
The Company’s fixed assets are stated at cost less accumulated depreciation, amortization and impairment. Depreciation and amortization expense are provided for in amounts sufficient to relate the cost of depreciable and amortizable assets to operations over their estimated service lives. Depreciation and amortization expense for the thirteen weeks ended September 28, 2013 and September 29, 2012 was $2,472 and $3,785, respectively, including amortization expense of $119 for the thirteen weeks ended September 28, 2013 for capital leased assets related to the LaSalle, Illinois facility (see sale-leaseback discussion below for details). Depreciation and amortization expense for the thirty-nine weeks ended September 28, 2013 and September 29, 2012 was $9,736 and $11,533, respectively, including amortization expense of $198 for the thirty-nine weeks ended September 28, 2013 for capital leased assets related to the LaSalle, Illinois facility. The cost and related accumulated depreciation of assets retired or otherwise disposed of are removed from the accounts and the resultant gain or loss is reflected in earnings. | |||||||||
The Company accounts for the impairment of property and equipment in accordance with ASC 360. During the second quarter of 2013, the Company identified adverse events related to the Company’s overall financial performance, including accelerating downward trend in the Company’s revenues and gross margin, which indicated that the carrying amount of certain property and equipment may not be recoverable. Given the indicators of impairment, the Company utilized the Royalty Savings method rather than the cost method in determining the fair values, using a discount rate of 14.5% and royalty rate of 1.0%. Based on its analysis, the Company recognized an impairment loss on internally developed software of $4,832. Any future decline in the fair value of an asset group could result in future impairments. As of September 28, 2013, the Company’s property and equipment did not indicate a potential impairment under the provisions of ASC 360 Property, Plant and Equipment. The Company did not recognize any impairment loss on property and equipment for the thirty-nine weeks ended September 29, 2012. | |||||||||
Property and equipment consisted of the following at September 28, 2013 and December 29, 2012: | |||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 630 | $ | 630 | |||||
Building | 8,877 | 10,680 | |||||||
Machinery and equipment | 12,332 | 13,249 | |||||||
Computer software (purchased and developed) and equipment | 53,727 | 46,884 | |||||||
Vehicles | 260 | 261 | |||||||
Leasehold improvements | 1,787 | 2,364 | |||||||
Furniture and fixtures | 1,073 | 1,131 | |||||||
Construction in process | 2,014 | 3,043 | |||||||
80,700 | 78,242 | ||||||||
Less accumulated depreciation, amortization and impairment | (60,292 | ) | (49,683 | ) | |||||
Property and equipment, net | $ | 20,408 | $ | 28,559 | |||||
On April 17, 2013, the Company’s wholly-owned subsidiary, Whitney Automotive Group, Inc. (“WAG”) closed the sale of its facility in LaSalle, Illinois for $9,750 pursuant to a purchase and sale agreement dated April 17, 2013 between WAG and STORE Capital Acquisitions, LLC. The Company used the net proceeds of $9,507 (net of $77 in legal fees) from this sale to reduce its revolving loan payable. Under the terms of the purchase and sale agreement, simultaneously with the execution of the purchase and sale agreement and the closing of the sale of the property, the Company entered into a lease agreement with STORE Master Funding III, LLC (“STORE”) whereby we leased back the property for our continued use as an office, retail and warehouse facility for storage, sale and distribution of automotive parts, accessories and related items for 20 years commencing upon the execution of the lease and terminating on April 30, 2033. The related assets represent the amounts included in land and building in the summary above. The Company’s initial base annual rent is $853 for the first year (“Base Rent Amount”), after which the rental amount will increase annually on May 1 by the lesser of 1.5% or 1.25 times the change in the Consumer Price Index as published by the U.S. Department of Labor’s Bureau of Labor Statistics, except that in no event will the adjusted annual rental amount fall below the Base Rent Amount. We were not required to pay any security deposit. Under the terms of the lease, we are required to pay all taxes associated with the lease, pay for any required maintenance on the property, maintain certain levels of insurance and indemnify STORE for losses incurred that are related to our use or occupancy of the property. The lease was accounted for as a capital lease and the $376 excess of the net proceeds over the net carrying amount of the property is amortized in interest expense on a straight-line basis over the lease term of 20 years. As of September 28, 2013, the carrying value of the capital leased asset included in property and equipment, net was $9,309. | |||||||||
Construction in process primarily relates to the Company’s internally developed software (refer to caption “Website and Software Development Costs” in “Note 1 – Summary of Significant Accounting Policies and Nature of Operations”). Certain of the Company’s net property and equipment were located in the Philippines as of September 28, 2013 and December 29, 2012, in the amount of $625 and $1,042, respectively. | |||||||||
Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes, at rates based on the following estimated useful lives: | |||||||||
Years | |||||||||
Machinery and equipment | 2 - 5 | ||||||||
Computer software (purchased and developed) | 3-Feb | ||||||||
Computer equipment | 5-Feb | ||||||||
Vehicles | 5-Mar | ||||||||
Leasehold improvements* | 5-Mar | ||||||||
Furniture and fixtures | 7-Mar | ||||||||
Land and building subject to capital lease | 20 | ||||||||
* | The estimated useful life is the lesser of 3-5 years or the lease term. |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||||||
Note 5 – Intangible Assets | |||||||||||||||||||||||||||||
Intangible assets consisted of the following at September 28, 2013 and December 29, 2012: | |||||||||||||||||||||||||||||
September 28, 2013 | December 29, 2012 | ||||||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accum. | Net | |||||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | ||||||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | ||||||||||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||||||||||
Websites | 5 years | $ | — | $ | — | $ | — | $ | 2,035 | $ | (2,035 | ) | $ | — | |||||||||||||||
Internet platform intellectual property | 10 months | — | — | — | 4,300 | (4,300 | ) | — | |||||||||||||||||||||
Product design intellectual property (1) | 4 years | 2,750 | (1,778 | ) | 972 | 2,750 | (722 | ) | 2,028 | ||||||||||||||||||||
Customer relationships | 4 years | — | — | — | 2,050 | (2,050 | ) | — | |||||||||||||||||||||
Assembled workforce | 7 years | — | — | — | 512 | (512 | ) | — | |||||||||||||||||||||
Favorable lease | 2.5 years | — | — | — | 78 | (78 | ) | — | |||||||||||||||||||||
Domain and trade names (2) | 10 years | 1,199 | (488 | ) | 711 | 5,067 | (3,868 | ) | 1,199 | ||||||||||||||||||||
Total | $ | 3,949 | $ | (2,266 | ) | $ | 1,683 | $ | 16,792 | $ | (13,565 | ) | $ | 3,227 | |||||||||||||||
(1) | During the second quarter of 2013, based on its impairment analysis, the Company changed the estimated useful life for product design and intellectual property from 9 years to 4 years. | ||||||||||||||||||||||||||||
(2) | Prior to the fourth quarter of 2012, domain and trade names had an indefinite useful life. During the fourth quarter of 2012, after an impairment charge was recognized, the gross carrying amount was based on the fair value of the domain and trade names and the Company determined an estimated useful life of 10 years. | ||||||||||||||||||||||||||||
During the second quarter of 2013, the Company recognized impairment losses on product design intellectual property and certain domain and trade names for $838 and $407, respectively. The impairment charges were primarily the result of lower sales and gross margin. Given the indicators of impairment, the Company utilized the Royalty Savings method in determining the fair values using a discount rate of 14.5% and royalty rate of 1.0% and 0.1% for product design intellectual property, and domain and trade names, respectively. For the product design intellectual property, we utilized the Royalty Savings method rather than the Cost method in determining the fair value. The decrease in future cash flows resulted in these assets being impaired, as their carrying values exceeded the fair value. As of September 28, 2013, the Company’s intangible assets subject to amortization did not indicate a potential impairment under the provisions of ASC 360. The Company did not recognize impairment loss on intangible assets subject to amortization for the thirty-nine weeks ended September 29, 2012. | |||||||||||||||||||||||||||||
Intangible assets subject to amortization are expensed on a straight-line basis. Amortization expense relating to intangibles assets for the thirteen weeks ended September 28, 2013 and September 29, 2012 was $86 and $331, respectively. Amortization expense relating to intangibles assets for the thirty-nine weeks ended September 28, 2013 and September 29, 2012 was $299 and $1,012, respectively. | |||||||||||||||||||||||||||||
The following table summarizes the future estimated annual amortization expense for these assets over the next five years: | |||||||||||||||||||||||||||||
2013 | $ | 84 | |||||||||||||||||||||||||||
2014 | 336 | ||||||||||||||||||||||||||||
2015 | 336 | ||||||||||||||||||||||||||||
2016 | 336 | ||||||||||||||||||||||||||||
2017 | 207 | ||||||||||||||||||||||||||||
Thereafter | 384 | ||||||||||||||||||||||||||||
Total | $ | 1,683 | |||||||||||||||||||||||||||
Borrowings
Borrowings | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Borrowings | ' | ||||
Note 6 – Borrowings | |||||
In April 2012, the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan Chase Bank, N.A., as sole lender and administrative agent entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving commitment in an aggregate principal amount of up to $40,000 (the “Credit Facility”), which is subject to a borrowing base derived from certain receivables, inventory and property and equipment. On August 2, 2013, the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan entered into a third amendment to the Credit Agreement (“Third Amended Credit Agreement”) amending the Credit Agreement to, among other things, reduce the revolving commitment to an aggregate principal amount of up to $20,000 and, upon satisfaction of certain conditions, provide that the Company has the right to increase the revolving commitment up to $40,000. The Credit Facility matures on April 26, 2017. The Company used the proceeds of the loans borrowed on the closing date to repay in full its previous credit facility with Silicon Valley Bank. At September 28, 2013, our outstanding revolving loan balance was $8,299. The customary events of default under the Credit Facility (discussed below) include certain subjective acceleration clauses, which management has determined the likelihood of such acceleration is more than remote, considering the recurring losses experienced by the Company, therefore a current classification of our revolving loan payable was required. | |||||
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 1.50%, or (b) an “alternate base rate” minus an applicable margin of 0.50%. Each applicable margin as set forth in the prior sentence is subject to increase or decrease by 0.25% per annum based upon the Company’s fixed charge coverage ratio. At September 28, 2013, the Company’s LIBOR based interest rate was 1.94% (on $6,000 principal) and the Company’s prime based rate was 3.0% (on $2,299 principal). A commitment fee, based upon undrawn availability under the Credit Facility bearing interest at a rate of 0.20% per annum, is payable monthly. Under the terms of 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 $6,000 at any time, as defined, and will continue until, during the preceding 60 consecutive days, no event of default existed and excess availability has been greater than $7,000 at all times. The Company’s excess availability was $9,567 at September 28, 2013. As of the date hereof, the cash dominion period has not been in effect; accordingly no principal payments are currently due. | |||||
Certain of the Company’s wholly-owned domestic subsidiaries are co-borrowers (together with the Company, the “Borrowers”) under the Credit Agreement, and certain other wholly-owned domestic subsidiaries are guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”) under the Credit Agreement. The Borrowers and the Guarantors are jointly and severally liable for the Borrowers’ obligations under the Credit Agreement. The Loan Parties’ obligations under the Credit Agreement are secured, subject to customary permitted liens and certain exclusions, by a perfected security interest in (a) all tangible and intangible assets and (b) all of the capital stock owned by the Loan Parties (limited, in the case of foreign subsidiaries, to 65% of the capital stock of such foreign subsidiaries). The Borrowers may voluntarily prepay the loans at any time without payment of a premium. The Borrowers are required to make mandatory prepayments of the loans (without payment of a premium) with net cash proceeds received upon the occurrence of certain “prepayment events,” which include certain sales or other dispositions of collateral, certain casualty or condemnation events, certain equity issuances or capital contributions, and the incurrence of certain debt. | |||||
The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, fundamental changes, investments, dispositions, prepayment of other indebtedness, mergers, and dividends and other distributions. Concurrent with the Company’s issuance of Series A Convertible Preferred Stock (“Series A Preferred”), the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan entered into a second amendment to the Credit Agreement (“Second Amended Credit Agreement”) amending the Credit Agreement to, among other things, allow the Company to pay cash dividends on the Series A Preferred in an aggregate amount of up to $400 per year and pay cash in lieu of issuing fractional shares upon conversion of or in payment of dividends on the Series A Preferred, each subject to certain restrictions set forth in the Second Amended Credit Agreement but without having to satisfy certain other conditions that would have otherwise applied to the payment of such dividends. | |||||
Under the Credit Agreement, the Company is not required to maintain a minimum fixed charge coverage ratio, unless excess availability is less than $6,000, as defined, whereby a ratio of 1.0 to 1.0 will be required. Events of default under the Credit Agreement include: failure to timely make payments due under the Credit Agreement; material misrepresentations or misstatements under the Credit Agreement and other related agreements; failure to comply with covenants under the Credit Agreement and other related agreements; certain defaults in respect of other material indebtedness; insolvency or other related events; certain defaulted judgments; certain ERISA-related events; certain security interests or liens under the loan documents cease to be, or are challenged by the Company or any of its subsidiaries as not being, in full force and effect; any loan document or any material provision of the same ceases to be in full force and effect; and certain criminal indictments or convictions of any Loan Party. As of September 28, 2013, the Company was in compliance with all covenants under the Credit Agreement. However, if our excess availability is reduced to less than $6,000, we will not comply with the minimum fixed charge coverage ratio. | |||||
As of September 28, 2013, the Company had total capital leases payable of $9,843. The present value of the net minimum payments on capital leases as of September 28, 2013 is as follows: | |||||
Total minimum lease payments | $ | 19,772 | |||
Less amount representing interest | (9,929 | ) | |||
Present value of net minimum lease payments | 9,843 | ||||
Current portion of capital leases payable | (285 | ) | |||
Capital leases payable, net of current portion | $ | 9,558 | |||
Stockholders_Equity_and_ShareB
Stockholders' Equity and Share-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stockholders' Equity and Share-Based Compensation | ' | ||||||||||||||||
Note 7 – Stockholders’ Equity and Share-Based Compensation | |||||||||||||||||
Common Stock | |||||||||||||||||
The Company has 100,000 shares of common stock authorized. We have never paid cash dividends on our common stock. The following issuances of common stock were made during the thirty-nine weeks ended September 28, 2013: | |||||||||||||||||
• | The Company issued 17 shares of common stock from option exercises under its various share-based compensation plans. | ||||||||||||||||
• | 23 shares of common stock were awarded and issued to one non-employee member of the Company’s Board of Directors for service fees earned in the aggregate amount of $31. | ||||||||||||||||
• | In March 2013, the Company entered into a Common Stock Purchase Agreement with William Blair & Company, LLC pursuant to which U.S. Auto Parts sold 2,050 shares of its common stock at a purchase price per share of $1.09 for aggregate proceeds to the Company of approximately $2,235. The transaction closed on April 3, 2013 and the Company incurred issuance costs of $223. The Company used the net proceeds to reduce its revolving loan payable. | ||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
On March 25, 2013, the Company authorized the issuance of 4,150 shares of Series A Preferred and entered into a Securities Purchase Agreement pursuant to which the Company agreed to sell up to an aggregate of 4,150 shares of our Series A Preferred, $0.001 par value per share at a purchase price per share of $1.45 for aggregate proceeds to the Company of approximately $6,017. On March 25, 2013, we sold 4,000 shares of Series A Preferred for aggregate proceeds of $5,800. On April 5, 2013, we sold the remaining 150 shares of Series A Preferred for aggregate proceeds of $217. The Company incurred issuance costs of $847 and used the net proceeds from the sale of the Series A Preferred to reduce its revolving loan payable. | |||||||||||||||||
Each share of Series A Preferred is convertible into shares of our common stock at the initial conversion rate of one share of common stock for each share of Series A Preferred. The conversion will be adjusted for certain non-price based events, such as dividends and distributions on the common stock, stock splits, combinations, recapitalizations, reclassifications, mergers, or consolidations. If not previously converted by the holder, the Series A Preferred will automatically convert to common stock if the volume weighted average price for the common stock for any 30 consecutive trading days is equal to or exceeds $4.35 per share. The shares that would be issued if the contingently convertible Series A Preferred were converted are excluded from the calculation of diluted earnings per share due to the Company’s net loss position for the thirteen and thirty-nine weeks ended September 28, 2013 (refer to “Note 8 – Net Loss Per Share” for anti-dilutive securities). | |||||||||||||||||
In the event of any liquidation event, which includes changes of control of the Company and sales or other dispositions by the Company of more than 50% of its assets, the Series A Preferred is entitled to receive, prior and in preference to any distribution to the common stock, an amount per share equal to $1.45 per share of Series A Preferred, plus all then accrued but unpaid dividends on such Series A Preferred. Following this distribution, if assets or surplus funds remain, the holders of the common stock shall share ratably in all remaining assets of the Company, based on the number of shares of common stock then outstanding. Notwithstanding the foregoing, if, in connection with any liquidation event, a holder of Series A Preferred would receive an amount greater than $1.45 per share of Series A Preferred by converting such shares held by such holder into shares of common stock, then such holder shall be treated as though such holder had converted such shares of Series A Preferred into shares of common stock immediately prior to such liquidation event, whether or not such holder had elected to so convert. | |||||||||||||||||
Dividends on the Series A Preferred are payable quarterly at a rate of $0.058 per share per annum in cash, in shares of common stock or in any combination of cash and common stock as determined by the Company’s Board of Directors. Certain conditions are required to be satisfied in order for the Company to pay dividends on the Series A Preferred in shares of common stock, including (i) the common stock being registered pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended, (ii) the common stock being issued having been approved for listing on a trading market and (iii) the common stock being issued either being covered by an effective registration statement or being freely tradable without restriction under Rule 144 (subject to certain exceptions). The Series A Preferred shall each be entitled to one vote per share for each share of common stock issuable upon conversion thereof (excluding from any such calculation any dividends accrued on such shares) and shall vote together with the holders of common stock as a single class on any matter on which the holders of common stock are entitled to vote. In addition, the Company must obtain the consent of holders of at least a majority of the then outstanding Series A Preferred in connection with (a) any amendment, alteration or repeal of any provision of the certificate of incorporation or bylaws of the Company as to adversely affect the preferences, rights or voting power of the Series A Preferred, or (b) the creation, authorization or issuance of any additional Series A Preferred or any other class or series of capital stock of the Company ranking senior to or on parity with the Series A Preferred or any security convertible into, or exchangeable or exercisable for Series A Preferred or any other class or series of capital stock of the Company ranking senior to or on parity with the Series A Preferred. Concurrent with the Company’s issuance of Series A Preferred, the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan entered into a Second Amended Credit Agreement to allow the Company to pay cash dividends on the Series A Preferred in an aggregate amount of up to $400 per year and pay cash in lieu of issuing fractional shares upon conversion of or in payment of dividends on the Series A Preferred (refer to “Note 6 – Borrowings” of our Notes to Consolidated Financial Statements for additional details). A cash dividend of $64 was accrued during the second quarter of 2013 and was paid on the dividend payment date of July 1, 2013. As of September 28, 2013, we had recorded a common stock dividend distributable on the Series A Preferred of $60. The Company issued 49 shares of common stock in payment of the quarterly dividend on the Series A Preferred on the dividend payment date of September 30, 2013. | |||||||||||||||||
Share-Based Compensation Plan Information | |||||||||||||||||
The Company adopted the 2007 Omnibus Incentive Plan (the “2007 Omnibus Plan”) in January 2007, which became effective on February 8, 2007, the effective date of the registration statement filed in connection with the Company’s initial public offering. Under the 2007 Omnibus Plan, the Company was previously authorized to issue 2,400 shares of common stock, under various instruments to eligible employees and non-employees of the Company, plus an automatic annual increase on the first day of each of the Company’s fiscal years beginning on January 1, 2008 and ending on January 1, 2017 equal to (i) the lesser of (A) 1,500 shares of common stock or (B) five percent (5%) of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (ii) such lesser number of shares of common stock as determined by the Company’s Board of Directors. Options granted under the 2007 Omnibus Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must be equal to 100% of the fair market value on the date of grant. The 2007 Omnibus Plan also provides for automatic grant of options to purchase common stock and common stock awards to non-employee directors. As of September 28, 2013, 3,180 shares were available for future grants under the 2007 Omnibus Plan. | |||||||||||||||||
The Company adopted the 2007 New Employee Incentive Plan (the “2007 New Employee Plan”) in October 2007. Under the 2007 New Employee Plan, the Company is authorized to issue 2,000 shares of common stock under various instruments solely to new employees. Options granted under the 2007 New Employee Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must not be less than 100% of the fair market value on the date of grant. As of September 28, 2013, 1,552 shares were available for future grants under the 2007 New Employee Plan. | |||||||||||||||||
The Company adopted the U.S. Auto Parts Network, Inc. 2006 Equity Incentive Plan (the “2006 Plan”) in March 2006. All stock options to purchase common stock granted to employees in 2006 were granted under the 2006 Plan and had exercise prices equal to the fair value of the underlying stock, as determined by the Company’s Board of Directors on the applicable option grant date. After fiscal year 2008, no shares have been available for future grants under the 2006 Plan. | |||||||||||||||||
The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 28, 2013, and details regarding the options outstanding and exercisable at September 28, 2013: | |||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic Value (1) | |||||||||||||||
Exercise Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Options outstanding, December 29, 2012 | 7,428 | $ | 5.13 | 6.23 | |||||||||||||
Granted (2) | 1,253 | $ | 1.02 | ||||||||||||||
Exercised | (17 | ) | $ | 1.31 | |||||||||||||
Cancelled: | |||||||||||||||||
Forfeited | (105 | ) | $ | 4.75 | |||||||||||||
Expired | (299 | ) | $ | 4.42 | |||||||||||||
Stock option exchange (2) | (3,475 | ) | $ | 6.65 | |||||||||||||
Options outstanding, September 28, 2013 | 4,785 | $ | 3.01 | 6.56 | $ | 328 | |||||||||||
Vested and expected to vest at September 28, 2013 | 4,184 | $ | 3.26 | 6.09 | $ | 186 | |||||||||||
Options exercisable, September 28, 2013 | 3,204 | $ | 3.68 | 5.04 | $ | — | |||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on September 28, 2013 as reported on the NASDAQ National Market, for all options outstanding that have an exercise price currently below the closing price. | ||||||||||||||||
-2 | Refer to discussion below under the heading “Stock Option Exchange Program” for details. For stock options granted during the period, 993 shares were issued from the stock option exchange program. | ||||||||||||||||
The weighted-average fair value of options granted during the thirty-nine weeks ended September 28, 2013 and September 29, 2012 was $0.68 and $2.65, respectively. The intrinsic value of stock options at the date of the exercise is the difference between the fair value of the stock at the date of exercise and the exercise price. During the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the total intrinsic value of the exercised options was $4 and $1,244, respectively. The Company had $2,865 of gross unrecognized share-based compensation expense related to stock options outstanding as of September 28, 2013, which expense is expected to be recognized over a weighted-average period of 3.55 years. | |||||||||||||||||
Stock Option Exchange Program | |||||||||||||||||
On July 9, 2013, the Company’s stockholders approved a proposed stock option exchange program for the exchange of certain outstanding stock options held by eligible employees for new options to purchase fewer shares. On August 12, 2013, the Company commenced an offering to eligible employees to voluntarily exchange certain vested and unvested stock options with exercise prices above $4 per share at an exchange ratio of 3.5 to 1 to be granted following the expiration of the tender offer with exercise prices equal to the fair market value of one share of the Company’s common stock on the day the new options were issued. Stock options to purchase an aggregate of 3,733 shares with exercise prices ranging from $4.01 to $11.68 were eligible for tender at the commencement of the program. The Company’s non-employee directors were not eligible to participate in the program. The terms and conditions of the new options are subject to an entirely new four year vesting schedule where 25% will vest on the first anniversary, and the remaining 75% will vest monthly over the following 36 months. All new options have a ten year contractual term. The offer period for the stock option exchange ended on September 9, 2013. | |||||||||||||||||
On September 10, 2013, the Company accepted for exchange 3,475 eligible options to purchase common stock, with a weighted average exercise price of $6.65 for 45 eligible employees, and issued 993 unvested options to purchase shares of the Company’s common stock with an exercise price of $0.9866, the closing price of the Company’s common stock on that day. Using the Black-Scholes option pricing model, the Company determined that the fair value of the surrendered stock options on a grant-by-grant basis was lower than the fair value of the new stock options, as of the date of the exchange, resulting in incremental fair value of $422. The incremental fair value as a result of the stock option exchange and the remaining compensation expense associated with the surrendered stock options will be recorded as compensation expense over the four year vesting period of the new options. | |||||||||||||||||
The fair value of the surrendered stock options and the new stock options was estimated on the date of the exchange using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
Surrendered | New | ||||||||||||||||
Stock Options | Stock Options | ||||||||||||||||
Expected life | 1.93 – 6.87 years | 5.84 years | |||||||||||||||
Risk-free interest rate | 0.5% – 2.4% | 2.00% | |||||||||||||||
Expected volatility | 55% – 73% | 72% | |||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||
Warrants | |||||||||||||||||
On May 5, 2009, the Company issued warrants to purchase up to 30 shares of common stock at an exercise price of $2.14 per share, which warrants terminate seven years after their grant date. The warrants were issued in connection with the financial advisory services provided by a consultant to the Company. The warrants vested in thirty-six equal monthly increments of 0.83 shares each on the last calendar day of each calendar month commencing May 5, 2009. The grant date fair value of these warrants issued on May 5, 2009 was $1.09 per share. Accordingly, these non-employee equity instruments were re-measured as they vested over the requisite service period. These warrants became fully vested during the second quarter of 2012, in which the final re-measured fair value was $3.14 per share. | |||||||||||||||||
On April 27, 2010, the Company issued additional warrants to purchase up to 20 shares of common stock at an exercise price of $8.32 per share, to the same consultant in connection with the financial advisory services provided to the Company. The warrants terminate seven years after their grant date. The warrants vested in twenty-four equal monthly increments of 0.83 shares each on the last calendar day of each calendar month commencing April 27, 2010. The grant date fair value of the additional warrants issued on April 27, 2010 was $2.12 per share. Accordingly, these non-employee equity instruments were re-measured as they vested over the requisite service period. These warrants became fully vested during the quarter ended March 31, 2012, in which the final re-measured fair value was $1.42 per share. | |||||||||||||||||
The Company determined the fair value of the warrants at the date of grant, and upon the re-measurement dates, using the Black-Scholes option pricing model based on the fair value of the underlying common stock, the exercise price, remaining contractual term, risk-free rate and expected volatility. No warrants were exercised during the fiscal year 2013. As of September 28, 2013, warrants to purchase 50 shares of common stock were outstanding and exercisable. The aggregate intrinsic value of outstanding and exercisable warrants was $0 as of September 28, 2013, which was calculated as the difference between the exercise price of underlying awards and the closing price of the Company’s common stock for warrants that were in-the-money. Total warrants share-based compensation expense recognized during the thirty-nine weeks ended September 28, 2013 and September 29, 2012 was $0 and $16, respectively. The Company had no unrecognized share-based compensation expense related to warrants outstanding as of September 28, 2013. | |||||||||||||||||
Share-Based Compensation Expense | |||||||||||||||||
The fair value of each option grant, excluding those options issued from the stock option exchange program as discussed above, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected life | 5.21–5.73 years | 5.73 years | 5.21–5.73 years | 5.73 years | |||||||||||||
Risk-free interest rate | 1.4% – 1.8% | 0.8% – 1.0% | 1.0% – 1.8% | 0.8% – 1.2% | |||||||||||||
Expected volatility | 67% – 73% | 74% | 67% – 73% | 73% – 74% | |||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||||||
Share-based compensation from options, warrants and stock awards is included in our consolidated statements of comprehensive operations, as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Marketing expense | $ | 77 | $ | 225 | $ | 230 | $ | 421 | |||||||||
General and administrative expense | 191 | 265 | 693 | 841 | |||||||||||||
Fulfillment expense | 25 | (54 | ) | 81 | 82 | ||||||||||||
Technology expense | 22 | 14 | 61 | 64 | |||||||||||||
Total share-based compensation expense | $ | 315 | $ | 450 | $ | 1,065 | $ | 1,408 | |||||||||
The share-based compensation expense is net of amounts capitalized to internally-developed software of $40 and $56 during the thirteen weeks ended September 29, 2013 and September 29, 2012, respectively, and $188 and $192 during the thirty-nine weeks ended September 28, 2013 and September 29, 2012, respectively. | |||||||||||||||||
Under ASC 718, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company’s estimated forfeiture rates are calculated based on actual historical forfeitures experienced under our equity plans. The Company’s forfeiture rates were 16% to 34% for each period of the thirty-nine weeks ended September 28, 2013 and September 29, 2012. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
Note 8 – Net Loss Per Share | |||||||||||||||||
Net loss per share has been computed in accordance with ASC 260 Earnings per Share. The following table sets forth the computation of basic and diluted net loss per share: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss per share: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (1,399 | ) | $ | (2,711 | ) | $ | (14,309 | ) | $ | (5,195 | ) | |||||
Dividends on Series A Convertible Preferred Stock | 60 | — | 124 | — | |||||||||||||
Net loss available to common shares | $ | (1,459 | ) | $ | (2,711 | ) | $ | (14,433 | ) | $ | (5,195 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding (basic) | 33,218 | 30,854 | 32,493 | 30,716 | |||||||||||||
Common equivalent shares from common stock options and warrants | — | — | — | — | |||||||||||||
Weighted-average common shares outstanding (diluted) | 33,218 | 30,854 | 32,493 | 30,716 | |||||||||||||
Basic and diluted net loss per share | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.44 | ) | $ | (0.17 | ) | |||||
The weighted-average anti-dilutive securities, which are excluded from the calculation of diluted earnings per share due to the Company’s net loss position for the periods then ended (including securities that would otherwise be excluded from the calculation of diluted earnings per share due to the Company’s stock price), are as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Common stock warrants | 50 | 50 | 50 | 50 | |||||||||||||
Series A Convertible Preferred Stock | 4,150 | — | 2,110 | — | |||||||||||||
Options to purchase common stock | 6,619 | 7,677 | 7,079 | 7,727 | |||||||||||||
Total | 10,819 | 7,727 | 9,239 | 7,777 | |||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Note 9 – Income Taxes | |
As discussed in “Note 1 – Summary of Significant Accounting Policies and Nature of Operations”, the Company applies the current U.S. GAAP on accounting for uncertain tax positions, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has greater than 50 percent likelihood of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of September 28, 2013, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. The Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. | |
The Company is subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2009-2012 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 2010-2012 remain open. | |
For the thirteen and thirty-nine weeks ended September 28, 2013, the effective tax rate for the Company was (0.1)% and (0.6)%, respectively. The Company’s effective tax rate for the thirteen and thirty-nine weeks ended September 28, 2013 differed from the U.S. federal statutory rate primarily as a result of the recording of valuation allowance against the pre-tax losses. For the thirteen and thirty-nine weeks ended September 29, 2012, the effective tax rate for the Company was (1.5)% and (6.0)%, respectively. The Company’s effective tax rate for the thirteen and thirty-nine weeks ended September 29, 2012 differed from the U.S. federal statutory rate primarily as a result of the recording of valuation allowance against the pre-tax losses and the increase in deferred tax liabilities related to tax deductible indefinite-lived intangible assets. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Note 10 – Commitments and Contingencies | |||||
Facilities Leases | |||||
The Company’s corporate headquarters and warehouse facilities are located in Carson, California. As of September 28, 2013, we maintained multiple separate leases for the Carson, California facilities. The Company’s corporate headquarters has an initial lease term of five years through October 2016, and optional renewals through January 2020. The Company also leases warehouse space in Chesapeake, Virginia under an agreement scheduled to expire in June 2016. The Company’s lease agreement for the office and warehouse space in Independence, Ohio expired on June 30, 2013 and was not renewed by the Company. The Company’s Philippines subsidiary leases office space under a sixty-three month agreement through May 2015, renewable for an additional sixty months through April 2020. As of the date hereof, the Company has not committed to any facilities lease renewals. | |||||
Facility rent expense for the thirteen weeks ended September 28, 2013 and September 29, 2012 was $496 and $603, respectively. The Company’s facility rent expense was inclusive of amounts charged from a related party during the thirteen weeks ended September 28, 2013 and September 29, 2012 of $94 each period. Facility rent expense for the thirty-nine weeks ended September 28, 2013 and September 29, 2012, was $1,670 and $1,786, respectively. The Company’s facility rent expense was inclusive of amounts charged from a related party during the thirty-nine weeks ended September 28, 2013 and September 29, 2012 of $281 each period. | |||||
The following table summarizes the future minimum lease payments under non-cancellable operating leases as of September 28, 2013: | |||||
Less than one year | $ | 1,125 | |||
One to two years | 1,132 | ||||
Two to three years | 939 | ||||
Thereafter | — | ||||
Total | $ | 3,196 | |||
On April 17, 2013, the Company’s wholly-owned subsidiary WAG closed on the sale of its facility in LaSalle, Illinois. Under the terms of the purchase and sale agreement, simultaneously with the execution of the purchase and sale agreement and the closing of the sale of the property, the Company entered into a lease agreement with STORE for 20 years commencing upon the execution of the lease and terminating on April 30, 2033. The Company’s initial base annual rent is $853 for the first year subject to an annual increase by the lesser of 1.5% or 1.25 times the change in the Consumer Price Index. Refer to “Note 4 – Property and Equipment, Net” for additional details. | |||||
The following table summarizes the future minimum lease payments under the capital lease as of September 28, 2013: | |||||
Less than one year | $ | 1,002 | |||
One to two years | 1,006 | ||||
Two to three years | 993 | ||||
Three to four years | 911 | ||||
Four to five years | 911 | ||||
Thereafter | 14,949 | ||||
Total | $ | 19,772 | |||
Legal Matters | |||||
Asbestos. A wholly-owned subsidiary of the Company, Automotive Specialty Accessories and Parts, Inc. and its wholly-owned subsidiary 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. | |||||
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. |
Employee_Retirement_Plan_and_D
Employee Retirement Plan and Deferred Compensation Plan | 9 Months Ended |
Sep. 28, 2013 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Retirement Plan and Deferred Compensation Plan | ' |
Note 11 – Employee Retirement Plan and Deferred Compensation Plan | |
Effective February 17, 2006, the Company adopted a 401(k) defined contribution retirement plan covering all full time employees who have completed one month of service. The Company may, at its sole discretion, match fifty cents per dollar up to 6% of each participating employee’s salary. The Company’s contributions vest in annual installments over three years. Discretionary contributions made by the Company totaled $68 and $85 for thirteen weeks ended September 28, 2013 and September 29, 2012, respectively. Discretionary contributions made by the Company totaled $223 and $256 for thirty-nine weeks ended September 28, 2013 and September 29, 2012, respectively. | |
In January 2010, the Company adopted the U.S. Auto Parts Network, Inc. Management Deferred Compensation Plan (the “Deferred Compensation Plan”), for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 90% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan, which is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, is informally funded by the Company through the purchase of Company-owned life insurance policies with the Company (employer) as the owner and beneficiary, in order to preserve the tax-deferred savings advantages of a non-qualified plan. The plan assets are the cash surrender value of the Company-owned life insurance policies and not associated with the deferred compensation liability. The deferred compensation liabilities (consisting of employer contributions, employee deferrals and associated earnings and losses) are general unsecured obligations of the Company. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments. The Company may at its discretion contribute certain amounts to eligible employee accounts. In January 2010, the Company began to contribute 50% of the first 2% of participants’ eligible contributions into their Deferred Compensation Plan accounts. In September 2010, the Company established and transferred its ownership to a rabbi trust to hold the Company-owned life insurance policies. As of September 28, 2013, the assets and associated liabilities of the Deferred Compensation Plan were $852 and $769, respectively, and are included in other non-current assets and other non-current liabilities, respectively, in our consolidated balance sheets. As of December 29, 2012, the assets and associated liabilities of the Deferred Compensation Plan were $697 and $651, respectively, and are included in other non-current assets and other non-current liabilities, respectively, in our consolidated balance sheets. As of September 28, 2013, the associated liabilities mainly include the employee contributions of $614 and the Company contributions of $137. As of September 29, 2012, the associated liabilities mainly include the employee contributions of $476 and the Company contributions of $99. For the thirteen weeks ended September 28, 2013 and September 29, 2012, included in other income, the Company recorded a gain of $24 and $21, respectively, for the change in the cash surrender value of the Company-owned life insurance policies. For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, included in other income, net, the Company recorded gain of $48 and $37, respectively, for the change in the cash surrender value of the Company-owned life insurance policies. |
Restructuring_Costs
Restructuring Costs | 9 Months Ended |
Sep. 28, 2013 | |
Restructuring And Related Activities [Abstract] | ' |
Restructuring Costs | ' |
Note 12 – Restructuring Costs | |
The Company executed key initiatives to reduce labor costs and improve operating efficiencies in response to the challenges in the marketplace and general market conditions. In August 2012, we closed our call center in LaSalle, Illinois and reduced our workforce by 71 people resulting in severance charges of $640 recorded in marketing expense, fulfillment expense and technology expense of $396, $228 and $16, respectively. As of December 29, 2012, severance payable was $220. In the first half of 2013, we laid off 13 employees in the United States and 163 employees in the Philippines reducing our workforce by a total of 176 employees in the first quarter of 2013 and 15 employees in the second quarter of 2013. For the thirty-nine weeks ended September 28, 2013, the severance charges of approximately $723 were recorded in marketing expense, general and administrative expense, fulfillment expense and technology expense for $394, $109, $58 and $162, respectively. No severance charges were recorded in the third quarter of 2013. As of September 28, 2013, there was no severance payable and there were no adjustments made to severance payable during the thirty-nine weeks ended September 28, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Nature of Operations (Policies) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Presentation | ' | ||||||||
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 September 28, 2013 and the consolidated results of operations for the thirteen and thirty-nine weeks ended September 28, 2013 and September 29, 2012, and cash flows for the thirty-nine weeks ended September 28, 2013 and September 29, 2012. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company’s results of operations for the thirteen and thirty-nine weeks ended September 28, 2013 are not necessarily indicative of those to be expected for the entire fiscal year. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 29, 2012, which was filed with the SEC on March 25, 2013. | |||||||||
During the thirteen and thirty-nine weeks ended September 28, 2013, the Company’s revenues declined by 15.5% and 19.1%, respectively, compared to the same periods in 2012. Additionally, the Company incurred a net loss of $1,399 and $14,309 for the thirteen and thirty-nine weeks ended September 28, 2013, respectively, after incurring net losses of $35,978 and $15,137 in fiscal years 2012 and 2011, respectively. 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. We expect the decrease in our revenues and net loss to be significantly lower in the fourth quarter of 2013 compared to the fourth quarter of 2012. Should the Company’s expected trend in the fourth quarter of 2013 worsen in 2014, it could negatively impact our liquidity as we may not be able to provide positive cash flows from operations in order to meet our working capital requirements. We may need to borrow additional funds from our credit facility, which under certain circumstances may not be available, sell our assets or seek equity or additional debt financing in the future. There can be no assurance that we would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all. If our expected downward trend in revenues, and net loss continues for longer than we expect because our strategies to return to positive sales growth and profitability are not successful or otherwise, and if we are not able to raise adequate additional financing or proceeds from asset sales to continue to fund our ongoing operations, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations. | |||||||||
Fiscal Periods | ' | ||||||||
Fiscal Periods | |||||||||
The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. Quarterly periods are based on the thirteen weeks ending on the Saturday closest to the calendar quarter end date. | |||||||||
Principles of Consolidation | ' | ||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. | |||||||||
Use of Estimates | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include, but are not limited to, those related to revenue recognition, uncollectible receivables, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible assets and other long-lived assets, recoverability of software development costs, contingencies and share-based compensation expense that results from estimated grant date fair values, vesting of issued equity awards and modification of awards. Actual results could differ from these estimates. | |||||||||
Statement of Cash Flows | ' | ||||||||
Statement of Cash Flows | |||||||||
The net change in the Company’s book overdraft is presented net of accounts payable in the operating activity of the consolidated statement of cash flows. The book overdraft represents a credit balance in the Company’s general ledger but the Company has a positive bank account balance. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all money market funds and short-term investments purchased with original maturities of ninety days or less to be cash equivalents. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value at September 28, 2013 and December 29, 2012 due to their short-term maturities. Marketable securities and investments are carried at fair value, as discussed below. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. If the Company’s revolving loan payable (see “Note 6 – Borrowings”) had been measured at fair value at September 28, 2013, it would be categorized in Level 2 of the fair value hierarchy, as the estimated value would be based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same or similar terms. Accordingly, financial instruments that are not measured at fair value include accounts receivable, accounts payable and debt. Refer to “Note 3 – Fair Value Measurements” for additional fair value information. | |||||||||
Accounts Receivable and Concentration of Credit Risk | ' | ||||||||
Accounts Receivable and Concentration of Credit Risk | |||||||||
Accounts receivable are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers primarily based on the volume purchased by the customer, customer creditworthiness and past transaction history. | |||||||||
Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. | |||||||||
Marketable Securities and Investments | ' | ||||||||
Marketable Securities and Investments | |||||||||
Marketable securities and investments are comprised of closed-end funds primarily invested in mutual funds. Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | |||||||||
Other-Than-Temporary Impairment | ' | ||||||||
Other-Than-Temporary Impairment | |||||||||
All of the Company’s marketable securities and investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. No other-than-temporary impairment charges were recorded on any investments during the thirty-nine week periods ended September 28, 2013 and September 29, 2012. | |||||||||
Inventory | ' | ||||||||
Inventory | |||||||||
Inventories consist of finished goods available-for-sale and are stated at the lower of cost or market value, determined using the first-in first-out (“FIFO”) method. The Company purchases inventory from suppliers both domestically and internationally, and routinely enters into supply agreements with U.S.–based suppliers and its primary drop-ship vendors. The Company believes that its products are generally available from more than one supplier and seeks to maintain multiple sources for its products, both internationally and domestically. The Company primarily purchases products in bulk quantities to take advantage of quantity discounts and to ensure inventory availability. Inventory is reported at the lower of cost or market, adjusted for slow moving, obsolete or scrap product. Inventory at September 28, 2013 and December 29, 2012 was $40,177 and $42,727, respectively, which included items in-transit to our warehouses, in the amount of $5,154 and $6,418, respectively. | |||||||||
Website and Software Development Costs | ' | ||||||||
Website and Software Development Costs | |||||||||
The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350-50 Intangibles – Goodwill and Other – Website Development Costs and ASC 350-40 Intangibles – Goodwill and Other – Internal-Use Software, when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. | |||||||||
Long-Lived Assets and Intangibles Subject to Amortization | ' | ||||||||
Long-Lived Assets and Intangibles Subject to Amortization | |||||||||
The Company accounts for the impairment and disposition of long-lived assets, including intangibles subject to amortization, in accordance with ASC 360 Property, Plant and Equipment (“ASC 360”). Management assesses potential impairments whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss will result when the carrying value exceeds the undiscounted cash flows estimated to result from the use and eventual disposition of the asset or asset group. Impairment losses will be recognized in operating results to the extent that the carrying value exceeds the discounted future cash flows estimated to result from the use and eventual disposition of the asset or asset group. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset or asset group. The reasonableness of our judgments could significantly affect the carrying value of our long-lived assets. During the second quarter of 2013, the Company recognized an impairment loss on property and equipment and intangible assets subject to amortization of $4,832 and $1,245, respectively. As of September 28, 2013, the Company’s long-lived assets did not indicate a potential impairment under the provisions of ASC 360, therefore no impairment charges were recorded during the third quarter of 2013. For the thirty-nine weeks ended September 29, 2012, no impairment charges were recorded. During the fourth quarter of 2012, the Company recognized an impairment loss on property and equipment and intangible assets subject to amortization of $1,960 and $1,745, respectively. If cash flows deteriorate, or if cash flows do not improve and additions to property and equipment continue at their current levels, it may result to future impairments. Refer to “Note 3 – Fair Value Measurements” “Note 4 – Property and Equipment, Net” and “Note 5 – Intangible Assets” for further details. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, both title and risk of loss or damage have transferred, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company retains the risk of loss or damage during transit, therefore, revenue from product sales is recognized at the delivery date to customer, not upon shipment. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. | |||||||||
Revenue from sales of advertising is recorded when performance requirements of the related advertising program agreement are met. | |||||||||
The Company evaluates the criteria of ASC 605-45 Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is the primary party obligated in a transaction, the Company is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at gross. | |||||||||
Payments received prior to the delivery of goods to customers are recorded as deferred revenue. | |||||||||
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. | |||||||||
Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Credits are issued to customers for returned products. | |||||||||
Cost of Sales | ' | ||||||||
Cost of Sales | |||||||||
Cost of sales consists of the direct costs associated with procuring parts from suppliers and delivering products to customers. These costs include direct product costs, outbound freight and shipping costs, warehouse supplies and warranty costs, partially offset by purchase discounts and cooperative advertising. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses as noted below. | |||||||||
Warranty Costs | ' | ||||||||
Warranty Costs | |||||||||
The Company or the vendors supplying its products provide the Company’s customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company’s vendors are the party primarily responsible for warranty claims. Standard product warranties sold separately by the Company are recorded as deferred revenue and recognized ratably over the life of the warranty, ranging from one to five years. The Company also offers extended warranties that are imbedded in the price of selected private label products we sell. The product brands that include the extended warranty coverage are offered at three different service levels: (a) a five year unlimited product replacement, (b) a five year one-time product replacement, and (c) a three year one-time product replacement. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product’s historical return rate and historical warranty cost. The standard and extended warranty obligations are recorded as warranty liabilities and included in other current liabilities in the consolidated balance sheets. For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the activity in our aggregate warranty liabilities was as follows: | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Warranty liabilities, beginning of period | $ | 282 | $ | 384 | |||||
Adjustments to preexisting warranty liabilities | (79 | ) | (232 | ) | |||||
Additions to warranty liabilities | 148 | 198 | |||||||
Reductions to warranty liabilities | (46 | ) | (95 | ) | |||||
Warranty liabilities, end of period | $ | 305 | $ | 255 | |||||
Marketing Expense | ' | ||||||||
Marketing Expense | |||||||||
Marketing costs, including advertising, are expensed as incurred. The majority of advertising expense is paid to internet search engine service providers and internet commerce facilitators. For the thirteen weeks ended September 28, 2013 and September 29, 2012, the Company recognized advertising costs of $4,000 and $4,977, respectively. For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the Company recognized advertising costs of $12,908 and $16,299, respectively. Marketing costs also include depreciation and amortization expense and share-based compensation expense | |||||||||
General and Administrative Expense | ' | ||||||||
General and Administrative Expense | |||||||||
General and administrative expense consists primarily of administrative payroll and related expenses, merchant processing fees, legal and professional fees and other administrative costs. General and administrative expense also includes depreciation and amortization expense and share-based compensation expense. | |||||||||
Fulfillment Expense | ' | ||||||||
Fulfillment Expense | |||||||||
Fulfillment expense consists primarily of payroll and related costs associated with warehouse employees and the Company’s purchasing group, facilities rent, building maintenance, depreciation and other costs associated with inventory management and wholesale operations. Fulfillment expense also includes share-based compensation expense. | |||||||||
Technology Expense | ' | ||||||||
Technology Expense | |||||||||
Technology expense consists primarily of payroll and related expenses of our information technology personnel, the cost of hosting the Company’s servers, communications expenses and Internet connectivity costs, computer support and software development amortization expense. Technology expense also includes share-based compensation expense. | |||||||||
Share-Based Compensation | ' | ||||||||
Share-Based Compensation | |||||||||
The Company accounts for share-based compensation in accordance with ASC 718 Compensation – Stock Compensation (“ASC 718”). All stock options issued to employees are recognized as share-based compensation expense in the financial statements based on their respective grant date fair values, and are recognized within the statement of comprehensive income or loss as marketing, general and administrative, fulfillment or technology expense, based on employee departmental classifications. Under this standard, the fair value of each share-based payment award is estimated on the date of grant using an option pricing model that meets certain requirements. The Company currently uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. | |||||||||
The Company incorporates its own historical volatility into the grant-date fair value calculations. The expected term of an award is based on combining historical exercise data with expected weighted time outstanding. Expected weighted time outstanding is calculated by assuming the settlement of outstanding awards is at the midpoint between the remaining weighted average vesting date and the expiration date. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of awards. The dividend yield assumption is based on the Company’s expectation of paying no dividends on its common stock. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company considers many factors when estimating expected forfeitures, including employee class, economic environment, and historical experience. | |||||||||
The Company accounts for equity instruments issued in exchange for the receipt of services from non-employee directors in accordance with the provisions of ASC 718. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. Equity instruments awarded to non-employees are periodically re-measured as the underlying awards vest unless the instruments are fully vested, immediately exercisable and non-forfeitable on the date of grant. | |||||||||
The Company accounts for modifications to its share-based payment awards in accordance with the provisions of ASC 718. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date, and is recognized as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards). Any unrecognized compensation cost remaining from the original award is recognized over the vesting period of the modified award. | |||||||||
Other Income, net | ' | ||||||||
Other Income, net | |||||||||
Other income, net consists of miscellaneous income or expense such as gains/losses from disposition of assets, and interest income comprised primarily of interest income on investments. | |||||||||
Interest Expense | ' | ||||||||
Interest Expense | |||||||||
Interest expense consists primarily of interest expense on our outstanding loan balance, deferred financing cost amortization, and interest from capital lease obligations. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When appropriate, a valuation allowance is established to reduce deferred tax assets, which include tax credits and loss carry forwards, to the amount that is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, tax planning strategies and recent financial operations. | |||||||||
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of September 28, 2013, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. | |||||||||
Taxes Collected from Customers and Remitted to Governmental Authorities | ' | ||||||||
Taxes Collected from Customers and Remitted to Governmental Authorities | |||||||||
We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605-45-50-3 Taxes Collected from Customers and Remitted to Governmental Authorities. | |||||||||
Leases | ' | ||||||||
Leases | |||||||||
The Company analyzes lease agreements for operating versus capital lease treatment in accordance with ASC 840 Leases. Rent expense for leases designated as operating leases is expensed on a straight-line basis over the term of the lease. For capital leases, the present value of future minimum lease payments at the inception of the lease is reflected as a capital lease asset and a capital lease payable in the consolidated balance sheets. Amounts due within one year are classified as current liabilities and the remaining balance as non-current liabilities. | |||||||||
Foreign Currency Translation | ' | ||||||||
Foreign Currency Translation | |||||||||
For each of the Company’s foreign subsidiaries, the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates. The effects of the foreign currency translation adjustments are included as a component of accumulated other comprehensive income or loss in the Company’s consolidated balance sheets. | |||||||||
Comprehensive Income | ' | ||||||||
Comprehensive Income | |||||||||
The Company reports comprehensive income or loss in accordance with ASC 220 Comprehensive Income. Accumulated other comprehensive income or loss, included in the Company’s consolidated balance sheets, includes foreign currency translation adjustments related to the Company’s foreign operations, and unrealized holding gains and losses from available-for-sale marketable securities and investments. The Company presents the components of net income or loss and other comprehensive income or loss in its consolidated statements of comprehensive operations. | |||||||||
Segment Data | ' | ||||||||
Segment Data | |||||||||
The Company operates in two reportable segments and reporting revenues by product line or geographic location is impracticable. Certain long-lived assets are held in the Philippines (refer to “Note 4 – Property and Equipment, Net”). The criteria the Company used to identify its operating segments are primarily the nature of the products the Company sells and the consolidated operating results that are regularly reviewed by the Company’s chief operating decision maker to assess performance and make operating decisions. We identified two reporting units, Base USAP, which is the core auto parts business, and AutoMD, an online automotive repair source, in accordance with ASC 280 Segment Reporting. There have been no significant revenues generated from AutoMD. AutoMD incurred total expenses of $369 and $608 during the thirteen weeks ended September 28, 2013 and September 29, 2012, respectively. AutoMD incurred total expenses of $1,601 and $1,715 during the thirty-nine weeks ended September 28, 2013 and September 29, 2012, respectively, which are primarily related to depreciation and amortization expense of capitalized website and software development costs. Total assets for AutoMD were $1,649 and $2,059 as of September 28, 2013 and December 29, 2012, respectively, which are primarily related to capitalized website and software development costs. | |||||||||
Recent Accounting Pronouncements | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income to improve the reporting reclassifications out of accumulated other comprehensive income of various components. The guidance requires presentation of significant amounts reclassified from each component of accumulated other comprehensive income and the income statement line items affected by the reclassification either parenthetically on the face of the financial statements or in the notes. The Company adopted the provisions of ASU 2013-02 beginning fiscal year 2013. The adoption of the amendments did not have a material impact on the Company’s consolidated financial statements. | |||||||||
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in this ASU require an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. An entity is required to apply the amendments effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not anticipate any material impact from the adoption of these amendments to the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Nature of Operations (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Aggregate Warranty Liabilities | ' | ||||||||
For the thirty-nine weeks ended September 28, 2013 and September 29, 2012, the activity in our aggregate warranty liabilities was as follows: | |||||||||
September 28, | September 29, | ||||||||
2013 | 2012 | ||||||||
Warranty liabilities, beginning of period | $ | 282 | $ | 384 | |||||
Adjustments to preexisting warranty liabilities | (79 | ) | (232 | ) | |||||
Additions to warranty liabilities | 148 | 198 | |||||||
Reductions to warranty liabilities | (46 | ) | (95 | ) | |||||
Warranty liabilities, end of period | $ | 305 | $ | 255 | |||||
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Investments Schedule [Abstract] | ' | ||||||||||||||||
Securities and Investments Recorded at Fair Value | ' | ||||||||||||||||
As of September 28, 2013, the Company held the following securities and investments, recorded at fair value: | |||||||||||||||||
Amortized | Unrealized | Fair Value | |||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Mutual funds (1) | $ | 89 | $ | 6 | $ | (2 | ) | $ | 93 | ||||||||
As of December 29, 2012, the Company held the following securities and investments, recorded at fair value: | |||||||||||||||||
Amortized | Unrealized | Fair Value | |||||||||||||||
Cost | Gains | Losses | |||||||||||||||
Mutual funds (1) | $ | 110 | $ | — | $ | — | $ | 110 | |||||||||
(1) | Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Financial Assets Valued on Recurring Basis | ' | ||||||||||||||||||||
The following table represents our fair value hierarchy and the valuation techniques used for financial assets measured at fair value on a recurring basis: | |||||||||||||||||||||
As of September 28, 2013 | |||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | |||||||||||||||||
Techniques | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,099 | $ | 1,099 | $ | — | $ | — | (a | ) | |||||||||||
Investments – mutual funds (2) | 93 | 93 | — | — | (a | ) | |||||||||||||||
$ | 1,192 | $ | 1,192 | $ | — | $ | — | ||||||||||||||
As of December 29, 2012 | |||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | |||||||||||||||||
Techniques | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,030 | $ | 1,030 | $ | — | $ | — | (a | ) | |||||||||||
Investments – mutual funds (2) | 110 | 110 | — | — | (a | ) | |||||||||||||||
$ | 1,140 | $ | 1,140 | $ | — | $ | — | ||||||||||||||
(1) | Cash equivalents consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase, for which the Company determines fair value through quoted market prices. | ||||||||||||||||||||
(2) | Investments consist of mutual funds, classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Summary of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following at September 28, 2013 and December 29, 2012: | |||||||||
September 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 630 | $ | 630 | |||||
Building | 8,877 | 10,680 | |||||||
Machinery and equipment | 12,332 | 13,249 | |||||||
Computer software (purchased and developed) and equipment | 53,727 | 46,884 | |||||||
Vehicles | 260 | 261 | |||||||
Leasehold improvements | 1,787 | 2,364 | |||||||
Furniture and fixtures | 1,073 | 1,131 | |||||||
Construction in process | 2,014 | 3,043 | |||||||
80,700 | 78,242 | ||||||||
Less accumulated depreciation, amortization and impairment | (60,292 | ) | (49,683 | ) | |||||
Property and equipment, net | $ | 20,408 | $ | 28,559 | |||||
Summary of Estimated Useful Lives of Property and Equipment | ' | ||||||||
Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes, at rates based on the following estimated useful lives: | |||||||||
Years | |||||||||
Machinery and equipment | 2 - 5 | ||||||||
Computer software (purchased and developed) | 3-Feb | ||||||||
Computer equipment | 5-Feb | ||||||||
Vehicles | 5-Mar | ||||||||
Leasehold improvements* | 5-Mar | ||||||||
Furniture and fixtures | 7-Mar | ||||||||
Land and building subject to capital lease | 20 | ||||||||
* | The estimated useful life is the lesser of 3-5 years or the lease term. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Summary of Intangible Assets | ' | ||||||||||||||||||||||||||||
Intangible assets consisted of the following at September 28, 2013 and December 29, 2012: | |||||||||||||||||||||||||||||
September 28, 2013 | December 29, 2012 | ||||||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accum. | Net | |||||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | ||||||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | ||||||||||||||||||||||||
Intangible assets subject to amortization: | |||||||||||||||||||||||||||||
Websites | 5 years | $ | — | $ | — | $ | — | $ | 2,035 | $ | (2,035 | ) | $ | — | |||||||||||||||
Internet platform intellectual property | 10 months | — | — | — | 4,300 | (4,300 | ) | — | |||||||||||||||||||||
Product design intellectual property (1) | 4 years | 2,750 | (1,778 | ) | 972 | 2,750 | (722 | ) | 2,028 | ||||||||||||||||||||
Customer relationships | 4 years | — | — | — | 2,050 | (2,050 | ) | — | |||||||||||||||||||||
Assembled workforce | 7 years | — | — | — | 512 | (512 | ) | — | |||||||||||||||||||||
Favorable lease | 2.5 years | — | — | — | 78 | (78 | ) | — | |||||||||||||||||||||
Domain and trade names (2) | 10 years | 1,199 | (488 | ) | 711 | 5,067 | (3,868 | ) | 1,199 | ||||||||||||||||||||
Total | $ | 3,949 | $ | (2,266 | ) | $ | 1,683 | $ | 16,792 | $ | (13,565 | ) | $ | 3,227 | |||||||||||||||
(1) | During the second quarter of 2013, based on its impairment analysis, the Company changed the estimated useful life for product design and intellectual property from 9 years to 4 years. | ||||||||||||||||||||||||||||
(2) | Prior to the fourth quarter of 2012, domain and trade names had an indefinite useful life. During the fourth quarter of 2012, after an impairment charge was recognized, the gross carrying amount was based on the fair value of the domain and trade names and the Company determined an estimated useful life of 10 years. | ||||||||||||||||||||||||||||
Summary of Future Estimated Annual Amortization Expense | ' | ||||||||||||||||||||||||||||
The following table summarizes the future estimated annual amortization expense for these assets over the next five years: | |||||||||||||||||||||||||||||
2013 | $ | 84 | |||||||||||||||||||||||||||
2014 | 336 | ||||||||||||||||||||||||||||
2015 | 336 | ||||||||||||||||||||||||||||
2016 | 336 | ||||||||||||||||||||||||||||
2017 | 207 | ||||||||||||||||||||||||||||
Thereafter | 384 | ||||||||||||||||||||||||||||
Total | $ | 1,683 | |||||||||||||||||||||||||||
Borrowings_Tables
Borrowings (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Debt Disclosure [Abstract] | ' | ||||
Present Value of Net Minimum Payments on Capital Leases | ' | ||||
The present value of the net minimum payments on capital leases as of September 28, 2013 is as follows: | |||||
Total minimum lease payments | $ | 19,772 | |||
Less amount representing interest | (9,929 | ) | |||
Present value of net minimum lease payments | 9,843 | ||||
Current portion of capital leases payable | (285 | ) | |||
Capital leases payable, net of current portion | $ | 9,558 | |||
Stockholders_Equity_and_ShareB1
Stockholders' Equity and Share-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 28, 2013, and details regarding the options outstanding and exercisable at September 28, 2013: | |||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic Value (1) | |||||||||||||||
Exercise Price | Contractual | ||||||||||||||||
Term (in years) | |||||||||||||||||
Options outstanding, December 29, 2012 | 7,428 | $ | 5.13 | 6.23 | |||||||||||||
Granted (2) | 1,253 | $ | 1.02 | ||||||||||||||
Exercised | (17 | ) | $ | 1.31 | |||||||||||||
Cancelled: | |||||||||||||||||
Forfeited | (105 | ) | $ | 4.75 | |||||||||||||
Expired | (299 | ) | $ | 4.42 | |||||||||||||
Stock option exchange (2) | (3,475 | ) | $ | 6.65 | |||||||||||||
Options outstanding, September 28, 2013 | 4,785 | $ | 3.01 | 6.56 | $ | 328 | |||||||||||
Vested and expected to vest at September 28, 2013 | 4,184 | $ | 3.26 | 6.09 | $ | 186 | |||||||||||
Options exercisable, September 28, 2013 | 3,204 | $ | 3.68 | 5.04 | $ | — | |||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on September 28, 2013 as reported on the NASDAQ National Market, for all options outstanding that have an exercise price currently below the closing price. | ||||||||||||||||
-2 | Refer to discussion below under the heading “Stock Option Exchange Program” for details. For stock options granted during the period, 993 shares were issued from the stock option exchange program. | ||||||||||||||||
Summary of Assumptions Used for Fair Value of Surrendered Stock Options and New Stock Options | ' | ||||||||||||||||
The fair value of the surrendered stock options and the new stock options was estimated on the date of the exchange using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||
Surrendered | New | ||||||||||||||||
Stock Options | Stock Options | ||||||||||||||||
Expected life | 1.93 – 6.87 years | 5.84 years | |||||||||||||||
Risk-free interest rate | 0.5% – 2.4% | 2.00% | |||||||||||||||
Expected volatility | 55% – 73% | 72% | |||||||||||||||
Expected dividend yield | 0% | 0% | |||||||||||||||
Summary of Assumptions Used for Fair Value of Option Grant | ' | ||||||||||||||||
The fair value of each option grant, excluding those options issued from the stock option exchange program as discussed above, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected life | 5.21–5.73 years | 5.73 years | 5.21–5.73 years | 5.73 years | |||||||||||||
Risk-free interest rate | 1.4% – 1.8% | 0.8% – 1.0% | 1.0% – 1.8% | 0.8% – 1.2% | |||||||||||||
Expected volatility | 67% – 73% | 74% | 67% – 73% | 73% – 74% | |||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||||||
Summary of Share-based Compensation from Options, Warrants and Stock Awards | ' | ||||||||||||||||
Share-based compensation from options, warrants and stock awards is included in our consolidated statements of comprehensive operations, as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Marketing expense | $ | 77 | $ | 225 | $ | 230 | $ | 421 | |||||||||
General and administrative expense | 191 | 265 | 693 | 841 | |||||||||||||
Fulfillment expense | 25 | (54 | ) | 81 | 82 | ||||||||||||
Technology expense | 22 | 14 | 61 | 64 | |||||||||||||
Total share-based compensation expense | $ | 315 | $ | 450 | $ | 1,065 | $ | 1,408 | |||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted net loss per share: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net loss per share: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (1,399 | ) | $ | (2,711 | ) | $ | (14,309 | ) | $ | (5,195 | ) | |||||
Dividends on Series A Convertible Preferred Stock | 60 | — | 124 | — | |||||||||||||
Net loss available to common shares | $ | (1,459 | ) | $ | (2,711 | ) | $ | (14,433 | ) | $ | (5,195 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average common shares outstanding (basic) | 33,218 | 30,854 | 32,493 | 30,716 | |||||||||||||
Common equivalent shares from common stock options and warrants | — | — | — | — | |||||||||||||
Weighted-average common shares outstanding (diluted) | 33,218 | 30,854 | 32,493 | 30,716 | |||||||||||||
Basic and diluted net loss per share | $ | (0.04 | ) | $ | (0.09 | ) | $ | (0.44 | ) | $ | (0.17 | ) | |||||
Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share | ' | ||||||||||||||||
The weighted-average anti-dilutive securities, which are excluded from the calculation of diluted earnings per share due to the Company’s net loss position for the periods then ended (including securities that would otherwise be excluded from the calculation of diluted earnings per share due to the Company’s stock price), are as follows: | |||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Common stock warrants | 50 | 50 | 50 | 50 | |||||||||||||
Series A Convertible Preferred Stock | 4,150 | — | 2,110 | — | |||||||||||||
Options to purchase common stock | 6,619 | 7,677 | 7,079 | 7,727 | |||||||||||||
Total | 10,819 | 7,727 | 9,239 | 7,777 | |||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Summary of Future Minimum Lease Payments under Non-Cancellable Operating Leases | ' | ||||
The following table summarizes the future minimum lease payments under non-cancellable operating leases as of September 28, 2013: | |||||
Less than one year | $ | 1,125 | |||
One to two years | 1,132 | ||||
Two to three years | 939 | ||||
Thereafter | — | ||||
Total | $ | 3,196 | |||
Summary of Future Minimum Lease Payments under the Capital Lease | ' | ||||
The following table summarizes the future minimum lease payments under the capital lease as of September 28, 2013: | |||||
Less than one year | $ | 1,002 | |||
One to two years | 1,006 | ||||
Two to three years | 993 | ||||
Three to four years | 911 | ||||
Four to five years | 911 | ||||
Thereafter | 14,949 | ||||
Total | $ | 19,772 | |||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies and Nature of Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Dec. 31, 2011 |
Segment | ||||||||
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in revenue, percentage | 15.50% | ' | ' | ' | 19.10% | ' | ' | ' |
Net loss | ($1,399) | ' | ' | ($2,711) | ($14,309) | ($5,195) | ($35,978) | ($15,137) |
Original maturity of money market funds and short-term investments purchased | ' | ' | ' | ' | '90 days | ' | ' | ' |
Other than temporary impairment charges on investments | ' | ' | ' | ' | 0 | 0 | ' | ' |
Inventory | 40,177 | ' | 42,727 | ' | 40,177 | ' | 42,727 | ' |
Inventory in-transit | 5,154 | ' | 6,418 | ' | 5,154 | ' | 6,418 | ' |
Impairment loss on property and equipment | ' | 4,832 | 1,960 | ' | 4,832 | 0 | ' | ' |
Impairment loss on intangible assets | ' | 1,245 | 1,745 | ' | 1,245 | 0 | ' | ' |
Limited warranty description | ' | ' | ' | ' | 'The Company or the vendors supplying its products provide the Company's customers limited warranties on certain products that range from 30 days to lifetime. | ' | ' | ' |
Standard product warranty useful life, minimum | ' | ' | ' | ' | '1 year | ' | ' | ' |
Standard product warranty useful life, maximum | ' | ' | ' | ' | '5 years | ' | ' | ' |
Extended product warranty description | ' | ' | ' | ' | 'The product brands that include the extended warranty coverage are offered at three different service levels: (a) a five year unlimited product replacement, (b) a five year one-time product replacement, and (c) a three year one-time product replacement. | ' | ' | ' |
Advertising costs | 4,000 | ' | ' | 4,977 | 12,908 | 16,299 | ' | ' |
The likeliness that the tax position will be realized upon ultimate settlement | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Unrecognized tax benefits, interest or penalties | 0 | ' | ' | ' | 0 | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | 2 | ' | ' | ' |
Number of reporting units | ' | ' | ' | ' | 2 | ' | ' | ' |
Total expenses incurred | 19,153 | ' | ' | 25,441 | 70,388 | 77,927 | ' | ' |
Total Assets for Auto MD related to capitalized website and software development costs | 73,746 | ' | 88,877 | ' | 73,746 | ' | 88,877 | ' |
Segment Revenue, AutoMD | 61,724 | ' | ' | 73,014 | 195,018 | 241,169 | ' | ' |
Auto MD [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Revenue, AutoMD | ' | ' | ' | ' | 0 | ' | ' | ' |
Website and Software Development [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalization amount amortized on straight line basis over a period | ' | ' | ' | ' | '2 years | ' | ' | ' |
Website and Software Development [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalization amount amortized on straight line basis over a period | ' | ' | ' | ' | '3 years | ' | ' | ' |
Website and Software Development [Member] | Auto MD [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Total expenses incurred | 369 | ' | ' | 608 | 1,601 | 1,715 | ' | ' |
Total Assets for Auto MD related to capitalized website and software development costs | $1,649 | ' | $2,059 | ' | $1,649 | ' | $2,059 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies and Nature of Operations - Aggregate Warranty Liabilities (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Product Warranties Disclosures [Abstract] | ' | ' |
Warranty liabilities, beginning of period | $282 | $384 |
Adjustments to preexisting warranty liabilities | -79 | -232 |
Additions to warranty liabilities | 148 | 198 |
Reductions to warranty liabilities | -46 | -95 |
Warranty liabilities, end of period | $305 | $255 |
Investments_Securities_and_Inv
Investments - Securities and Investments Recorded at Fair Value (Detail) (Mutual Funds [Member], USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Mutual Funds [Member] | ' | ' |
Schedule of Available-for-Sale Securities [Line Items] | ' | ' |
Securities and investments, Amortized Cost | $89 | $110 |
Securities and investments, Unrealized Gains | 6 | ' |
Securities and investments, Unrealized Losses | -2 | ' |
Securities and investments, Fair Value | $93 | $110 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Mutual Funds [Member] | ||
Schedule of Available-for-Sale Securities [Line Items] | ' | ' |
Recognized gross realized losses | $0 | $4 |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets Valued on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | $1,192 | $1,140 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | 1,192 | 1,140 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Market Approach Valuation Technique [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | 1,099 | 1,030 |
Market Approach Valuation Technique [Member] | Investments - Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | 93 | 110 |
Market Approach Valuation Technique [Member] | Level 1 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | 1,099 | 1,030 |
Market Approach Valuation Technique [Member] | Level 1 [Member] | Investments - Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | 93 | 110 |
Market Approach Valuation Technique [Member] | Level 2 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Market Approach Valuation Technique [Member] | Level 2 [Member] | Investments - Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Market Approach Valuation Technique [Member] | Level 3 [Member] | Cash and Cash Equivalents [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Market Approach Valuation Technique [Member] | Level 3 [Member] | Investments - Mutual Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Assets, fair value | ' | ' |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jun. 29, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Transfers into or out of level 1 and level 2 assets | ' | ' | $0 | $0 |
Impairment loss on property and equipment | 4,832,000 | 1,960,000 | 4,832,000 | 0 |
Impairment loss on intangible assets | 1,245,000 | 1,745,000 | 1,245,000 | 0 |
Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Impairment loss on property and equipment | ' | ' | 4,832,000 | ' |
Impairment loss on intangible assets | ' | ' | $1,245,000 | ' |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 31, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | Jun. 17, 2013 |
Philippines [Member] | Philippines [Member] | Computer Equipment [Member] | Capital Leased Assets (Land and Building) [Member] | LaSalle, Illinois Facility [Member] | LaSalle, Illinois Facility [Member] | LaSalle, Illinois Facility [Member] | LaSalle, Illinois Facility [Member] | LaSalle, Illinois Facility [Member] | |||||||
Whitney Automotive Group (WAG) [Member] | |||||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expense | $2,472 | ' | ' | $3,785 | $9,736 | $11,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense related to La Salle, Illinois facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119 | ' | 198 | ' | ' |
Impairment loss on property and equipment | ' | 4,832 | 1,960 | ' | 4,832 | 0 | ' | ' | 4,832 | ' | ' | ' | ' | ' | ' |
Fair values discount rate | ' | ' | ' | ' | 14.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair values royalty rate | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of La Salle, Illinois facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,750 |
Net proceeds from sale of La Salle, Illinois facility | ' | ' | ' | ' | 9,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,507 |
Legal fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77 |
Period of lease under sale and lease back transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' |
Lease terms under sale and lease back | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company's initial base annual rent is $853 for the first year ("Base Rent Amount"), after which the rental amount will increase annually on May 1 by the lesser of 1.5% or 1.25 times the change in the Consumer Price Index as published by the U.S. Department of Labor's Bureau of Labor Statistics, except that in no event will the adjusted annual rental amount fall below the Base Rent Amount. | ' | ' | ' | ' |
Initial base annual rent for first year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 853 | ' | ' | ' |
Percentage of annual increase in base rent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' |
Increased percentage in base rent with change in consumer price index | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' |
Excess of net proceeds over the net carrying value of capital leased asset under sale and lease back | 376 | ' | ' | ' | 376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | $20,408 | ' | $28,559 | ' | $20,408 | ' | $625 | $1,042 | ' | $9,309 | ' | ' | ' | ' | ' |
Estimated useful life of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' |
Property_and_Equipment_Net_Sum
Property and Equipment, Net - Summary of Property and Equipment (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $80,700 | $78,242 |
Less accumulated depreciation, amortization and impairment | -60,292 | -49,683 |
Property and equipment, net | 20,408 | 28,559 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 630 | 630 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 8,877 | 10,680 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 12,332 | 13,249 |
Computer Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 53,727 | 46,884 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 260 | 261 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,787 | 2,364 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,073 | 1,131 |
Construction In Process [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $2,014 | $3,043 |
Property_and_Equipment_Net_Sum1
Property and Equipment, Net - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 9 Months Ended |
Sep. 28, 2013 | |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '2 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '5 years |
Computer Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '2 years |
Computer Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '3 years |
Computer Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '2 years |
Computer Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '5 years |
Vehicles [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '3 years |
Vehicles [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '5 years |
Leasehold Improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '3 years |
Leasehold Improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '5 years |
Furniture and Fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '3 years |
Furniture and Fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '7 years |
Capital Leased Assets (Land and Building) [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '20 years |
Property_and_Equipment_Net_Sum2
Property and Equipment, Net - Summary of Estimated Useful Lives of Property and Equipment (Parenthetical) (Detail) (Leasehold Improvements [Member]) | 9 Months Ended |
Sep. 28, 2013 | |
Property, Plant and Equipment [Line Items] | ' |
Description of estimated useful life of property and equipment | 'The estimated useful life is the lesser of 3-5 years or the lease term. |
Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '3 years |
Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life of property and equipment | '5 years |
Intangible_Assets_Summary_of_I
Intangible Assets - Summary of Intangible Assets (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Jun. 29, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Dec. 29, 2012 | Sep. 28, 2013 |
In Thousands, unless otherwise specified | Websites [Member] | Websites [Member] | Internet Platform Intellectual Property [Member] | Internet Platform Intellectual Property [Member] | Product Design Intellectual Property [Member] | Product Design Intellectual Property [Member] | Product Design Intellectual Property [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Assembled Workforce [Member] | Assembled Workforce [Member] | Favorable Lase [Member] | Favorable Lase [Member] | Domain and Trade Names [Member] | Domain and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of intangible asset revised | ' | ' | '5 years | ' | '10 months | ' | '4 years | '4 years | ' | '4 years | ' | '7 years | ' | '2 years 6 months | ' | '10 years | '10 years |
Finite-lived intangible assets, Gross Carrying Amount | $3,949 | $16,792 | ' | $2,035 | ' | $4,300 | ' | $2,750 | $2,750 | ' | $2,050 | ' | $512 | ' | $78 | $5,067 | $1,199 |
Finite lived intangible assets, Accumulated Amortization and Impairment | -2,266 | -13,565 | ' | -2,035 | ' | -4,300 | ' | -1,778 | -722 | ' | -2,050 | ' | -512 | ' | -78 | -3,868 | -488 |
Finite-lived intangible assets, Net Carrying Amount | $1,683 | $3,227 | ' | ' | ' | ' | ' | $972 | $2,028 | ' | ' | ' | ' | ' | ' | $1,199 | $711 |
Intangible_Assets_Summary_of_I1
Intangible Assets - Summary of Intangible Assets (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 29, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | |
Product Design Intellectual Property [Member] | Product Design Intellectual Property [Member] | Domain and Trade Names [Member] | Domain and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Estimated useful life of intangible asset revised | '4 years | '4 years | '10 years | '10 years |
Estimated useful life of intangible asset Before Revision | '9 years | ' | ' | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Jun. 29, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment loss on intangible assets, finite-lived | ' | $1,245 | $1,745 | ' | $1,245 | $0 |
Fair value discount rate | ' | ' | ' | ' | 14.50% | ' |
Fair value royalty rate | ' | ' | ' | ' | 1.00% | ' |
Amortization expense relating to intangible assets | 86 | ' | ' | 331 | 299 | 1,012 |
Product Design Intellectual Property [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment loss on intangible assets, finite-lived | ' | 838 | ' | ' | ' | ' |
Domain and Trade Names [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment loss on intangible assets, finite-lived | ' | 407 | ' | ' | ' | ' |
Fair value royalty rate | ' | ' | ' | ' | 0.10% | ' |
Intellectual Property [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Fair value royalty rate | ' | ' | ' | ' | 1.00% | ' |
Product Design Intellectual Property Domain and Trade Names [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Impairment loss on intangible assets, finite-lived | ' | ' | ' | ' | ' | $0 |
Intangible_Assets_Summary_of_F
Intangible Assets - Summary of Future Estimated Annual Amortization Expense (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ' | ' |
2013 | $84 | ' |
2014 | 336 | ' |
2015 | 336 | ' |
2016 | 336 | ' |
2017 | 207 | ' |
Thereafter | 384 | ' |
Finite-lived intangible assets, Net Carrying Amount | $1,683 | $3,227 |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2012 | Sep. 28, 2013 | Aug. 02, 2013 |
Line of Credit Facility [Line Items] | ' | ' | ' |
LIBOR based interest rate | ' | 1.94% | ' |
Prime based rate | ' | 3.00% | ' |
Cash dominion period triggered during the preceding consecutive days | ' | '60 days | ' |
Principal payment due | ' | $0 | ' |
Loan parties' obligations under the credit agreement, descriptions | ' | 'The Loan Parties' obligations under the Credit Agreement are secured, subject to customary permitted liens and certain exclusions, by a perfected security interest in (a) all tangible and intangible assets and (b) all of the capital stock owned by the Loan Parties (limited, in the case of foreign subsidiaries, to 65% of the capital stock of such foreign subsidiaries). | ' |
Limited security by foreign subsidiaries' capital stock percentage | ' | 65.00% | ' |
Total capital leases payable | ' | 9,843 | ' |
Principal [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
LIBOR based interest rate, principal | ' | 6,000 | ' |
Prime Based Rate Principal | ' | 2,299 | ' |
JPMorgan Chase Bank [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Credit Facility limit | 40,000 | ' | ' |
Line of credit facility maturity date | 26-Apr-17 | ' | ' |
Amended revolving commitment in terms of aggregate principal amount | ' | ' | 20,000 |
Minimum revolving commitment upon fulfillment of certain condition | ' | ' | 40,000 |
Unused credit commitment fee | ' | 0.20% | ' |
Excess availability under credit facility | ' | 9,567 | ' |
Maximum fixed coverage ratio trigger | ' | 6,000 | ' |
Consolidated fixed charge coverage ratio | ' | 1.00% | ' |
JPMorgan Chase Bank [Member] | Revolving Line of Credit Facility [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Outstanding revolving loan balance | ' | 8,299 | ' |
JPMorgan Chase Bank [Member] | Minimum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin for LIBOR-based interest rate/ Applicable margin for Alternate base rate | ' | 0.50% | ' |
Increase or decrease to the applicable margin | 0.25% | ' | ' |
Cash dominion period trigger amount of excess availability | ' | 6,000 | ' |
JPMorgan Chase Bank [Member] | Maximum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin for LIBOR-based interest rate/ Applicable margin for Alternate base rate | ' | 1.50% | ' |
Increase or decrease to the applicable margin | 0.25% | ' | ' |
Cash dominion period exit amount of excess availability | ' | 7,000 | ' |
JPMorgan Chase Bank [Member] | Maximum [Member] | Series A Convertible Preferred Stock [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Cash dividends | ' | $400 | ' |
Borrowings_Present_Value_of_Ne
Borrowings - Present Value of Net Minimum Payments on Capital Leases Alt (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Present value of net minimum lease payments | $9,843 | ' |
Current portion of capital leases payable | -285 | -70 |
Capital leases payable, net of current portion | $9,558 | $70 |
Borrowings_Present_Value_of_Ne1
Borrowings - Present Value of Net Minimum Payments on Capital Leases (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Total minimum lease payments | $19,772 | ' |
Less amount representing interest | -9,929 | ' |
Present value of net minimum lease payments | 9,843 | ' |
Current portion of capital leases payable | -285 | -70 |
Capital leases payable, net of current portion | $9,558 | $70 |
Stockholders_Equity_and_ShareB2
Stockholders' Equity and Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Mar. 30, 2013 |
Minimum [Member] | Maximum [Member] | Board Of Directors [Member] | Common Stock [Member] | Common Stock [Member] | ||||||
William Blair & Company LLC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000 | ' | 100,000 | ' | 100,000 | ' | ' | ' | ' | ' |
Shares of common stock issued from option exercises | ' | ' | 17 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | ' | ' | ' | ' | ' | ' | ' | 23 | ' | ' |
Equity value of issued stock awards | $31 | ' | $31 | ' | ' | ' | ' | ' | ' | ' |
Sale of common stock to William Blair & Company, LLC | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,050 |
Share Price under common stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.09 |
Proceeds to the company under common stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | 2,235 | 2,235 |
Payment of issuance costs under common stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | 223 | 223 |
Amounts capitalized to internally-developed software | $40 | $56 | $188 | $192 | ' | ' | ' | ' | ' | ' |
Revised estimated forfeiture rate | ' | ' | ' | ' | ' | 16.00% | 34.00% | ' | ' | ' |
Stockholders_Equity_and_ShareB3
Stockholders' Equity and Share-Based Compensation - Additional Information 1 (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2013 | Apr. 30, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Mar. 25, 2013 | Dec. 29, 2012 | Sep. 30, 2013 |
Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | ||
Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Series A convertible preferred stock, shares authorized | ' | ' | ' | 4,150,000 | 4,150,000 | 4,150,000 | ' |
Aggregate Shares to be sold | ' | ' | ' | ' | 4,150,000 | ' | ' |
Series A convertible preferred stock, par value | ' | ' | ' | $0.00 | $0.00 | $0.00 | ' |
Preferred stock purchase price per share | ' | ' | ' | ' | $1.45 | ' | ' |
Preferred stock purchase, Amount | ' | ' | $6,017 | ' | ' | ' | ' |
Preferred stock sold | ' | 150,000 | 4,000,000 | ' | ' | ' | ' |
Aggregate proceeds of preferred stock | ' | 217 | 5,800 | ' | ' | ' | ' |
Issuance costs incurred to company | ' | ' | 847 | ' | ' | ' | ' |
Conversion rate of common stock for each share of Series A preferred stock | ' | ' | ' | 1 | ' | ' | ' |
Consecutive trading days for calculating weighted average price for the Common Stock | ' | ' | ' | '30 days | ' | ' | ' |
Minimum common stock price for consecutive thirty trading days for stock conversion | ' | ' | ' | $4.35 | ' | ' | ' |
Percentage of changes of control of company and sales or other dispositions by company | 'More than 50% | ' | ' | ' | ' | ' | ' |
Amount per share to series A preferred in case of liquidation | ' | ' | ' | $1.45 | ' | $1.45 | ' |
Preferred stock annual dividend rate | ' | ' | ' | $0.06 | ' | ' | ' |
Cash dividends on amended credit | ' | ' | ' | 400 | ' | ' | ' |
Common stock dividends during the period | ' | ' | ' | 60 | ' | ' | ' |
Common stock issued in dividend payment on Series A convertible preferred stock | ' | ' | ' | ' | ' | ' | 49,000 |
Cash dividends during the period | ' | ' | ' | $64 | ' | ' | ' |
Dividend payment date | ' | ' | ' | 1-Jul-13 | ' | ' | ' |
Stockholders_Equity_and_ShareB4
Stockholders' Equity and Share-Based Compensation - Additional Information 2 (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Weighted-average fair value of options granted | $0.68 | $2.65 |
Intrinsic value of the exercised options | $4 | $1,244 |
Unrecognized share-based compensation expense | $2,865 | ' |
Weighted-average period of unrecognized share-based compensation expense | '3 years 6 months 18 days | ' |
2006 Equity Incentive Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares available for future grants | 0 | ' |
2007 Omnibus Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Common stock authorized | 2,400 | ' |
Maximum number of shares authorized to issued under condition one | 1,500 | ' |
Maximum percentage of shares authorized to issued under condition one | 5.00% | ' |
Expiration period | '10 years | ' |
Option grant vesting period | '4 years | ' |
Exercise price of option grants | 100.00% | ' |
Shares available for future grants | 3,180 | ' |
2007 New Employee Incentive Plan [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Common stock authorized | 2,000 | ' |
Expiration period | '10 years | ' |
Option grant vesting period | '4 years | ' |
Exercise price of option grants | 100.00% | ' |
Shares available for future grants | 1,552 | ' |
Stockholders_Equity_and_ShareB5
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended |
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Options outstanding, Shares, Beginning | 7,428 |
Granted - Shares | 1,253 |
Exercised - Shares | -17 |
Cancelled: | ' |
Forfeited - Shares | -105 |
Expired - Shares | -299 |
Stock option exchange - Shares | -3,475 |
Options outstanding, Shares, Ending | 4,785 |
Vested and expected to vest, Shares, Ending balance | 4,184 |
Options exercisable, Shares, Ending balance | 3,204 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $5.13 |
Granted - Weighted Average Exercise Price | $1.02 |
Exercised - Weighted Average Exercise Price | $1.31 |
Forfeited - Weighted Average Exercise Price | $4.75 |
Expired - Weighted Average Exercise Price | $4.42 |
Stock option exchange - Weighted Average Exercise Price | $6.65 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $3.01 |
Vested and expected to vest, Weighted Average Exercise Price, Ending Balance | $3.26 |
Options exercisable, Weighted Average Exercise Price, Ending Balance | $3.68 |
Options Outstanding, Weighted Average Remaining Contractual Term (in years), Beginning | '6 years 2 months 23 days |
Options Outstanding, Weighted Average Remaining Contractual Term (in years), Ending | '6 years 6 months 22 days |
Vested and expected to vest, Weighted Average Remaining Contractual Term (in years), Ending | '6 years 1 month 2 days |
Options exercisable, Weighted Average Remaining Contractual Term (in years), Ending | '5 years 15 days |
Options outstanding, Aggregate Intrinsic Value, Ending Balance | $328 |
Vested and expected to vest, Aggregate Intrinsic Value, Ending Balance | 186 |
Options exercisable, Aggregate Intrinsic Value, Ending Balance | ' |
Stockholders_Equity_and_ShareB6
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity (Parenthetical) (Detail) | Sep. 28, 2013 | Sep. 10, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Shares issued under Stock Option Exchange Program | 993,000 | 993,000 |
Stockholders_Equity_and_ShareB7
Stockholders' Equity and Share-Based Compensation - Additional Information 3 (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||
5-May-09 | Sep. 10, 2013 | Apr. 27, 2010 | Sep. 28, 2013 | Mar. 30, 2013 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Apr. 27, 2010 | 5-May-09 | Jul. 09, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | |
Employees | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Stock Option Exchange Program [Member] | Stock Option Exchange Program [Member] | Stock Option Exchange Program [Member] | Stock Option Exchange Program [Member] | ||||
Stock Options Vest One Year [Member] | Vest After One Year [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of shares issued under exchange program | ' | ' | ' | $1.31 | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' |
option exchange ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3.5 to 1 ratio | ' | ' | ' |
Shares issued under exchange program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,733,000 | ' | ' | ' |
Stock option exercise price, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.01 | ' | ' | ' |
Stock option exercise price, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11.68 | ' | ' | ' |
Stock options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' |
Stock options vesting, description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The terms and conditions of the new options are subject to an entirely new four year vesting schedule where 25% will vest on the first anniversary, and the remaining 75% will vest monthly over the following 36 months. All new options have a ten year contractual term. | ' | ' |
Stock options vested, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 75.00% |
Stock options vesting period maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Stock options exercisable, number | ' | 3,475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercised, Weighted average exercise price | ' | $6.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible employees | ' | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option unvested exercisable number | ' | 993,000 | ' | 993,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option Nonvested Exercisable weighted average price | ' | $0.99 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental fair value on the date of exchange | ' | $422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period of the new options | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrants issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 30,000 | ' | ' | ' | ' |
Warrant exercise price for warrants issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.32 | 2.14 | ' | ' | ' | ' |
Termination period of warrants after grant date | '7 years | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants vest in equal monthly increments | '36 months | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increment of shares in warrant vest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 830 | 830 | ' | ' | ' | ' |
Grant date fair value of warrants issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.12 | $1.09 | ' | ' | ' | ' |
Re-measured fair value of warrants | ' | ' | ' | ' | ' | $3.14 | $1.42 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercised during period | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common stock warrants | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of outstanding and exercisable warrants | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense recognized related to warrants | ' | ' | ' | ' | ' | ' | ' | 0 | 16,000 | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense related to warrants outstanding | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_and_ShareB8
Stockholders' Equity and Share-Based Compensation - Summary of Assumptions Used for Fair Value of Surrendered Stock Options and New Stock Options (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 8 months 23 days | ' | '5 years 8 months 23 days |
Expected volatility | ' | 74.00% | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 2 months 16 days | ' | '5 years 2 months 12 days | ' |
Risk-free interest rate | 1.40% | 0.80% | 1.00% | 0.80% |
Expected volatility | 67.00% | ' | 67.00% | 73.00% |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 8 months 23 days | ' | '5 years 8 months 23 days | ' |
Risk-free interest rate | 1.80% | 1.00% | 1.80% | 1.20% |
Expected volatility | 73.00% | ' | 73.00% | 74.00% |
Surrendered Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected dividend yield | ' | ' | 0.00% | ' |
Surrendered Stock Options [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | ' | '1 year 11 months 5 days | ' |
Risk-free interest rate | ' | ' | 0.50% | ' |
Expected volatility | ' | ' | 55.00% | ' |
Surrendered Stock Options [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | ' | '6 years 10 months 13 days | ' |
Risk-free interest rate | ' | ' | 2.40% | ' |
Expected volatility | ' | ' | 73.00% | ' |
New Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | ' | '5 years 10 months 2 days | ' |
Risk-free interest rate | ' | ' | 2.00% | ' |
Expected volatility | ' | ' | 72.00% | ' |
Expected dividend yield | ' | ' | 0.00% | ' |
Stockholders_Equity_and_ShareB9
Stockholders' Equity and Share-Based Compensation - Summary of Assumptions Used for Fair Value of Option Grant (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 8 months 23 days | ' | '5 years 8 months 23 days |
Expected volatility | ' | 74.00% | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 2 months 16 days | ' | '5 years 2 months 12 days | ' |
Risk-free interest rate | 1.40% | 0.80% | 1.00% | 0.80% |
Expected volatility | 67.00% | ' | 67.00% | 73.00% |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 8 months 23 days | ' | '5 years 8 months 23 days | ' |
Risk-free interest rate | 1.80% | 1.00% | 1.80% | 1.20% |
Expected volatility | 73.00% | ' | 73.00% | 74.00% |
Recovered_Sheet1
Stockholders' Equity and Share-Based Compensation - Summary of Share-based Compensation from Options, Warrants and Stock Awards (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $315 | $450 | $1,065 | $1,408 |
Marketing Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 77 | 225 | 230 | 421 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 191 | 265 | 693 | 841 |
Fulfillment Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 25 | -54 | 81 | 82 |
Technology Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $22 | $14 | $61 | $64 |
Net_Loss_Per_Share_Computation
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' | ' | ' | ' |
Net loss | ($1,399) | ($2,711) | ($14,309) | ($5,195) | ($35,978) | ($15,137) |
Dividends on Series A Convertible Preferred Stock | 60 | ' | 124 | ' | ' | ' |
Net loss available to common shares | ($1,459) | ($2,711) | ($14,433) | ($5,195) | ' | ' |
Denominator: | ' | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding (basic) | 33,218 | 30,854 | 32,493 | 30,716 | ' | ' |
Common equivalent shares from common stock options and warrants | ' | ' | ' | ' | ' | ' |
Weighted-average common shares outstanding (diluted) | 33,218 | 30,854 | 32,493 | 30,716 | ' | ' |
Basic and diluted net loss per share | ($0.04) | ($0.09) | ($0.44) | ($0.17) | ' | ' |
Net_Loss_Per_Share_AntiDilutiv
Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 10,819 | 7,727 | 9,239 | 7,777 |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 4,150 | ' | 2,110 | ' |
Warrants [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 50 | 50 | 50 | 50 |
Stock Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 6,619 | 7,677 | 7,079 | 7,727 |
Income_Taxes_Detail
Income Taxes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Likelihood of being realized upon ultimate settlement | ' | ' | 'Greater than 50 percent likelihood of being realized upon ultimate settlement. | ' |
Material unrecognized tax benefits interest or penalties | ' | ' | $0 | ' |
Effective tax rate | -0.10% | -1.50% | -0.60% | -6.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | Sep. 28, 2013 | Apr. 17, 2013 |
Virginia [Member] | Ohio [Member] | Philippines [Member] | Store Master Funding III LLC [Member] | Store Master Funding III LLC [Member] | Store Master Funding III LLC [Member] | |||||
Property Subject to or Available for Operating Lease [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial lease term | '5 years | ' | '5 years | ' | ' | ' | '63 months | ' | ' | ' |
Lease expiration date | ' | ' | ' | ' | 30-Jun-16 | 30-Jun-13 | ' | ' | 30-Apr-33 | ' |
Additional lease renewals term | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' |
Facility rent expense | $496 | $603 | $1,670 | $1,786 | ' | ' | ' | ' | ' | ' |
Amounts charged from a related party | 94 | 94 | 281 | 281 | ' | ' | ' | ' | ' | ' |
Lease period | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' |
Initial base rent | ' | ' | ' | ' | ' | ' | ' | $853 | ' | ' |
Percentage of annual increase in base rent | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Increased percentage in base rent with change in consumer price index | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments under Non-Cancellable Operating Leases (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Operating Leases Future Minimum Payments Due [Abstract] | ' |
Less than one year | $1,125 |
One to two years | 1,132 |
Two to three years | 939 |
Thereafter | ' |
Total | $3,196 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments under the Capital Lease (Detail) (USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Minimum Lease Payments Sale Leaseback Transactions [Abstract] | ' |
Less than one year | $1,002 |
One to two years | 1,006 |
Two to three years | 993 |
Three to four years | 911 |
Four to five years | 911 |
Thereafter | 14,949 |
Total | $19,772 |
Employee_Retirement_Plan_and_D1
Employee Retirement Plan and Deferred Compensation Plan - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 31, 2010 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 |
Postemployment Benefits [Abstract] | ' | ' | ' | ' | ' | ' |
Minimum service period required to cover under plan | ' | ' | ' | '1 month | ' | ' |
Employee's salary subscription rate | ' | ' | ' | 6.00% | ' | ' |
Contributions vest in annual installments | ' | ' | ' | '3 years | ' | ' |
Discretionary contributions | ' | $68 | $85 | $223 | $256 | ' |
Defer up to under deferred compensation plan of base salary | 90.00% | ' | ' | ' | ' | ' |
Defer up to under deferred compensation plan of annual earned bonus | 100.00% | ' | ' | ' | ' | ' |
Deferred compensation plan vested | 100.00% | ' | ' | ' | ' | ' |
Eligible contributions to deferred compensation plan | 50.00% | ' | ' | ' | ' | ' |
Deferred compensation plan - company matching contribution percentage maximum (at fifty cents per dollar) | 2.00% | ' | ' | ' | ' | ' |
Deferred compensation plan assets | ' | 852 | ' | 852 | ' | 697 |
Deferred compensation plan associated liabilities | ' | 769 | ' | 769 | ' | 651 |
Employee contribution associated liabilities | ' | 614 | 476 | 614 | 476 | ' |
Company contribution associated liabilities | ' | 137 | 99 | 137 | 99 | ' |
Change in the cash surrender value | ' | $24 | $21 | $48 | $37 | ' |
Restructuring_Costs_Detail
Restructuring Costs (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2012 | Mar. 30, 2013 | Jun. 29, 2013 | Sep. 28, 2013 | Dec. 29, 2012 |
Employees | Employees | ||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of work force | ' | 176 | 15 | ' | ' |
Severance payable | ' | ' | ' | ' | $220 |
Severance charges | 640 | ' | ' | 723 | ' |
Marketing Expense [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | 396 | ' | ' | 394 | ' |
General and Administrative Expense [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | 109 | ' |
Fulfillment Expense [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | 228 | ' | ' | 58 | ' |
Technology Expense [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | $16 | ' | ' | $162 | ' |
United States [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of work force | ' | 13 | ' | ' | ' |
Philippines [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of work force | ' | 163 | ' | ' | ' |
Illinois [Member] | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of work force | 71 | ' | ' | ' | ' |