Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 27, 2014 | Nov. 03, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Document Period End Date | 27-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document fiscal year focus | '2014 | ' |
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 | '--01-03 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 33,564,338 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,255 | $818 |
Short-term investments | 39 | 47 |
Accounts receivable, net of allowances of $258 and $213 at September 27, 2014 and December 28, 2013, respectively | 3,958 | 5,029 |
Inventory | 44,816 | 36,986 |
Other current assets | 3,052 | 3,234 |
Total current assets | 53,120 | 46,114 |
Property and equipment, net | 17,321 | 19,663 |
Intangible assets, net | 1,822 | 1,601 |
Other non-current assets | 1,421 | 1,804 |
Total assets | 73,684 | 69,182 |
Current liabilities: | ' | ' |
Accounts payable | 21,715 | 19,669 |
Accrued expenses | 6,902 | 5,959 |
Revolving loan payable | 10,869 | ' |
Revolving loan payable | ' | 6,774 |
Current portion of capital leases payable | 209 | 269 |
Other current liabilities | 3,982 | 3,682 |
Total current liabilities | 43,677 | 36,353 |
Capital leases payable, net of current portion | 9,392 | 9,502 |
Deferred income taxes | 321 | 335 |
Other non-current liabilities | 1,854 | 2,126 |
Total liabilities | 55,244 | 48,316 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Series A convertible preferred stock, $0.001 par value; $1.45 per share liquidation value or aggregate of $6,017; 4,150 shares authorized; 4,150 shares issued and outstanding at September 27, 2014 and December 28, 2013 | 4 | 4 |
Common stock, $0.001 par value; 100,000 shares authorized; 33,542 and 33,352 shares issued and outstanding at September 27, 2014 and December 28, 2013, respectively | 34 | 33 |
Additional paid-in-capital | 170,969 | 168,693 |
Common stock dividend distributable | 61 | 60 |
Accumulated other comprehensive income | 395 | 446 |
Accumulated deficit | -153,023 | -148,370 |
Total stockholders’ equity | 18,440 | 20,866 |
Total liabilities and stockholders’ equity | $73,684 | $69,182 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances | $258 | $213 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 33,542,000 | 33,352,000 |
Common stock, shares outstanding | 33,542,000 | 33,352,000 |
Series A Convertible Preferred Stock | ' | ' |
Series A convertible preferred stock, par value | $0.00 | $0.00 |
Share liquidation value (in dollars per share) | $1.45 | $1.45 |
Share aggregate value | $6,017 | $6,017 |
Series A convertible preferred stock, shares authorized | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, shares issued | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, shares outstanding | 4,150,000 | 4,150,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net sales | $67,965 | $61,724 | $212,940 | $195,018 | ||||
Cost of sales | 49,551 | [1] | 43,817 | [1] | 153,405 | [1] | 138,360 | [1] |
Gross profit | 18,414 | 17,907 | 59,535 | 56,658 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Marketing | 10,278 | 9,385 | 31,356 | 31,762 | ||||
General and administrative | 3,762 | 4,261 | 12,532 | 13,626 | ||||
Fulfillment | 5,256 | 4,217 | 15,351 | 14,589 | ||||
Technology | 1,228 | 1,204 | 3,640 | 4,035 | ||||
Amortization of intangible assets | 106 | 86 | 316 | 299 | ||||
Impairment loss on property and equipment | 0 | 0 | 0 | 4,832 | ||||
Impairment loss on intangible assets | 0 | 0 | 0 | 1,245 | ||||
Total operating expenses | 20,630 | [2] | 19,153 | [2] | 63,195 | [2] | 70,388 | [2] |
Loss from operations | -2,216 | -1,246 | -3,660 | -13,730 | ||||
Other income (expense): | ' | ' | ' | ' | ||||
Other income, net | 24 | 135 | 39 | 214 | ||||
Interest expense | -287 | -287 | -784 | -702 | ||||
Total other expense, net | -263 | -152 | -745 | -488 | ||||
Loss before income taxes | -2,479 | -1,398 | -4,405 | -14,218 | ||||
Income tax provision | 15 | 1 | 68 | 91 | ||||
Net loss | -2,494 | -1,399 | -4,473 | -14,309 | ||||
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' | ||||
Foreign currency translation adjustments | 23 | 6 | 19 | 31 | ||||
Net unrecognized losses on derivative instruments | -48 | 0 | -70 | 0 | ||||
Unrealized gains on investments | 0 | 2 | 0 | 4 | ||||
Total other comprehensive income (loss) | -25 | 8 | -51 | 35 | ||||
Comprehensive loss | ($2,519) | ($1,391) | ($4,524) | ($14,274) | ||||
Basic and diluted net loss per share (in dollars per share) | ($0.08) | ($0.04) | ($0.14) | ($0.44) | ||||
Shares used in computation of basic and diluted net loss per share (in shares) | 33,532 | 33,218 | 33,459 | 32,493 | ||||
[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. | |||||||
[2] | Operating costs for AutoMD primarily consist of depreciation on fixed assets. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Operating activities | ' | ' |
Net loss | ($4,473) | ($14,309) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization expense | 6,833 | 9,736 |
Amortization of intangible assets | 316 | 299 |
Impairment loss on property and equipment | 0 | 4,832 |
Impairment loss on intangible assets | 0 | 1,245 |
Deferred income taxes | 60 | 109 |
Share-based compensation expense | 1,691 | 1,065 |
Stock awards issued for non-employee director service | 0 | 31 |
Amortization of deferred financing costs | 61 | 61 |
Gain from disposition of assets | -21 | -39 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 1,071 | 2,536 |
Inventory | -7,830 | 2,550 |
Other current assets | 106 | 475 |
Other non-current assets | -9 | 142 |
Accounts payable and accrued expenses | 2,869 | -10,303 |
Other current liabilities | 227 | -864 |
Other non-current liabilities | -191 | 515 |
Net cash provided by (used in) operating activities | 710 | -1,919 |
Investing activities | ' | ' |
Additions to property and equipment | -4,292 | -6,679 |
Proceeds from sale of property and equipment | 27 | 42 |
Cash paid for intangible assets | -200 | 0 |
Purchases of marketable securities and investments | -746 | -4 |
Proceeds from the sale of marketable securities and investments | 745 | 0 |
Purchases of company-owned life insurance | 0 | -106 |
Net cash used in investing activities | -4,466 | -6,747 |
Financing activities | ' | ' |
Borrowings from revolving loan payable | 14,233 | 16,667 |
Payments made on revolving loan payable | -10,138 | -24,590 |
Proceeds from sale leaseback transaction | 0 | 9,584 |
Proceeds from issuance of Series A convertible preferred stock | 0 | 6,017 |
Payment of issuance costs from Series A convertible preferred stock | 0 | -847 |
Proceeds from issuance of common stock | 0 | 2,235 |
Payment of issuance costs from common stock | 0 | -223 |
Payments on capital leases | -170 | -126 |
Proceeds from exercise of stock options | 265 | 22 |
Net cash provided by financing activities | 4,190 | 8,739 |
Effect of exchange rate changes on cash | 3 | -4 |
Net change in cash and cash equivalents | 437 | 69 |
Cash and cash equivalents, beginning of period | 818 | 1,030 |
Cash and cash equivalents, end of period | 1,255 | 1,099 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Accrued asset purchases | 801 | 848 |
Property acquired under capital lease | 0 | 322 |
Unrealized gain on investments | 70 | 4 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash received during the period for income taxes | 34 | 32 |
Cash paid during the period for interest | ($744) | ($628) |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Nature of Operations | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Summary of Significant Accounting Policies and Nature of Operations | ' | |||||||
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. Our flagship websites are located at www.autopartswarehouse.com , www.jcwhitney.com , 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 has employees located in the United States of America (or the “United States”), and 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 27, 2014 and the consolidated results of operations for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, and cash flows for the thirty-nine weeks ended September 27, 2014 and September 28, 2013. The Company’s results of operations for the thirteen and thirty-nine weeks ended September 27, 2014 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 28, 2013, which was filed with the SEC on March 12, 2014. We refer to our fiscal year ending January 3, 2015 as fiscal year 2014 and our fiscal year ended December 28, 2013 as fiscal year 2013. | ||||||||
During the thirteen and thirty-nine weeks ended September 27, 2014, the Company incurred a net loss of $2,494 and $4,473, respectively, compared to a net loss of $1,399 and $14,309 during the thirteen and thirty-nine weeks ended September 28, 2013. The Company believes that the increase in net revenues to $67,965 in the third quarter of 2014 from $61,724 in the third quarter of 2013, is part of a continuing positive trend, and based on our current operating plan, we expect to finish fiscal year 2014 with a substantially reduced net loss compared to the net loss for fiscal year 2013. As a result, 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. Should our results not meet our current operating plan and should revenues decline 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 additional assets or seek additional equity or 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 revenues and/or gross profit were to decline and the net loss continues for longer than we expect because our strategies to return to sustained positive sales growth and profitability are not successful, and if we are not able to raise adequate additional financing or proceeds from additional 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. Our fiscal year 2014 will be 53 weeks ending January 3, 2015. | ||||||||
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. On October 8th, 2014, AutoMD sold 7,000,000 shares of AutoMD common stock to third-party investors. Following the sale, AutoMD ceased to be a wholly-owned subsidiary of the Company. The Company will continue to consolidate for reporting purposes. Refer to “Note 13 – Subsequent Events” for additional fair value information. | ||||||||
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 and vesting of issued equity awards based upon certain performance targets. 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 | ||||||||
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. The Company’s revolving loan payable (see “Note 6 –Borrowings”) is 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. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value at September 27, 2014 and December 28, 2013 due to their short-term maturities. Investments and derivative financial instruments are carried at fair value, as discussed below. | ||||||||
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. | ||||||||
Investments | ||||||||
Investments were comprised of closed-end funds primarily invested in mutual funds that hold government bonds, stock and short-term money market 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 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 27, 2014 and September 28, 2013. | ||||||||
Derivative Financial Instruments | ||||||||
Cash flow hedges are hedges that use derivatives to partially offset the variability of future cash flows. The Company hedges a portion of its forecasted foreign currency exposure associated with operating expenses incurred in the Philippines, for up to 12 months. The Company records all derivatives on the consolidated balance sheet at fair value. The Company’s accounting treatment of these instruments is based on whether the instruments are designated as hedge or non-hedge instruments. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portions of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. The Company did not have any non-hedge instruments as of September 27, 2014 or December 28, 2013. Refer to “Note 3 – Fair Value Measurements” for additional fair value information. | ||||||||
At September 27, 2014, the Company had $70 recorded in accumulated other comprehensive loss related to derivatives which were designated as hedging instruments. The Company reclassified $11 of net losses from accumulated other comprehensive loss to operating expense during the thirteen weeks ended September 27, 2014. There was no ineffective portion recognized for the thirteen weeks ended September 27, 2014. The Company expects to reclassify $70 of net losses from accumulated other comprehensive loss to operating expense over the next twelve months. The notional value at September 27, 2014 was $1,959. The Company did not hedge foreign currency exposure prior to fiscal 2014. | ||||||||
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, or scrap product. The Company’s inventory, primarily aftermarket auto parts, including body parts, engine parts, and performance parts and accessories, are used on vehicles that have rather long lives; and therefore, the risk of obsolescence is minimal. Inventory at September 27, 2014 and December 28, 2013 was $44,816 and $36,986, respectively, which included items in-transit to our warehouses, in the amount of $11,672 and $6,750, 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 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. The Company has not recognized any impairment losses on property and equipment or intangible assets subject to amortization since the second quarter of 2013. | ||||||||
Revenue Recognition | ||||||||
The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following five 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 27, 2014 and September 28, 2013, the activity in our aggregate warranty liabilities was as follows (in thousands): | ||||||||
27-Sep-14 | 28-Sep-13 | |||||||
Warranty liabilities, beginning of period | $ | 297 | $ | 282 | ||||
Adjustments to preexisting warranty liabilities | (84 | ) | (79 | ) | ||||
Additions to warranty liabilities | 102 | 148 | ||||||
Reductions to warranty liabilities | (54 | ) | (46 | ) | ||||
Warranty liabilities, end of period | $ | 261 | $ | 305 | ||||
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 27, 2014 and September 28, 2013, the Company recognized advertising costs of $4,458 and $4,000, respectively. For the thirty-nine weeks ended September 27, 2014 and September 28, 2013, the Company recognized advertising costs of $13,860 and $12,908, 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 share-based payment awards 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, compensation expense for both time-based and performance-based restricted stock units is based on the closing stock price of our common shares on the date of grant, and is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. Compensation expense for stock options is based on the fair value estimated on the date of grant using an option pricing model that meets certain requirements, and is recognized over the vesting period of three to four years. The Company currently uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards for such stock options, which 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 for the stock options. 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 capital lease interest. | ||||||||
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. The Company’s policy is to record interest and penalties as income tax expense. During the periods presented, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. | ||||||||
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 an operating lease 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, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges, and unrealized holding gains and losses from available-for-sale investments. The Company presents the components of net loss and other comprehensive income or loss, in its consolidated statements of comprehensive operations. | ||||||||
Segment Data | ||||||||
The Company operates in two reportable segments. The criteria the Company uses 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. The two reporting units we identified are the core auto parts business (“Base USAP”) and an online automotive repair source of which the Company is a majority stockholder (“AutoMD”), in accordance with ASC 280 Segment Reporting (“ASC 280”). | ||||||||
Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9, “Revenue from Contracts with Customers,” (“ASU 2014-9”) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2016. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-9 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has the effect of the standard on ongoing financial reporting been determined. | ||||||||
On August 27, 2014, the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The Company is evaluating the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Investments
Investments | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Investments Schedule [Abstract] | ' | |||||||||||||||
Investments | ' | |||||||||||||||
Investments | ||||||||||||||||
As of September 27, 2014, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 39 | $ | — | $ | — | $ | 39 | ||||||||
As of December 28, 2013, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 40 | $ | 7 | $ | — | $ | 47 | ||||||||
-1 | Mutual funds, consisting of government bonds, stocks and short-term money market 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 27, 2014 and September 28, 2013, there were no sales of available-for-sale securities. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||
Sep. 27, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
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 – Fair Value Measurement 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 and Liabilities Valued on a Recurring Basis | ||||||||||||||||||
As of September 27, 2014 and December 28, 2013, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included cash and cash equivalents, derivative instruments and investments. | ||||||||||||||||||
Cash, Cash Equivalents and Investments | ||||||||||||||||||
The following table represents our fair value hierarchy and the valuation techniques used for cash and cash equivalents and investments (in thousands): | ||||||||||||||||||
As of September 27, 2014 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,255 | $ | 1,255 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 39 | 39 | — | — | (a) | |||||||||||||
$ | 1,294 | $ | 1,294 | $ | — | $ | — | |||||||||||
As of December 28, 2013 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 818 | $ | 818 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 47 | 47 | — | — | (a) | |||||||||||||
$ | 865 | $ | 865 | $ | — | $ | — | |||||||||||
-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. These mutual funds invest in government bonds, stocks and short-term money market funds, | |||||||||||||||||
During the thirty-nine weeks ended September 27, 2014 and September 28, 2013, there were no transfers into or out of Level 1 and Level 2 assets. | ||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||
The following table represents our fair value hierarchy and the valuation techniques used for derivative financial instruments (in thousands): | ||||||||||||||||||
As of September 27, 2014 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Foreign exchange contracts (1) | $ | — | $ | — | $ | — | $ | — | (b) | |||||||||
Liabilities: | ||||||||||||||||||
Foreign exchange contracts(1) | $ | 70 | $ | — | $ | 70 | $ | — | (b) | |||||||||
-1 | Foreign exchange contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional value. | |||||||||||||||||
During the thirteen and thirty-nine weeks ended September 27, 2014, there were no transfers into or out of Level 1 and Level 2 assets or liabilities. The Company did not hold any derivative financial instruments prior to the thirty-nine weeks ended September 27, 2014. | ||||||||||||||||||
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 27, 2014, there were no indicators of potential impairment to the Company’s long-lived assets under the provisions of ASC 360, as such, they were not measured at fair value. If such non-financial assets had been measured at fair value, they would be categorized in Level 3 of the fair value hierarchy, as the Company would be required to develop its own assumptions and analysis to determine if such non-financial assets were impaired. | ||||||||||||||||||
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 its carrying amount. The Company performed its impairment testing of long-lived assets, including intangible assets subject to amortization, in accordance with ASC 360 Property, Plant and Equipment. The Company used valuation techniques under the income approach, which converted future estimated cash flows to a single present amount based on current market expectations about those future amounts, using present value techniques. 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. For the thirty-nine weeks ended September 28, 2013, total impairment loss was $6,077. The Company recorded impairment losses on internally developed software and intangible assets of $4,832 and $1,245, respectively. |
Property_and_Equipment_Net
Property and Equipment, Net | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, Net | ' | |||||||
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 27, 2014 and September 28, 2013 was $2,213 and $2,472, respectively, including amortization expense of $119 and $119 for the thirteen weeks ended September 27, 2014 and September 28, 2013, respectively, 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 27, 2014 and September 28, 2013 was $6,833 and $9,736, respectively, including amortization expense of $357 and $198 for the thirty-nine weeks ended September 27, 2014 and September 28, 2013, respectively, 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– Property, Plant and Equipment (“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 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. Subsequent to the second quarter of 2013, there have not been events or circumstances that have resulted in an assessment by management of any indicators of further impairment. However, any future decline in the fair value of an asset group could result in future impairments. | ||||||||
Property and equipment consisted of the following at September 27, 2014 and December 28, 2013 (in thousands): | ||||||||
27-Sep-14 | 28-Dec-13 | |||||||
Land | $ | 630 | $ | 630 | ||||
Building | 8,877 | 8,877 | ||||||
Machinery and equipment | 10,329 | 12,163 | ||||||
Computer software (purchased and developed) and equipment | 58,876 | 55,383 | ||||||
Vehicles | 250 | 264 | ||||||
Leasehold improvements | 1,758 | 1,767 | ||||||
Furniture and fixtures | 1,035 | 1,057 | ||||||
Construction in process | 1,621 | 2,066 | ||||||
83,376 | 82,207 | |||||||
Less accumulated depreciation, amortization and impairment | (66,055 | ) | (62,544 | ) | ||||
Property and equipment, net | $ | 17,321 | $ | 19,663 | ||||
On April 17, 2013, the Company’s wholly-owned subsidiary, Whitney Automotive Group, Inc. (“WAG”) sold 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 from this sale to reduce its revolving loan payable. Under the terms of the purchase and sale agreement, concurrently 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 the Company leased back the property for the 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. The Company was not required to pay any security deposit. Under the terms of the lease, the Company is required to pay all taxes and required maintenance related to the LaSalle property, maintain certain levels of insurance and indemnify STORE for losses incurred that are related to the Company’s 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 27, 2014, the gross carrying value, the accumulated depreciation and the net carrying value of all capital leased assets included in property and equipment were $9,507, $673 and $8,834, respectively. | ||||||||
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 27, 2014 and December 28, 2013, in the amount of $254 and $508, 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 | ||||||||
Facility subject to capital lease | 20 | |||||||
Machinery and equipment | 2 - 5 | |||||||
Computer software (purchased and developed) | 2 - 3 | |||||||
Computer equipment | 2 - 5 | |||||||
Vehicles | 3 - 5 | |||||||
Leasehold improvements* | 3 - 5 | |||||||
Furniture and fixtures | 3 - 7 | |||||||
* The estimated useful life is the lesser of 3-5 years or the lease term. |
Intangible_Assets_Net
Intangible Assets, Net | 9 Months Ended | |||||||||||||||||||||||||
Sep. 27, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Intangible Assets, Net | ' | |||||||||||||||||||||||||
Intangible Assets, Net | ||||||||||||||||||||||||||
Intangible assets consisted of the following at September 27, 2014 and December 28, 2013 (in thousands): | ||||||||||||||||||||||||||
27-Sep-14 | 28-Dec-13 | |||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | |||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | |||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||||
Product design intellectual property (1) | 4 years | $ | 2,750 | $ | (2,037 | ) | $ | 713 | $ | 2,750 | $ | (1,842 | ) | $ | 908 | |||||||||||
Patent license agreements | 3 - 5 years | 537 | (64 | ) | $ | 473 | — | — | $ | — | ||||||||||||||||
Domain and trade names | 10 years | 1,199 | (563 | ) | $ | 636 | 1,199 | (506 | ) | $ | 693 | |||||||||||||||
Total | $ | 4,486 | $ | (2,664 | ) | $ | 1,822 | $ | 3,949 | $ | (2,348 | ) | $ | 1,601 | ||||||||||||
-1 | During the second quarter of 2013, based on the impairment analysis, the Company changed its estimated useful life for product design and intellectual property from 9 years to 4 years. | |||||||||||||||||||||||||
Intangible assets are amortized on a straight-line basis. Amortization expense relating to intangible assets for the thirteen weeks ended September 27, 2014 and September 28, 2013 was $106 and $86, respectively. Amortization expense relating to intangible assets for the thirty-nine weeks ended September 27, 2014 and September 28, 2013 was $316 and $299, respectively. | ||||||||||||||||||||||||||
The following table summarizes the future estimated annual amortization expense for these assets over the next five years (in thousands): | ||||||||||||||||||||||||||
2014 | $ | 115 | ||||||||||||||||||||||||
2015 | 458 | |||||||||||||||||||||||||
2016 | 458 | |||||||||||||||||||||||||
2017 | 320 | |||||||||||||||||||||||||
2018 | 162 | |||||||||||||||||||||||||
Thereafter | 309 | |||||||||||||||||||||||||
Total | $ | 1,822 | ||||||||||||||||||||||||
Borrowings
Borrowings | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Borrowings | ' | |||
Borrowings | ||||
In April 2012, the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan Chase Bank, N.A. (“JPMorgan”), as sole lender and administrative agent entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provided 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. In August 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 $20,000 (which was subsequently increased to $25,000, see "Note 13 - Subsequent Events") and, upon satisfaction of certain conditions, provide that the Company has the right to increase the revolving commitment up to $40,000. On August 4, 2014, the Company, certain of its wholly-owned domestic subsidiaries and JPMorgan entered into a fourth Amendment to the Credit Agreement (“Fourth Amended Credit Agreement”) amending the Credit Agreement to, among other things, amend certain definitions to allow for additional add-backs to adjusted EBITDA for fiscal quarters ended June 28, 2014 and September 27, 2014. | ||||
The Credit Facility matures on April 26, 2017. At September 27, 2014, our outstanding revolving loan balance was $10,869. 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. However, considering the recurring losses experienced by the Company, 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 27, 2014, the Company’s LIBOR based interest rate was 1.69% (on $10,350 principal) and the Company’s prime based rate was 2.75% (on $519 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, as defined. The dominion period will continue until, during the preceding 60 consecutive days, no event of default existed and, excess availability has to be greater than $7,000 at all times. The Company’s excess availability was $7,149 at September 27, 2014. 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 domestic subsidiaries are co-borrowers (together with the Company, the “Borrowers”) under the Credit Agreement, and certain other 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 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 (See also "Note 13 - Subsequent Events," which describes instances where other minimum fixed charges may apply). 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 27, 2014, the Company was in compliance with all covenants under the Credit Agreement. | ||||
As of September 27, 2014, the Company had total capital leases payable of $9,601. The present value of the net minimum payments on capital leases as of September 27, 2014 was as follows (in thousands): | ||||
Total minimum lease payments | $ | 18,771 | ||
Less amount representing interest | (9,170 | ) | ||
Present value of net minimum lease payments | 9,601 | |||
Current portion of capital leases payable | (209 | ) | ||
Capital leases payable, net of current portion | $ | 9,392 | ||
Stockholders_Equity_and_ShareB
Stockholders' Equity and Share-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stockholders' Equity and Share-Based Compensation | ' | |||||||||||||||
Stockholders’ Equity and Share-Based Compensation | ||||||||||||||||
Common Stock | ||||||||||||||||
The Company has 100,000,000 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 27, 2014: | ||||||||||||||||
• | The Company issued 129 shares of common stock from option exercises under its various share-based compensation plans, as discussed below. | |||||||||||||||
• | The Company issued 24 shares of common stock in payment of the quarterly dividend on the Series A Preferred on the dividend payment date of December 31, 2013 in the aggregate amount of $60. | |||||||||||||||
• | The Company issued 19 shares of common stock in payment of the quarterly dividend on the Series A Preferred on the dividend payment date of March 31, 2014 in the aggregate amount of $59. | |||||||||||||||
• | The Company issued 16 shares of common stock in payment of the quarterly dividend on the Series A Preferred on the dividend payment date of June 30, 2014 in the aggregate amount of $60. | |||||||||||||||
Share-Based Compensation Plan Information | ||||||||||||||||
The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 27, 2014, and details regarding the options outstanding and exercisable at September 27, 2014: | ||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic Value (1) | ||||||||||||||
Exercise Price | Contractual | |||||||||||||||
Term (in years) | ||||||||||||||||
Options outstanding, December 28, 2013 | 5,320 | $ | 2.97 | |||||||||||||
Granted | 840 | $ | 2.32 | |||||||||||||
Exercised | (129 | ) | $ | 2.06 | ||||||||||||
Expired | (204 | ) | $ | 7.2 | ||||||||||||
Forfeited | (383 | ) | $ | 1.8 | ||||||||||||
Options outstanding, September 27, 2014 | 5,444 | $ | 2.81 | 6.52 | $ | 3,320 | ||||||||||
Vested and expected to vest at September 27, 2014 | 4,871 | $ | 2.91 | 6.21 | $ | 2,876 | ||||||||||
Options exercisable, September 27, 2014 | 3,242 | $ | 3.36 | 4.79 | $ | 1,592 | ||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. stock on September 27, 2014 as reported on the NASDAQ National Market, for all options outstanding that have an exercise price currently below the closing price. | |||||||||||||||
The weighted-average fair value of options granted during the thirty-nine weeks ended September 27, 2014 and September 28, 2013 was $1.34 and $0.68, 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 27, 2014 and September 28, 2013, the total intrinsic value of the exercised options was $147 and $4, respectively. The Company had $1,866 of unrecognized share-based compensation expense related to stock options outstanding as of September 27, 2014, which expense is expected to be recognized over a weighted-average period of 2.91 years. | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||
During 2014, we granted an aggregate of 1,015 RSUs to certain employees of the Company. The RSUs were granted under the 2007 Omnibus Plan, and reduced the pool of equity instruments available under that plan. | ||||||||||||||||
Of the 1,015 RSU’s, 738 are time-based, which vest upon the completion of a pre-defined period of employment, ranging from one- to- two years. The remaining 277 RSUs are performance-based RSUs, the number of which that vest, if any, will be determined upon the achievement of certain pre-defined financial goals in fiscal year 2014. All awards are subject to the employee’s continued employment through applicable vesting dates. Some awards granted to certain executives may vest on an accelerated basis in part or in full upon the occurrence of certain events. The RSUs are accounted for as equity awards and are measured at fair value based upon the grant date price of our common stock. The closing price of our common stock on February 14, 2014, April 3, 2014 and August 1, 2014, the date of each grant, was $2.03, $2.93 and $3.17 per share, respectively. Compensation expense is recognized on a straight-line basis over the requisite service period of one-to-two years. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. As of September 27, 2014, the Company believes that it is probable that the performance criteria will be met on 171 RSUs of the 277 RSUs that are performance-based RSUs. As of September 27, 2014, 94 performance based RSUs were forfeited, resulting in a reduction in compensation expense by $107 for each of the thirteen and thirty-nine weeks ended September 27, 2014. | ||||||||||||||||
For the thirteen and thirty-nine weeks ended September 27, 2014, we recorded compensation expense of $382 and $926, respectively. As of September 27, 2014, there was unrecognized compensation expense of $1,205 related to unvested RSUs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.0 years. | ||||||||||||||||
Stock Option Exchange Program | ||||||||||||||||
In July 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. In August 2013, the Company commenced an offering to eligible employees to voluntarily exchange certain vested and unvested stock options with exercise prices above $4.00 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 years contractual term. The offer period for the stock option exchange ended in September 2013. | ||||||||||||||||
In September 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 4 years 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 | % | |||||||||||||
Expected volatility | 55% – 73% | 72 | % | |||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||
Warrants | ||||||||||||||||
As of September 27, 2014, warrants to purchase 50 shares of common stock were outstanding and exercisable, 30 of which have an exercise price of $2.14 per share and expire on May 5, 2016, and 20 of which have an exercise price of $8.32 per share and expire on April 27, 2017. The warrants were issued in connection with the financial advisory services provided by a consultant to the Company. All warrants became fully vested in fiscal year 2012, and no warrants were exercised during the thirty-nine weeks ended September 27, 2014. The aggregate intrinsic value of outstanding and exercisable warrants was $15 as of September 27, 2014, 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. | ||||||||||||||||
Share-Based Compensation Expense | ||||||||||||||||
The fair value of each option grant 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 | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Expected life | 5.37 years | 5.21 – 5.73 years | 5.30 – 5.37 | 5.21 – 5.73 years | ||||||||||||
years | ||||||||||||||||
Risk-free interest rate | 1.70% | 1.4% – 1.8% | 1.5% – 1.8% | 1.0% – 1.8% | ||||||||||||
Expected volatility | 62% | 67% – 73% | 62% – 68% | 67% – 73% | ||||||||||||
Expected dividend yield | —% | —% | —% | —% | ||||||||||||
Share-based compensation from options, warrants and stock awards, is included in our consolidated statements of comprehensive operations, as follows (in thousands): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Marketing expense | $ | 157 | $ | 77 | $ | 374 | $ | 230 | ||||||||
General and administrative expense | 424 | 191 | 1,051 | 693 | ||||||||||||
Fulfillment expense | 72 | 25 | 170 | 81 | ||||||||||||
Technology expense | 34 | 22 | 96 | 61 | ||||||||||||
Total share-based compensation expense | $ | 687 | $ | 315 | $ | 1,691 | $ | 1,065 | ||||||||
The share-based compensation expense is net of amounts capitalized to internally-developed software of $65 and $40 during the thirteen weeks ended September 27, 2014 and September 28, 2013, respectively, and $142 and $188 during the thirty-nine weeks ended September 27, 2014 and September 28, 2013, 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 the thirty-nine weeks ended September 27, 2014 and September 28, 2013, respectively. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Loss Per Share | ' | |||||||||||||||
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 (in thousands, except per share data): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Net loss per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | (2,494 | ) | $ | (1,399 | ) | $ | (4,473 | ) | $ | (14,309 | ) | ||||
Dividends on Series A Convertible Preferred Stock | 61 | 60 | 180 | 124 | ||||||||||||
Net loss available to common shares | $ | (2,555 | ) | $ | (1,459 | ) | $ | (4,653 | ) | $ | (14,433 | ) | ||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding (basic) | 33,532 | 33,218 | 33,459 | 32,493 | ||||||||||||
Common equivalent shares from common stock options and warrants | — | — | — | — | ||||||||||||
Weighted-average common shares outstanding (diluted) | 33,532 | 33,218 | 33,459 | 32,493 | ||||||||||||
Basic and diluted net loss per share | $ | (0.08 | ) | $ | (0.04 | ) | $ | (0.14 | ) | $ | (0.44 | ) | ||||
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 (in thousands): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Common stock warrants | 50 | 50 | 50 | 50 | ||||||||||||
Series A Convertible Preferred Stock | 4,150 | 4,150 | 4,150 | 2,110 | ||||||||||||
Restricted stock units | 815 | — | 760 | — | ||||||||||||
Options to purchase common stock | 5,694 | 6,619 | 5,681 | 7,079 | ||||||||||||
Total | 10,709 | 10,819 | 10,641 | 9,239 | ||||||||||||
Common shares issued for nominal consideration, if any, would be included in the per share calculations as if they were outstanding for all periods presented. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
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 27, 2014, 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 2010-2013 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 2011-2013 remain open. | |
For the thirteen and thirty-nine weeks ended September 27, 2014, the effective tax rate for the Company was (0.6)% and (1.6)% respectively. The Company’s effective tax rate for the thirteen and thirty-nine weeks ended September 27, 2014 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 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Facilities Leases | ||||
The Company’s corporate headquarters are located in Carson, California. 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 leased a warehouse in Carson, California, under a month to month agreement until July 29, 2014, when the warehouse was permanently closed as discussed in “Note 11 – Restructuring Costs”. The Company leases warehouse space in Chesapeake, Virginia under an agreement scheduled to expire in June 2016, renewable for an additional thirty-six months through June 2019. The Company’s Philippines subsidiary leases office space under a sixty-three months 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 27, 2014 and September 28, 2013 was $457 and $496, respectively. The Company’s facility rent expense was inclusive of amounts charged from a related party during the thirteen weeks ended September 27, 2014 and September 28, 2013 of $97 and $94, respectively. Facility rent expense for the thirty-nine weeks ended September 27, 2014 and September 28, 2013 was $1,532 and $1,670, respectively. The Company’s facility rent expense was inclusive of amounts charged from a related party in connection with the Company’s Carson Warehouse during the thirty-nine weeks ended September 27, 2014 and September 28, 2013 of $428 and $281, respectively. | ||||
The following table summarizes the future minimum lease payments under non-cancellable operating leases as of September 27, 2014 (in thousands): | ||||
2014 | $ | 378 | ||
2015 | 1,273 | |||
2016 | 785 | |||
Total | $ | 2,436 | ||
Capital lease commitments as of September 27, 2014 were as follows (in thousands): | ||||
2014 | $ | 252 | ||
2015 | 1,010 | |||
2016 | 968 | |||
2017 | 909 | |||
2018 | 915 | |||
2019 onwards | 14,717 | |||
Total minimum payments required | 18,771 | |||
Less amount representing interest | (9,170 | ) | ||
Present value of minimum capital lease payments | $ | 9,601 | ||
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. |
Restructuring_Costs
Restructuring Costs | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||
Restructuring Costs | ' | |||||||
Restructuring Costs | ||||||||
Fiscal 2014 | ||||||||
On June 25, 2014, the Company committed to a plan to permanently close its distribution facility located in Carson, California (the “Carson Distribution Facility”) on July 25, 2014. The Company consolidated the Carson Distribution Facility’s distribution and warehousing operations into the Company’s existing distribution facilities located in LaSalle, Illinois and Chesapeake, Virginia. This consolidation was part of the Company’s continued efforts for simplification and improved efficiencies. The closure of the Carson Distribution Facility resulted in a head count reduction of approximately 77 employees. | ||||||||
The following table summarizes the charges related to the restructure recognized during the thirteen and thirty-nine weeks ended September 27, 2014 (in thousands): | ||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||
September 27, | September 27, | |||||||
2014 | 2014 | |||||||
Employee severance | $ | — | $ | 552 | ||||
Accounts receivable allowance | — | 73 | ||||||
Relocation costs (employee and equipment) | 127 | 127 | ||||||
Inventory transfers | 283 | 283 | ||||||
Total restructuring costs | $ | 410 | $ | 1,035 | ||||
The severance costs were included in fulfillment expense in the second quarter of fiscal 2014. As of September 27, 2014, $260 of severance liability was included in accrued expenses. The Company expects to pay the remaining severance during the fourth quarter of 2014. All relocation and inventory transfer costs were expensed and paid during the thirteen weeks ended September 27, 2014. | ||||||||
Substantially all of the unsold inventory in the Carson warehouse on the date of closure was moved to the remaining two warehouses. A charge for $130 was taken for inventory that was not deemed economical to transfer. Additionally, due to expected future capacity constraints, the Company reduced the sales price of certain inventory resulting in a charge of $348. The aggregate charge of $478 was recorded to cost of sales during the second quarter of 2014. | ||||||||
The timing and costs of the consolidation plan may vary from the Company’s current estimates based on many factors. The Company anticipates additional reductions in sales price of certain inventory in the fourth of 2014, however, the Company cannot reasonably estimate whether the reduction of such sales prices will result in additional inventory write downs. The Company may incur other charges not currently anticipated due to events that may occur as a result of, or associated with, the consolidation plan and related activities. All restructuring costs incurred in connection with the closure of the Carson Distribution Facility are included in the Base USAP reportable segment. | ||||||||
Fiscal 2013 | ||||||||
As part of the Company’s initiatives to reduce labor costs and improve operating efficiencies in response to the challenges in the marketplace and general market conditions, we reduced our workforce in the first quarter and second quarter 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, 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. |
Segment_information
Segment information | 9 Months Ended | |||||||||||
Sep. 27, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment information | ' | |||||||||||
Segment information | ||||||||||||
As described in Note 1 above, the Company operates in two reportable segments identified as Base USAP, which is the core auto parts business, and AutoMD, an online automotive repair source of which the Company is a majority stockholder. Summarized segment information for our continuing operations from the two reportable segments for the periods presented is as follows (in thousands): | ||||||||||||
Base USAP | AutoMD | Consolidated | ||||||||||
Thirteen weeks ended September 27, 2014 | ||||||||||||
Net sales | $ | 67,885 | $ | 80 | $ | 67,965 | ||||||
Gross profit | 18,334 | 80 | 18,414 | |||||||||
Operating costs (1) | 20,016 | 614 | 20,630 | |||||||||
Loss from operations | (1,682 | ) | (534 | ) | (2,216 | ) | ||||||
Total assets, net of accumulated depreciation | 71,856 | 1,828 | 73,684 | |||||||||
Thirteen weeks ended September 28, 2013 | ||||||||||||
Net sales | $ | 61,655 | $ | 69 | $ | 61,724 | ||||||
Gross profit | 17,838 | 69 | 17,907 | |||||||||
Operating costs (1) | 18,647 | 506 | 19,153 | |||||||||
Loss from operations | (809 | ) | (437 | ) | (1,246 | ) | ||||||
Thirty-nine weeks ended September 27, 2014 | ||||||||||||
Net sales | $ | 212,717 | $ | 223 | $ | 212,940 | ||||||
Gross profit | 59,312 | 223 | 59,535 | |||||||||
Operating costs (1) | 61,396 | 1,799 | 63,195 | |||||||||
Loss from operations | (2,084 | ) | (1,576 | ) | (3,660 | ) | ||||||
Total assets, net of accumulated depreciation | 71,856 | 1,828 | 73,684 | |||||||||
Thirty-nine weeks ended September 28, 2013 | ||||||||||||
Net sales | $ | 194,756 | $ | 262 | $ | 195,018 | ||||||
Gross profit | 56,396 | 262 | 56,658 | |||||||||
Operating costs (1) | 68,651 | 1,737 | 70,388 | |||||||||
Loss from operations | (12,255 | ) | (1,475 | ) | (13,730 | ) | ||||||
Fifty-two weeks as of December 28, 2013 | ||||||||||||
Total assets, net of accumulated depreciation | $ | 67,039 | $ | 2,143 | $ | 69,182 | ||||||
-1 | Operating costs for AutoMD primarily consist of depreciation on fixed assets. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 27, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On October 8, 2014, AutoMD entered into a Common Stock Purchase Agreement (the “ Purchase Agreement”) to sell an aggregate of 7,000,000 shares of AutoMD common stock at a purchase price of $1.00 per share to four third-party investors. Following the sale, AutoMD ceased to be a wholly-owned subsidiary of the Company, with the Company now holding approximately 64.1% of AutoMD's outstanding common stock. The Company will continue to consolidate AutoMD for reporting purposes. Additionally, pursuant to the terms of the Purchase Agreement, the Company may be required to purchase 2,000,000 shares of AutoMD common stock at a purchase price of $1.00 per share, with such purchase to be triggered, if applicable, if during the two years following the closing date AutoMD fails to meet specified cash balances and numbers of approved auto repair shops submitting a quotation on AutoMD’s website. | |
In order to effect the transaction contemplated above, on October 8, 2014, the Company, certain of its domestic subsidiaries and JPMorgan entered into a Fifth Amendment to Credit Agreement and First Amendment to Pledge and Security Agreement, which amended the Credit Agreement previously entered into by the Company, certain of its domestic subsidiaries and JPMorgan on April 26, 2012 (as amended, the “ Credit Agreement ”) and the Pledge and Security Agreement previously entered into by the Company, certain of its domestic subsidiaries and JPMorgan on April 26, 2012. Pursuant to the Amendment, JPMorgan increased its revolving commitment from $20,000,000 to $25,000,000, which is subject to a borrowing base derived from certain receivables, inventory, property and pledged cash. In addition, the Company’s ability to perform certain contingent obligations set forth in the documents executed in connection with the Purchase Agreement is dependent on the Company satisfying certain contractual and financial tests, including, without limitation, (i) with respect to the purchase of 2,000,000 shares of AutoMD common stock described above, the Company having excess availability to borrow under the Credit Agreement of at least $4 million and the satisfaction of a minimum fixed charge coverage ratio of 1.25:1.0, (ii) with respect to the reimbursement of certain intellectual property litigation expenses incurred by AutoMD, which the Company could be required to do for a period of 3 years, the Company having excess availability to borrow under the Credit Agreement of at least $4 million, and (iii) with respect to the Company electing to purchase AutoMD common stock in connection with certain transfers not permitted under an investor rights agreement entered into by the Company or AutoMD electing to exercise its option to repurchase shares of its common stock under specific circumstances as contemplated by such investor rights agreement, the Company having excess availability to borrow under the Credit Agreement of at least $6 million and the satisfaction of a minimum fixed charge coverage ratio of 1.25:1.0. In addition, certain definitions were amended to allow for additional add-backs to adjusted EBITDA for fiscal quarters ended September 27, 2014 and January 5, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Nature of Operations (Policies) | 9 Months Ended |
Sep. 27, 2014 | |
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 27, 2014 and the consolidated results of operations for the thirteen and thirty-nine weeks ended September 27, 2014 and September 28, 2013, and cash flows for the thirty-nine weeks ended September 27, 2014 and September 28, 2013. The Company’s results of operations for the thirteen and thirty-nine weeks ended September 27, 2014 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 28, 2013, which was filed with the SEC on March 12, 2014. We refer to our fiscal year ending January 3, 2015 as fiscal year 2014 and our fiscal year ended December 28, 2013 as fiscal year 2013. | |
During the thirteen and thirty-nine weeks ended September 27, 2014, the Company incurred a net loss of $2,494 and $4,473, respectively, compared to a net loss of $1,399 and $14,309 during the thirteen and thirty-nine weeks ended September 28, 2013. The Company believes that the increase in net revenues to $67,965 in the third quarter of 2014 from $61,724 in the third quarter of 2013, is part of a continuing positive trend, and based on our current operating plan, we expect to finish fiscal year 2014 with a substantially reduced net loss compared to the net loss for fiscal year 2013. As a result, 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. Should our results not meet our current operating plan and should revenues decline 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 additional assets or seek additional equity or 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 revenues and/or gross profit were to decline and the net loss continues for longer than we expect because our strategies to return to sustained positive sales growth and profitability are not successful, and if we are not able to raise adequate additional financing or proceeds from additional 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. Our fiscal year 2014 will be 53 weeks ending January 3, 2015. | |
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. On October 8th, 2014, AutoMD sold 7,000,000 shares of AutoMD common stock to third-party investors. Following the sale, AutoMD ceased to be a wholly-owned subsidiary of the Company. The Company will continue to consolidate for reporting purposes. Refer to “Note 13 – Subsequent Events” for additional fair value information. | |
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 and vesting of issued equity awards based upon certain performance targets. 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 | |
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. The Company’s revolving loan payable (see “Note 6 –Borrowings”) is 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. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value at September 27, 2014 and December 28, 2013 due to their short-term maturities. Investments and derivative financial instruments are carried at fair value, as discussed below. | |
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. | |
Investments | ' |
Investments | |
Investments were comprised of closed-end funds primarily invested in mutual funds that hold government bonds, stock and short-term money market 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 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 27, 2014 and September 28, 2013. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments | |
Cash flow hedges are hedges that use derivatives to partially offset the variability of future cash flows. The Company hedges a portion of its forecasted foreign currency exposure associated with operating expenses incurred in the Philippines, for up to 12 months. The Company records all derivatives on the consolidated balance sheet at fair value. The Company’s accounting treatment of these instruments is based on whether the instruments are designated as hedge or non-hedge instruments. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portions of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. The Company did not have any non-hedge instruments as of September 27, 2014 or December 28, 2013. Refer to “Note 3 – Fair Value Measurements” for additional fair value information. | |
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, or scrap product. The Company’s inventory, primarily aftermarket auto parts, including body parts, engine parts, and performance parts and accessories, are used on vehicles that have rather long lives; and therefore, the risk of obsolescence is minimal. | |
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 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. The Company has not recognized any impairment losses on property and equipment or intangible assets subject to amortization since the second quarter of 2013. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following five 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. | |
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. | |
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 share-based payment awards 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, compensation expense for both time-based and performance-based restricted stock units is based on the closing stock price of our common shares on the date of grant, and is recognized on a straight-line basis over the requisite service period. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. Compensation expense for stock options is based on the fair value estimated on the date of grant using an option pricing model that meets certain requirements, and is recognized over the vesting period of three to four years. The Company currently uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards for such stock options, which 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 for the stock options. 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 capital lease interest. | |
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. 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 an operating lease 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, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges, and unrealized holding gains and losses from available-for-sale investments. The Company presents the components of net 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. The criteria the Company uses 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. The two reporting units we identified are the core auto parts business (“Base USAP”) and an online automotive repair source of which the Company is a majority stockholder (“AutoMD”), in accordance with ASC 280 Segment Reporting (“ASC 280”). | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9, “Revenue from Contracts with Customers,” (“ASU 2014-9”) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2016. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-9 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has the effect of the standard on ongoing financial reporting been determined. | |
On August 27, 2014, the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The Company is evaluating the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Nature of Operations (Tables) | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Aggregate Warranty Liabilities | ' | |||||||
For the thirty-nine weeks ended September 27, 2014 and September 28, 2013, the activity in our aggregate warranty liabilities was as follows (in thousands): | ||||||||
27-Sep-14 | 28-Sep-13 | |||||||
Warranty liabilities, beginning of period | $ | 297 | $ | 282 | ||||
Adjustments to preexisting warranty liabilities | (84 | ) | (79 | ) | ||||
Additions to warranty liabilities | 102 | 148 | ||||||
Reductions to warranty liabilities | (54 | ) | (46 | ) | ||||
Warranty liabilities, end of period | $ | 261 | $ | 305 | ||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Investments Schedule [Abstract] | ' | |||||||||||||||
Investments, Recorded at Fair Value | ' | |||||||||||||||
As of September 27, 2014, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 39 | $ | — | $ | — | $ | 39 | ||||||||
As of December 28, 2013, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 40 | $ | 7 | $ | — | $ | 47 | ||||||||
-1 | Mutual funds, consisting of government bonds, stocks and short-term money market 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. 27, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||
Financial Assets Valued on Recurring Basis for Cash and Cash Equivalents and Investments | ' | |||||||||||||||||
The following table represents our fair value hierarchy and the valuation techniques used for cash and cash equivalents and investments (in thousands): | ||||||||||||||||||
As of September 27, 2014 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 1,255 | $ | 1,255 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 39 | 39 | — | — | (a) | |||||||||||||
$ | 1,294 | $ | 1,294 | $ | — | $ | — | |||||||||||
As of December 28, 2013 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 818 | $ | 818 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 47 | 47 | — | — | (a) | |||||||||||||
$ | 865 | $ | 865 | $ | — | $ | — | |||||||||||
-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. These mutual funds invest in government bonds, stocks and short-term money market funds, | |||||||||||||||||
Fair Value Hierarchy and Valuation Techniques Used for Derivative Financial Instruments | ' | |||||||||||||||||
The following table represents our fair value hierarchy and the valuation techniques used for derivative financial instruments (in thousands): | ||||||||||||||||||
As of September 27, 2014 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Foreign exchange contracts (1) | $ | — | $ | — | $ | — | $ | — | (b) | |||||||||
Liabilities: | ||||||||||||||||||
Foreign exchange contracts(1) | $ | 70 | $ | — | $ | 70 | $ | — | (b) | |||||||||
-1 | Foreign exchange contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional value. |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Summary of Property and Equipment | ' | |||||||
Property and equipment consisted of the following at September 27, 2014 and December 28, 2013 (in thousands): | ||||||||
27-Sep-14 | 28-Dec-13 | |||||||
Land | $ | 630 | $ | 630 | ||||
Building | 8,877 | 8,877 | ||||||
Machinery and equipment | 10,329 | 12,163 | ||||||
Computer software (purchased and developed) and equipment | 58,876 | 55,383 | ||||||
Vehicles | 250 | 264 | ||||||
Leasehold improvements | 1,758 | 1,767 | ||||||
Furniture and fixtures | 1,035 | 1,057 | ||||||
Construction in process | 1,621 | 2,066 | ||||||
83,376 | 82,207 | |||||||
Less accumulated depreciation, amortization and impairment | (66,055 | ) | (62,544 | ) | ||||
Property and equipment, net | $ | 17,321 | $ | 19,663 | ||||
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 | ||||||||
Facility subject to capital lease | 20 | |||||||
Machinery and equipment | 2 - 5 | |||||||
Computer software (purchased and developed) | 2 - 3 | |||||||
Computer equipment | 2 - 5 | |||||||
Vehicles | 3 - 5 | |||||||
Leasehold improvements* | 3 - 5 | |||||||
Furniture and fixtures | 3 - 7 | |||||||
* The estimated useful life is the lesser of 3-5 years or the lease term. |
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Sep. 27, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Summary of Intangible Assets | ' | |||||||||||||||||||||||||
Intangible assets consisted of the following at September 27, 2014 and December 28, 2013 (in thousands): | ||||||||||||||||||||||||||
27-Sep-14 | 28-Dec-13 | |||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | |||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | |||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||||
Product design intellectual property (1) | 4 years | $ | 2,750 | $ | (2,037 | ) | $ | 713 | $ | 2,750 | $ | (1,842 | ) | $ | 908 | |||||||||||
Patent license agreements | 3 - 5 years | 537 | (64 | ) | $ | 473 | — | — | $ | — | ||||||||||||||||
Domain and trade names | 10 years | 1,199 | (563 | ) | $ | 636 | 1,199 | (506 | ) | $ | 693 | |||||||||||||||
Total | $ | 4,486 | $ | (2,664 | ) | $ | 1,822 | $ | 3,949 | $ | (2,348 | ) | $ | 1,601 | ||||||||||||
-1 | During the second quarter of 2013, based on the impairment analysis, the Company changed its estimated useful life for product design and intellectual property from 9 years to 4 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 (in thousands): | ||||||||||||||||||||||||||
2014 | $ | 115 | ||||||||||||||||||||||||
2015 | 458 | |||||||||||||||||||||||||
2016 | 458 | |||||||||||||||||||||||||
2017 | 320 | |||||||||||||||||||||||||
2018 | 162 | |||||||||||||||||||||||||
Thereafter | 309 | |||||||||||||||||||||||||
Total | $ | 1,822 | ||||||||||||||||||||||||
Borrowings_Tables
Borrowings (Tables) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Present Value of Net Minimum Payments on Capital Leases | ' | |||
As of September 27, 2014, the Company had total capital leases payable of $9,601. The present value of the net minimum payments on capital leases as of September 27, 2014 was as follows (in thousands): | ||||
Total minimum lease payments | $ | 18,771 | ||
Less amount representing interest | (9,170 | ) | ||
Present value of net minimum lease payments | 9,601 | |||
Current portion of capital leases payable | (209 | ) | ||
Capital leases payable, net of current portion | $ | 9,392 | ||
Stockholders_Equity_and_ShareB1
Stockholders' Equity and Share-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Summary of Stock Option Activity | ' | |||||||||||||||
The following table summarizes the Company’s stock option activity for the thirty-nine weeks ended September 27, 2014, and details regarding the options outstanding and exercisable at September 27, 2014: | ||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic Value (1) | ||||||||||||||
Exercise Price | Contractual | |||||||||||||||
Term (in years) | ||||||||||||||||
Options outstanding, December 28, 2013 | 5,320 | $ | 2.97 | |||||||||||||
Granted | 840 | $ | 2.32 | |||||||||||||
Exercised | (129 | ) | $ | 2.06 | ||||||||||||
Expired | (204 | ) | $ | 7.2 | ||||||||||||
Forfeited | (383 | ) | $ | 1.8 | ||||||||||||
Options outstanding, September 27, 2014 | 5,444 | $ | 2.81 | 6.52 | $ | 3,320 | ||||||||||
Vested and expected to vest at September 27, 2014 | 4,871 | $ | 2.91 | 6.21 | $ | 2,876 | ||||||||||
Options exercisable, September 27, 2014 | 3,242 | $ | 3.36 | 4.79 | $ | 1,592 | ||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. stock on September 27, 2014 as reported on the NASDAQ National Market, for all options outstanding that have an exercise price currently below the closing price. | |||||||||||||||
Summary of Assumptions Used for Fair Value of Options | ' | |||||||||||||||
The fair value of each option grant 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 | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Expected life | 5.37 years | 5.21 – 5.73 years | 5.30 – 5.37 | 5.21 – 5.73 years | ||||||||||||
years | ||||||||||||||||
Risk-free interest rate | 1.70% | 1.4% – 1.8% | 1.5% – 1.8% | 1.0% – 1.8% | ||||||||||||
Expected volatility | 62% | 67% – 73% | 62% – 68% | 67% – 73% | ||||||||||||
Expected dividend yield | —% | —% | —% | —% | ||||||||||||
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 (in thousands): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Marketing expense | $ | 157 | $ | 77 | $ | 374 | $ | 230 | ||||||||
General and administrative expense | 424 | 191 | 1,051 | 693 | ||||||||||||
Fulfillment expense | 72 | 25 | 170 | 81 | ||||||||||||
Technology expense | 34 | 22 | 96 | 61 | ||||||||||||
Total share-based compensation expense | $ | 687 | $ | 315 | $ | 1,691 | $ | 1,065 | ||||||||
Surrendered Stock Options And New Stock Options | ' | |||||||||||||||
Summary of Assumptions Used for Fair Value of 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 | % | |||||||||||||
Expected volatility | 55% – 73% | 72 | % | |||||||||||||
Expected dividend yield | — | % | — | % |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
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 (in thousands, except per share data): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Net loss per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Net loss | $ | (2,494 | ) | $ | (1,399 | ) | $ | (4,473 | ) | $ | (14,309 | ) | ||||
Dividends on Series A Convertible Preferred Stock | 61 | 60 | 180 | 124 | ||||||||||||
Net loss available to common shares | $ | (2,555 | ) | $ | (1,459 | ) | $ | (4,653 | ) | $ | (14,433 | ) | ||||
Denominator: | ||||||||||||||||
Weighted-average common shares outstanding (basic) | 33,532 | 33,218 | 33,459 | 32,493 | ||||||||||||
Common equivalent shares from common stock options and warrants | — | — | — | — | ||||||||||||
Weighted-average common shares outstanding (diluted) | 33,532 | 33,218 | 33,459 | 32,493 | ||||||||||||
Basic and diluted net loss per share | $ | (0.08 | ) | $ | (0.04 | ) | $ | (0.14 | ) | $ | (0.44 | ) | ||||
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 (in thousands): | ||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||||||
Common stock warrants | 50 | 50 | 50 | 50 | ||||||||||||
Series A Convertible Preferred Stock | 4,150 | 4,150 | 4,150 | 2,110 | ||||||||||||
Restricted stock units | 815 | — | 760 | — | ||||||||||||
Options to purchase common stock | 5,694 | 6,619 | 5,681 | 7,079 | ||||||||||||
Total | 10,709 | 10,819 | 10,641 | 9,239 | ||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
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 27, 2014 (in thousands): | ||||
2014 | $ | 378 | ||
2015 | 1,273 | |||
2016 | 785 | |||
Total | $ | 2,436 | ||
Summary of Capital Lease Commitments | ' | |||
Capital lease commitments as of September 27, 2014 were as follows (in thousands): | ||||
2014 | $ | 252 | ||
2015 | 1,010 | |||
2016 | 968 | |||
2017 | 909 | |||
2018 | 915 | |||
2019 onwards | 14,717 | |||
Total minimum payments required | 18,771 | |||
Less amount representing interest | (9,170 | ) | ||
Present value of minimum capital lease payments | $ | 9,601 | ||
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||
Summary of Charges Related to Restructure | ' | |||||||
The following table summarizes the charges related to the restructure recognized during the thirteen and thirty-nine weeks ended September 27, 2014 (in thousands): | ||||||||
Thirteen Weeks Ended | Thirty-nine Weeks Ended | |||||||
September 27, | September 27, | |||||||
2014 | 2014 | |||||||
Employee severance | $ | — | $ | 552 | ||||
Accounts receivable allowance | — | 73 | ||||||
Relocation costs (employee and equipment) | 127 | 127 | ||||||
Inventory transfers | 283 | 283 | ||||||
Total restructuring costs | $ | 410 | $ | 1,035 | ||||
Segment_information_Tables
Segment information (Tables) | 9 Months Ended | |||||||||||
Sep. 27, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Summarized Segment Information | ' | |||||||||||
Summarized segment information for our continuing operations from the two reportable segments for the periods presented is as follows (in thousands): | ||||||||||||
Base USAP | AutoMD | Consolidated | ||||||||||
Thirteen weeks ended September 27, 2014 | ||||||||||||
Net sales | $ | 67,885 | $ | 80 | $ | 67,965 | ||||||
Gross profit | 18,334 | 80 | 18,414 | |||||||||
Operating costs (1) | 20,016 | 614 | 20,630 | |||||||||
Loss from operations | (1,682 | ) | (534 | ) | (2,216 | ) | ||||||
Total assets, net of accumulated depreciation | 71,856 | 1,828 | 73,684 | |||||||||
Thirteen weeks ended September 28, 2013 | ||||||||||||
Net sales | $ | 61,655 | $ | 69 | $ | 61,724 | ||||||
Gross profit | 17,838 | 69 | 17,907 | |||||||||
Operating costs (1) | 18,647 | 506 | 19,153 | |||||||||
Loss from operations | (809 | ) | (437 | ) | (1,246 | ) | ||||||
Thirty-nine weeks ended September 27, 2014 | ||||||||||||
Net sales | $ | 212,717 | $ | 223 | $ | 212,940 | ||||||
Gross profit | 59,312 | 223 | 59,535 | |||||||||
Operating costs (1) | 61,396 | 1,799 | 63,195 | |||||||||
Loss from operations | (2,084 | ) | (1,576 | ) | (3,660 | ) | ||||||
Total assets, net of accumulated depreciation | 71,856 | 1,828 | 73,684 | |||||||||
Thirty-nine weeks ended September 28, 2013 | ||||||||||||
Net sales | $ | 194,756 | $ | 262 | $ | 195,018 | ||||||
Gross profit | 56,396 | 262 | 56,658 | |||||||||
Operating costs (1) | 68,651 | 1,737 | 70,388 | |||||||||
Loss from operations | (12,255 | ) | (1,475 | ) | (13,730 | ) | ||||||
Fifty-two weeks as of December 28, 2013 | ||||||||||||
Total assets, net of accumulated depreciation | $ | 67,039 | $ | 2,143 | $ | 69,182 | ||||||
-1 | Operating costs for AutoMD primarily consist of depreciation on fixed assets. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies and Nature of Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Oct. 08, 2014 |
Segment | Website and Software Development | Minimum | Maximum | AutoMD | AutoMD | AutoMD | AutoMD | Subsequent Event | |||||
AutoMD | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | $2,494 | $1,399 | $4,473 | $14,309 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 67,965 | 61,724 | 212,940 | 195,018 | ' | ' | ' | ' | 80 | 69 | 223 | 262 | ' |
Document fiscal year focus | ' | ' | '2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued per agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 |
Original maturity of money market funds and short-term investments purchased | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' |
Other than temporary impairment charges on investments | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives designated as hedging instruments in accumulated other comprehensive loss | ' | ' | 70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of net losses from accumulated other comprehensive loss | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized ineffective portion derivatives | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected reclassified net losses to other income/expense | 70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, notional value | 1,959 | ' | 1,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory | 44,816 | ' | 44,816 | ' | 36,986 | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory in-transit | 11,672 | ' | 11,672 | ' | 6,750 | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets, useful life | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
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)Â a five year unlimited product replacement, (b)Â a five year one-time product replacement, and (c)Â a three year one-time product replacement. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising costs | 4,458 | 4,000 | 13,860 | 12,908 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option grant, vesting period | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' | ' |
The likeliness that the tax position will be realized upon ultimate settlement | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits, interest or penalties | $0 | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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. 27, 2014 | Sep. 28, 2013 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ' | ' |
Warranty liabilities, beginning of period | $297 | $282 |
Adjustments to preexisting warranty liabilities | -84 | -79 |
Additions to warranty liabilities | 102 | 148 |
Reductions to warranty liabilities | -54 | -46 |
Warranty liabilities, end of period | $261 | $305 |
Investments_Investments_Record
Investments - Investments, Recorded at Fair Value (Detail) (Mutual funds, USD $) | Sep. 27, 2014 | Dec. 28, 2013 | ||
In Thousands, unless otherwise specified | ||||
Mutual funds | ' | ' | ||
Schedule of Available-for-Sale Securities [Line Items] | ' | ' | ||
Investments, amortized cost | $39 | [1] | $40 | [1] |
Investments, unrealized gains | 0 | [1] | 7 | [1] |
Investments, unrealized losses | 0 | [1] | 0 | [1] |
Investments, fair value | $39 | [1] | $47 | [1] |
[1] | Mutual funds, consisting of government bonds, stocks and short-term money market 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. |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Investments Schedule [Abstract] | ' | ' |
Recognized gross realized losses | $0 | $0 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Fair value level one and level two transfers amount, assets and liabilities | $0 | ' | $0 | ' |
Transfers into or out of level 1 and level 2 assets | ' | ' | 0 | 0 |
Impairment loss on property and equipment | 0 | 0 | 0 | 4,832,000 |
Impairment loss on intangible assets | 0 | 0 | 0 | 1,245,000 |
Level 3 | Fair Value, Measurements, Non-Recurring | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Impairment loss | ' | $6,077,000 | ' | ' |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets Valued on Recurring Basis for Cash and Cash Equivalents and Investments (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | ||
In Thousands, unless otherwise specified | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | $1,255 | $818 | $1,099 | $1,030 | ||
Short-term investments | 39 | 47 | ' | ' | ||
Fair Value, Measurements, Recurring | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Assets, Fair Value Disclosure | 1,294 | 865 | ' | ' | ||
Fair Value, Measurements, Recurring | Level 1 | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Assets, Fair Value Disclosure | 1,294 | 865 | ' | ' | ||
Fair Value, Measurements, Recurring | Level 2 | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Assets, Fair Value Disclosure | ' | ' | ' | ' | ||
Fair Value, Measurements, Recurring | Level 3 | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Assets, Fair Value Disclosure | ' | ' | ' | ' | ||
Fair Value, Measurements, Recurring | Valuation Techniques | Cash and cash equivalents | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | 1,255 | [1] | 818 | [1] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Investments | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Short-term investments | 39 | [2] | 47 | [2] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 1 | Cash and cash equivalents | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | 1,255 | [1] | ' | ' | ' | |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 1 | Investments | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | ' | 818 | [1] | ' | ' | |
Short-term investments | 39 | [2] | 47 | [2] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 2 | Cash and cash equivalents | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | ' | [1] | ' | [1] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 2 | Investments | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Short-term investments | ' | [2] | ' | [2] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 3 | Cash and cash equivalents | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Cash and cash equivalents | ' | [1] | ' | [1] | ' | ' |
Fair Value, Measurements, Recurring | Valuation Techniques | Level 3 | Investments | ' | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ||
Short-term investments | ' | [2] | ' | [2] | ' | ' |
[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. These mutual funds invest in government bonds, stocks and short-term money market funds, |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Hierarchy and Valuation Techniques Used for Derivative Financial Instruments (Detail) (Foreign exchange contracts, USD $) | Sep. 27, 2014 | |
In Thousands, unless otherwise specified | ||
Assets: | ' | |
Assets | $0 | [1] |
Liabilities: | ' | |
Liabilities | 70 | [1] |
Level 1 | ' | |
Assets: | ' | |
Assets | 0 | [1] |
Liabilities: | ' | |
Liabilities | 0 | [1] |
Level 2 | ' | |
Assets: | ' | |
Assets | ' | [1] |
Liabilities: | ' | |
Liabilities | 70 | [1] |
Level 3 | ' | |
Assets: | ' | |
Assets | ' | [1] |
Liabilities: | ' | |
Liabilities | ' | [1] |
[1] | Foreign exchange contracts are valued using an income approach based on forward rates less the contract rate multiplied by the notional value. |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Apr. 17, 2013 | Jun. 29, 2013 | Apr. 17, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 28, 2013 | Apr. 17, 2013 | Apr. 30, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Apr. 17, 2013 | Apr. 17, 2013 |
Computer software (purchased and developed) | Facility subject to capital lease | Facility subject to capital lease | Philippines | Philippines | ILLINOIS | ILLINOIS | ILLINOIS | ILLINOIS | ILLINOIS | ILLINOIS | ILLINOIS | ILLINOIS | |||||||
Whitney Automotive Group (WAG) | |||||||||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expense | $2,213 | $2,472 | $6,833 | $9,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense related to La Salle, Illinois facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119 | 119 | 357 | 198 | ' | ' |
Fair values discount rate | ' | 14.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair values royalty rate | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss on property and equipment | 0 | 0 | 0 | 4,832 | ' | ' | 4,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from sale of La Salle, Illinois facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,750 |
Net proceeds from sale of La Salle, Illinois facility | ' | ' | 0 | 9,584 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,507 |
Period of lease under sale and lease back transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' |
Execution of the lease terminate date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-33 | ' | ' | ' |
Lease terms under sale and lease back | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company’s initial base annual rent is $853 for the first year (“Base Rent Amountâ€), 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 | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of property and equipment | ' | ' | '20 years | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, gross carrying value | 83,376 | ' | 83,376 | ' | 82,207 | ' | ' | ' | 9,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, accumulated depreciation | 66,055 | ' | 66,055 | ' | 62,544 | ' | ' | ' | 673 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | $17,321 | ' | $17,321 | ' | $19,663 | ' | ' | ' | $8,834 | $254 | $508 | ' | ' | ' | ' | ' | ' | ' | ' |
Property_and_Equipment_Net_Sum
Property and Equipment, Net - Summary of Property and Equipment (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $83,376 | $82,207 |
Less accumulated depreciation, amortization and impairment | -66,055 | -62,544 |
Property and equipment, net | 17,321 | 19,663 |
Land | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 630 | 630 |
Building | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 8,877 | 8,877 |
Machinery and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 10,329 | 12,163 |
Computer equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 58,876 | 55,383 |
Vehicles | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 250 | 264 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,758 | 1,767 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,035 | 1,057 |
Construction in process | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $1,621 | $2,066 |
Property_and_Equipment_Net_Sum1
Property and Equipment, Net - Summary of Estimated Useful Lives of Property and Equipment (Detail) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||||
Sep. 27, 2014 | Apr. 17, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | |||
Facility subject to capital lease | Machinery and equipment | Machinery and equipment | Computer software (purchased and developed) | Computer software (purchased and developed) | Computer equipment | Computer equipment | Vehicles | Vehicles | Leasehold improvements | Leasehold improvements | Furniture and fixtures | Furniture and fixtures | ||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Estimated useful life of property and equipment | '20 years | '20 years | '2 years | '5 years | '2 years | '3 years | '2 years | '5 years | '3 years | '5 years | '3 years | [1] | '5 years | [1] | '3 years | '7 years |
[1] | The estimated useful life is the lesser of 3-5 years or the lease term. |
Intangible_Assets_Net_Summary_
Intangible Assets, Net - Summary of Intangible Assets (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 27, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | ||
In Thousands, unless otherwise specified | Product design intellectual property | Product design intellectual property | Patent license agreement | Patent license agreement | Domain and trade names | Domain and trade names | Minimum | Minimum | Maximum | Maximum | ||||
Product design intellectual property | Patent license agreement | Product design intellectual property | Patent license agreement | |||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Finite-lived intangible assets, useful life | ' | ' | '4 years | ' | ' | ' | '10 years | ' | '4 years | '3 years | '9 years | '5 years | ||
Finite-lived intangible assets, gross carrying amount | $4,486 | $3,949 | $2,750 | [1] | $2,750 | [1] | $537 | $0 | $1,199 | $1,199 | ' | ' | ' | ' |
Finite-lived intangible assets, accumulated amort. and impairment | -2,664 | -2,348 | -2,037 | [1] | -1,842 | [1] | -64 | 0 | -563 | -506 | ' | ' | ' | ' |
Total | $1,822 | $1,601 | $713 | [1] | $908 | [1] | $473 | $0 | $636 | $693 | ' | ' | ' | ' |
[1] | During the second quarter of 2013, based on the impairment analysis, the Company changed its estimated useful life for product design and intellectual property from 9 years to 4 years. |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Goodwill And Intangible Assets Disclosure Textual [Abstract] | ' | ' | ' | ' |
Amortization expense relating to intangibles assets | $106 | $86 | $316 | $299 |
Intangible_Assets_Net_Summary_1
Intangible Assets, Net - Summary of Future Estimated Annual Amortization Expense (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' |
2014 | $115 | ' |
2015 | 458 | ' |
2016 | 458 | ' |
2017 | 320 | ' |
2018 | 162 | ' |
Thereafter | 309 | ' |
Total | $1,822 | $1,601 |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||||
Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Apr. 30, 2012 | Sep. 27, 2014 | Sep. 27, 2014 | Aug. 31, 2013 | Apr. 30, 2012 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Oct. 08, 2014 | |
Principal | Principal | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Subsequent Event | |||
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Minimum | Maximum | Maximum | Jp Morgan Chase Bank | |||||||
Series A Convertible Preferred Stock | Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility limit | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | $40,000,000 | ' | ' | ' | $25,000,000 |
Maximum revolving commitment upon fulfillment of certain conditions | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' |
Line of credit facility maturity date | ' | ' | ' | ' | ' | ' | 26-Apr-17 | ' | ' | ' | ' | ' | ' |
Revolving loan payable | ' | 10,869,000 | ' | ' | ' | ' | 10,869,000 | ' | ' | ' | ' | ' | ' |
Applicable margin for LIBOR-based interest rate/ Applicable margin for alternate base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.50% | ' | ' |
Increase or decrease to the applicable margin | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR based interest rate | 1.69% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LIBOR based interest rate, principal | ' | ' | ' | 10,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prime based rate | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prime based rate principal | ' | ' | 519,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unused credit commitment fee | ' | ' | ' | ' | ' | 0.20% | ' | ' | ' | ' | ' | ' | ' |
Cash dominion period trigger amount of excess availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
Cash dominion period triggered during the preceding consecutive days | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dominion period exit amount of excess availability | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' |
Excess availability under credit facility | ' | ' | ' | ' | ' | 7,149,000 | ' | ' | ' | ' | ' | ' | ' |
Principal payments 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' |
Maximum fixed coverage ratio trigger | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | ' | ' |
Consolidated fixed charge coverage ratio | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Borrowings_Present_Value_of_Ne
Borrowings - Present Value of Net Minimum Payments on Capital Leases (Detail) (USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Capital leases payable | $9,601 | ' |
Total minimum lease payments | 18,771 | ' |
Less amount representing interest | -9,170 | ' |
Present value of net minimum lease payments | 9,601 | ' |
Current portion of capital leases payable | -209 | -269 |
Capital leases payable, net of current portion | $9,392 | $9,502 |
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 | ||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Minimum | Minimum | Maximum | Maximum | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | ' | 100,000,000 | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' |
Options exercised | ' | ' | 129,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 33,542,000 | ' | 33,542,000 | ' | 33,352,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in dividend payment on Series A convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | 19,000 | 24,000 |
Dividend payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | 31-Mar-14 | 31-Dec-13 |
Dividends, common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60 | $59 | $60 |
Amounts capitalized to internally-developed software | $65 | $40 | $142 | $188 | ' | ' | ' | ' | ' | ' | ' | ' |
Revised estimated forfeiture rate | ' | ' | ' | ' | ' | 16.00% | 16.00% | 34.00% | 34.00% | ' | ' | ' |
Stockholders_Equity_and_ShareB3
Stockholders' Equity and Share-Based Compensation - Additional Information 1 (Detail) (Series A Convertible Preferred Stock, USD $) | Sep. 27, 2014 | Dec. 28, 2013 |
Series A Convertible Preferred Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Series A convertible preferred stock, shares authorized | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, par value | $0.00 | $0.00 |
Amount per share to series A preferred in case of liquidation | $1.45 | $1.45 |
Stockholders_Equity_and_ShareB4
Stockholders' Equity and Share-Based Compensation - Additional Information 2 (Detail) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Aug. 01, 2014 | Apr. 03, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Feb. 14, 2014 | Sep. 27, 2014 | Sep. 27, 2014 |
Minimum | Maximum | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | 2007 Omnibus Plan | 2007 Omnibus Plan | 2007 Omnibus Plan | 2007 Omnibus Plan | 2007 Omnibus Plan | 2007 Omnibus Plan | 2007 Omnibus Plan | |||
Minimum | Maximum | Minimum | Maximum | Restricted stock units | Time-based RSUs | Performance-based RSUs | Performance-based RSUs | Performance-based RSUs | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option grant vesting period | ' | ' | '3 years | '4 years | ' | ' | ' | ' | ' | ' | ' | '1 year | '2 years | ' | ' | ' | ' | ' |
Weighted-average fair value of options granted | $1.34 | $0.68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of the exercised options | $147 | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share-based compensation expense | 1,866 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period of unrecognized share-based compensation expense | '2 years 10 months 28 days | ' | ' | ' | ' | '1 year 0 months 0 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RSUs granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,015,000 | 738,000 | 277,000 | ' | ' |
RSUS per share | ' | ' | ' | ' | ' | ' | $3.17 | $2.93 | $2.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense, requisite service period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '2 years | ' | ' | ' | ' | ' | ' | ' |
Number of shares probable to meet performance criteria | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 171,000 | ' | ' | ' | ' |
Shares forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 94,000 |
Reduction in compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107 | 107 |
Compensation expense | 1,691 | 1,065 | ' | ' | 382 | 926 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | $1,205 | $1,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_and_ShareB5
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 27, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |
Options outstanding, Shares, Beginning | 5,320,000 | |
Granted, Shares | 840,000 | |
Exercised, Shares | -129,000 | |
Expired, Shares | -204,000 | |
Forfeited, Shares | -383,000 | |
Options outstanding, Shares, Ending | 5,444,000 | |
Vested and expected to vest, Shares, Ending balance | 4,871,000 | |
Options exercisable, Shares, Ending balance | 3,242,000 | |
Options outstanding, Weighted Average Exercise Price, Beginning Balance | $2.97 | |
Granted - Weighted Average Exercise Price | $2.32 | |
Exercised - Weighted Average Exercise Price | $2.06 | |
Expired - Weighted Average Exercise Price | $7.20 | |
Forfeited - Weighted Average Exercise Price | $1.80 | |
Options outstanding, Weighted Average Exercise Price, Ending Balance | $2.81 | |
Vested and expected to vest, Weighted Average Exercise Price, Ending Balance | $2.91 | |
Options exercisable, Weighted Average Exercise Price, Ending Balance | $3.36 | |
Options outstanding, Weighted Average Remaining Contractual Term (in years), Ending | '6 years 6 months 9 days | |
Vested and expected to vest, Weighted Average Remaining Contractual Term (in years), Ending | '6 years 2 months 15 days | |
Options exercisable, Weighted Average Remaining Contractual Term (in years), Ending | '4 years 9 months 14 days | |
Options outstanding, Aggregate Intrinsic Value, Ending Balance | $3,320 | [1] |
Vested and expected to vest, Aggregate Intrinsic Value, Ending Balance | 2,876 | [1] |
Options exercisable, Aggregate Intrinsic Value, Ending Balance | $1,592 | [1] |
[1] | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. stock on September 27, 2014 as reported on the NASDAQ National Market, for all options outstanding that have an exercise price currently below the closing price. |
Stockholders_Equity_and_ShareB6
Stockholders' Equity and Share-Based Compensation - Additional Information 3 (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Jul. 31, 2013 | Sep. 27, 2014 | Jul. 31, 2013 | Jul. 31, 2013 |
Employees | Warrants | Warrants | Warrants Exercise Price One | Warrants Exercise Price Two | Stock Option Exchange Program | Stock Option Exchange Program | Stock Option Exchange Program | Stock Option Exchange Program | ||
Warrants | Warrants | Stock Options Vest One Year | Vest After One Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of shares issued under exchange program | ' | $2.06 | ' | ' | ' | ' | $4 | ' | ' | ' |
Option exchange ratio | ' | ' | ' | ' | ' | ' | 3.5 | ' | ' | ' |
Shares issued under exchange program | ' | ' | ' | ' | ' | ' | 3,733,000 | ' | ' | ' |
Stock option exercise price, minimum | ' | ' | ' | ' | ' | ' | $4.01 | ' | ' | ' |
Stock option exercise price, maximum | ' | ' | ' | ' | ' | ' | $11.68 | ' | ' | ' |
Option grant 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 contractual term | ' | '4 years 9 months 14 days | ' | ' | ' | ' | '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 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options unvested exercise price | $0.99 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental fair value on the date of exchange | $422 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period of the new options | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common stock warrants | ' | ' | ' | 50 | ' | ' | ' | ' | ' | ' |
Common stock warrants issued during period | ' | ' | ' | ' | 30 | 20 | ' | ' | ' | ' |
Warrant exercise price for warrants issued during period | ' | ' | ' | ' | 2.14 | 8.32 | ' | ' | ' | ' |
Expiration of warrant, date | ' | ' | ' | ' | 5-May-16 | 27-Apr-17 | ' | ' | ' | ' |
Warrants exercised during period | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of outstanding and exercisable warrants | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_and_ShareB7
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. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 4 months 13 days | ' | ' | ' |
Risk-free interest rate | 1.70% | ' | ' | ' |
Expected volatility | 62.00% | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 2 months 15 days | '5 years 3 months 18 days | '5 years 2 months 15 days |
Risk-free interest rate | ' | 1.40% | 1.50% | 1.00% |
Expected volatility | ' | 67.00% | 62.00% | 67.00% |
Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 8 months 24 days | '5 years 4 months 13 days | '5 years 8 months 24 days |
Risk-free interest rate | ' | 1.80% | 1.80% | 1.80% |
Expected volatility | ' | 73.00% | 68.00% | 73.00% |
Surrendered Stock Options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected dividend yield | ' | ' | 0.00% | ' |
Surrendered Stock Options | Minimum | ' | ' | ' | ' |
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 | Maximum | ' | ' | ' | ' |
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 | ' | ' | ' | ' |
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_ShareB8
Stockholders' Equity and Share-Based Compensation - Summary of Assumptions Used for Fair Value of Options (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | '5 years 4 months 13 days | ' | ' | ' |
Risk-free interest rate | 1.70% | ' | ' | ' |
Expected volatility | 62.00% | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 2 months 15 days | '5 years 3 months 18 days | '5 years 2 months 15 days |
Risk-free interest rate | ' | 1.40% | 1.50% | 1.00% |
Expected volatility | ' | 67.00% | 62.00% | 67.00% |
Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected life | ' | '5 years 8 months 24 days | '5 years 4 months 13 days | '5 years 8 months 24 days |
Risk-free interest rate | ' | 1.80% | 1.80% | 1.80% |
Expected volatility | ' | 73.00% | 68.00% | 73.00% |
Stockholders_Equity_and_ShareB9
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. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $687 | $315 | $1,691 | $1,065 |
Marketing expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 157 | 77 | 374 | 230 |
General and administrative expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 424 | 191 | 1,051 | 693 |
Fulfillment expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | 72 | 25 | 170 | 81 |
Technology expense | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Share-based compensation expense | $34 | $22 | $96 | $61 |
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 | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net loss | ($2,494) | ($1,399) | ($4,473) | ($14,309) |
Dividends on Series A Convertible Preferred Stock | 61 | 60 | 180 | 124 |
Net loss available to common shares | ($2,555) | ($1,459) | ($4,653) | ($14,433) |
Weighted-average common shares outstanding (basic) (in shares) | 33,532 | 33,218 | 33,459 | 32,493 |
Common equivalent shares from common stock options and warrants (in shares) | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding (diluted) (in shares) | 33,532 | 33,218 | 33,459 | 32,493 |
Basic and diluted net loss per share (in dollars per share) | ($0.08) | ($0.04) | ($0.14) | ($0.44) |
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. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 10,709 | 10,819 | 10,641 | 9,239 |
Warrants | ' | ' | ' | ' |
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 |
Series A Convertible Preferred Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 4,150 | 4,150 | 4,150 | 2,110 |
Restricted stock units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 815 | 0 | 760 | 0 |
Stock Option | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded from calculation of diluted earnings per share | 5,694 | 6,619 | 5,681 | 7,079 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
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 | -0.60% | -0.10% | -1.60% | -0.60% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Other Commitments [Line Items] | ' | ' | ' | ' |
Initial lease term | ' | ' | '5 years | ' |
Facility rent expense | $457 | $496 | $1,532 | $1,670 |
Amounts charged from a related party | $97 | $94 | $428 | $281 |
Carson, California | ' | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' | ' |
Lease expiration date | ' | ' | 29-Jul-14 | ' |
Virginia | ' | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' | ' |
Additional lease renewal term | ' | ' | '36 months | ' |
Lease expiration date | ' | ' | 30-Jun-16 | ' |
Philippines | ' | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' | ' |
Initial lease term | ' | ' | '63 months | ' |
Additional lease renewal term | ' | ' | '60 months | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments under Non-Cancellable Operating Leases (Detail) (USD $) | Sep. 27, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
2014 | $378 |
2015 | 1,273 |
2016 | 785 |
Total | $2,436 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Summary of Capital Lease Commitments (Detail) (USD $) | Sep. 27, 2014 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
Capital Lease Commitments, 2014 | $252 |
Capital Lease Commitments, 2015 | 1,010 |
Capital Lease Commitments, 2016 | 968 |
Capital Lease Commitments, 2017 | 909 |
Capital Lease Commitments, 2018 | 915 |
Capital Lease Commitments, 2019 onwards | 14,717 |
Total minimum payments required | 18,771 |
Less amount representing interest | -9,170 |
Present value of net minimum lease payments | $9,601 |
Restructuring_Costs_Additional
Restructuring Costs - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 |
Employees | Employees | Employees | |||
warehouse | |||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of employees head count | ' | ' | 77 | ' | ' |
Severance liability included in accrued expenses | ' | ' | $6,902 | ' | $5,959 |
Number of remaining warehouses | ' | ' | 2 | ' | ' |
Inventory charge | ' | ' | 130 | ' | ' |
Reduction in sale price | ' | ' | 348 | ' | ' |
Cost of sales charge | ' | ' | 478 | ' | ' |
Reduction of workforce | 15 | 176 | ' | ' | ' |
Severance charges | ' | ' | ' | 723 | ' |
Marketing expense | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | 394 | ' |
General and administrative expense | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | 109 | ' |
Fulfillment expense | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | 58 | ' |
Technology expense | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance charges | ' | ' | ' | 162 | ' |
United States | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of workforce | ' | 13 | ' | ' | ' |
Philippines | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Reduction of workforce | ' | 163 | ' | ' | ' |
Severance Liability | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' |
Severance liability included in accrued expenses | ' | ' | $260 | ' | ' |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 27, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Restructuring_Costs_Summary_of
Restructuring Costs - Summary of Charges Related to Restructure (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 27, 2014 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring costs | $410 | $1,035 |
Employee severance | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring costs | 0 | 552 |
Accounts receivable allowance | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring costs | 0 | 73 |
Relocation costs (employee and equipment) | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring costs | 127 | 127 |
Inventory transfers | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring costs | $283 | $283 |
Segment_Information_Summarized
Segment Information - Summarized Segment Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 28, 2013 | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | $67,965 | $61,724 | $212,940 | $195,018 | ' | ||||
Gross profit | 18,414 | 17,907 | 59,535 | 56,658 | ' | ||||
Operating costs | 20,630 | [1] | 19,153 | [1] | 63,195 | [1] | 70,388 | [1] | ' |
Loss from operations | -2,216 | -1,246 | -3,660 | -13,730 | ' | ||||
Total assets, net of accumulated depreciation | 73,684 | ' | 73,684 | ' | 69,182 | ||||
Base USAP | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 67,885 | 61,655 | 212,717 | 194,756 | ' | ||||
Gross profit | 18,334 | 17,838 | 59,312 | 56,396 | ' | ||||
Operating costs | 20,016 | [1] | 18,647 | [1] | 61,396 | [1] | 68,651 | [1] | ' |
Loss from operations | -1,682 | -809 | -2,084 | -12,255 | ' | ||||
Total assets, net of accumulated depreciation | 71,856 | ' | 71,856 | ' | 67,039 | ||||
AutoMD | ' | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ||||
Net sales | 80 | 69 | 223 | 262 | ' | ||||
Gross profit | 80 | 69 | 223 | 262 | ' | ||||
Operating costs | 614 | [1] | 506 | [1] | 1,799 | [1] | 1,737 | [1] | ' |
Loss from operations | -534 | -437 | -1,576 | -1,475 | ' | ||||
Total assets, net of accumulated depreciation | $1,828 | ' | $1,828 | ' | $2,143 | ||||
[1] | Operating costs for AutoMD primarily consist of depreciation on fixed assets. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 0 Months Ended | ||||||||
Oct. 08, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Aug. 31, 2013 | Apr. 30, 2012 | Oct. 08, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | Oct. 08, 2014 | |
AutoMD | AutoMD | Third-party investors | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term One | Term Two | Term Two | Term Three | |
Subsequent Event | Subsequent Event | AutoMD | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |
Subsequent Event | Subsequent Event | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | Jp Morgan Chase Bank | |||||
investor | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued per agreement | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of sale of stock | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of third-party investors subject to purchase agreement | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' |
Percentage ownership after sale of shares | 64.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued per additional purchase agreement subject to contingency | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of sale of stock per additional purchase agreement subject to contingency | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' |
Period of contingency subject to additional purchase agreement | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility limit | ' | ' | ' | $20,000,000 | $40,000,000 | $25,000,000 | ' | ' | ' | ' |
Minimum excess availability | ' | ' | ' | ' | ' | ' | $4,000,000 | ' | $4,000,000 | $6,000,000 |
Minimum fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' | 1.25 |
Line of Credit Facility, Covenant Terms, Period Required | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |