Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2019 | Mar. 05, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 28, 2019 | ||
Entity Registrant Name | U.S. AUTO PARTS NETWORK, INC. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Smaller Reporting Company | true | ||
Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 36,621,447 | ||
Entity Public Float | $ 28.3 | ||
Current Fiscal Year End Date | --12-28 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001378950 | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,273 | $ 2,031 |
Accounts receivable, net | 2,669 | 3,727 |
Inventory | 52,500 | 49,626 |
Other current assets | 4,931 | 3,401 |
Total current assets | 62,373 | 58,785 |
Deferred income taxes | 21,833 | |
Property and equipment, net | 9,650 | 15,184 |
Right-of-use - assets - operating leases, net | 4,544 | |
Right-of-use - assets - financing leases, net | 9,011 | |
Other non-current assets | 2,368 | 2,163 |
Total assets | 87,946 | 97,965 |
Current liabilities: | ||
Accounts payable | 44,433 | 34,039 |
Accrued expenses | 9,519 | 10,247 |
Current portion of capital leases payable | 594 | |
Customer deposits | 652 | 521 |
Notes payable, current | 729 | |
Right-of-use - obligation - operating, current | 1,368 | |
Right-of-use - obligation - finance, current | 640 | |
Other current liabilities | 2,605 | 2,918 |
Total current liabilities | 59,946 | 48,319 |
Capital leases payable, net of current | 0 | 8,559 |
Notes payable, non-current | 1,060 | |
Right-of-use - obligation - operating, non-current | 3,419 | |
Right-of-use - obligation - finance, non-current | 8,627 | |
Other non-current liabilities | 2,514 | 2,265 |
Total liabilities | 75,566 | 59,143 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.001 par value; $1.45 per share liquidation value or aggregate of $6,017; 4,150 shares authorized; 2,771 shares issued and outstanding at both December 28, 2019 and December 29, 2018 | 3 | 3 |
Common stock, $0.001 par value; 100,000 shares authorized; 36,167 and 34,992 shares issued and outstanding at December 28, 2019 and December 29, 2018 (of which 2,525 are treasury stock) | 38 | 38 |
Treasury stock | (7,146) | (7,146) |
Additional paid-in capital | 187,147 | 183,139 |
Accumulated other comprehensive income | 214 | 579 |
Accumulated deficit | (167,876) | (137,791) |
Total stockholders’ equity | 12,380 | 38,822 |
Total liabilities and stockholders’ equity | $ 87,946 | $ 97,965 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 36,167,000 | 34,992,000 |
Common stock, shares outstanding (in shares) | 36,167,000 | 34,992,000 |
Treasury stock (in shares) | 2,525,000 | 2,525,000 |
Series A Convertible Preferred Stock | ||
Series A convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Share liquidation value (in usd per share) | $ 1.45 | $ 1.45 |
Share aggregate value | $ 6,017 | $ 6,017 |
Series A convertible preferred stock, shares authorized (in shares) | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, shares issued (in shares) | 2,771,000 | 2,771,000 |
Series A convertible preferred stock, shares outstanding (in shares) | 2,771,000 | 2,771,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2019 | Dec. 29, 2018 | ||
Income Statement [Abstract] | |||
Net sales | $ 280,657 | $ 289,467 | |
Cost of sales (1) | [1] | 196,434 | 210,746 |
Gross profit | 84,223 | 78,721 | |
Operating expenses: | |||
Marketing | 44,341 | 38,081 | |
General and administrative | 17,744 | 19,964 | |
Fulfillment | 24,946 | 21,310 | |
Technology | 5,342 | 4,188 | |
Amortization of intangible assets | 100 | 185 | |
Total operating expenses | 92,473 | 83,728 | |
Loss from operations | (8,250) | (5,007) | |
Other income (expense): | |||
Other, net | 36 | 1,387 | |
Interest expense | (1,897) | (1,598) | |
Total other expense, net | (1,861) | (211) | |
Loss before income taxes | (10,111) | (5,218) | |
Income tax (benefit) provision | 21,437 | (329) | |
Net loss | (31,548) | (4,889) | |
Other comprehensive income: | |||
Foreign currency translation adjustments | (52) | 22 | |
Actuarial loss on defined benefit plan | (313) | ||
Total other comprehensive income | (365) | 22 | |
Comprehensive loss | $ (31,913) | $ (4,867) | |
Loss per share: | |||
Basic and diluted net loss per share | $ (0.89) | $ (0.14) | |
Weighted average common shares outstanding: | |||
Shares used in computation of basic and diluted net loss per share | 35,720,000 | 34,941,000 | |
[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”. |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in- Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Effect of new accounting adoption | $ 255 | $ 255 | ||||||
Balance as currently stated at, December 29, 2018 , December 29, 2019 | $ 3 | $ 37 | $ 179,906 | $ (7,146) | $ 557 | (132,741) | 40,616 | |
Beginning balance (in shares) at Dec. 30, 2017 | 2,771 | 34,666 | ||||||
Beginning balance at Dec. 30, 2017 | $ 3 | $ 37 | 179,906 | (7,146) | 557 | (132,996) | 40,361 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance as currently stated at, December 29, 2018 ,December 29, 2019 and (in shares) | 2,771 | 34,992 | ||||||
Net loss | (4,889) | (4,889) | $ (4,889) | |||||
Issuance of shares in connection with stock option exercises (in shares) | 6 | 6 | ||||||
Issuance of shares in connection with stock option exercise | 6 | 6 | ||||||
Issuance of shares in connection with restricted stock units vesting (in shares) | 479 | |||||||
Issuance of shares in connection with restricted stock units vesting | $ 1 | 1 | ||||||
Minimum tax withholding on RSU's (in shares) | (166) | |||||||
Minimum tax withholding on RSU's | (430) | (430) | ||||||
Issuance of shares in connection with BOD Fees (in shares) | 7 | |||||||
Issuance of shares in connection with BOD Fees | 14 | 14 | ||||||
Share-based compensation | 3,643 | 3,643 | ||||||
Cash dividends on preferred stock | (161) | (161) | ||||||
Treasury stock (in shares) | 0 | |||||||
Effect of changes in foreign currencies | 22 | 22 | ||||||
Ending balance (in shares) at Dec. 29, 2018 | 2,771 | 34,992 | ||||||
Ending balance at Dec. 29, 2018 | $ 3 | $ 38 | 183,139 | (7,146) | 579 | (137,791) | 38,822 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Effect of new accounting adoption | 1,623 | 1,623 | ||||||
Balance as currently stated at, December 29, 2018 , December 29, 2019 | $ 3 | $ 38 | 183,139 | (7,146) | 579 | (136,168) | 40,445 | |
Net loss | (31,548) | (31,548) | $ (31,548) | |||||
Issuance of shares in connection with stock option exercises (in shares) | 305 | 304 | ||||||
Issuance of shares in connection with stock option exercise | 460 | 460 | ||||||
Issuance of shares in connection with restricted stock units vesting (in shares) | 795 | |||||||
Issuance of shares in connection with restricted stock units vesting | (302) | (302) | ||||||
Issuance of shares in connection with BOD Fees (in shares) | 16 | |||||||
Issuance of shares in connection with BOD Fees | 19 | 19 | ||||||
Share-based compensation | 3,710 | 3,710 | ||||||
Dividend on preferred stock | (160) | (39) | ||||||
Dividend on preferred stock | 121 | |||||||
Treasury stock (in shares) | 0 | |||||||
Actuarial loss on defined benefit plan | (313) | (313) | ||||||
Dividend on preferred stock (in shares) | 59 | |||||||
Effect of changes in foreign currencies | (52) | (52) | ||||||
Ending balance (in shares) at Dec. 28, 2019 | 2,771 | 36,167 | ||||||
Ending balance at Dec. 28, 2019 | $ 3 | $ 38 | $ 187,147 | $ (7,146) | $ 214 | $ (167,876) | $ 12,380 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Operating activities | ||
Net loss | $ (31,548) | $ (4,889) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 6,252 | 5,802 |
Amortization of intangible assets | 100 | 185 |
Deferred income taxes | 21,287 | (446) |
Share-based compensation expense | 3,656 | 3,595 |
Stock awards issued for non-employee director service | 19 | 14 |
Amortization of deferred financing costs | 1 | 4 |
Loss from disposition of assets | 1 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,058 | (1,257) |
Inventory | (2,874) | 4,605 |
Other current assets | (1,527) | (1,326) |
Other non-current assets | 166 | 150 |
Accounts payable and accrued expenses | 9,953 | 742 |
Other current liabilities | (99) | (1,135) |
Right-of-Use Obligation - Operating Leases - Current | 1,364 | |
Right-of-Use Obligation - Operating Leases - Long-term | (1,121) | |
Other non-current liabilities | 190 | 136 |
Net cash provided by operating activities | 6,877 | 6,181 |
Investing activities | ||
Additions to property and equipment | (6,160) | (5,689) |
Proceeds from sale of property and equipment | 0 | 1 |
Net cash used in investing activities | (6,160) | (5,688) |
Financing activities | ||
Borrowings from revolving loan payable | 14,626 | 3,316 |
Payments made on revolving loan payable | (14,626) | (3,316) |
Proceeds from notes payable | 257 | |
Payment of notes payable | (130) | |
Payments on capital leases | (670) | (598) |
Statutory tax withholding payment for share-based compensation | (302) | (430) |
Proceeds from exercise of stock options | 460 | 6 |
Payment of liabilities related to financing activities | (100) | |
Preferred stock dividends paid | (80) | (161) |
Net cash used in financing activities | (465) | (1,283) |
Effect of exchange rate changes on cash | (10) | (29) |
Net change in cash and cash equivalents | 242 | (819) |
Cash and cash equivalents, beginning of period | 2,031 | 2,850 |
Cash and cash equivalents, end of period | 2,273 | 2,031 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Right-of-use operating asset acquired | 1,098 | |
Right-of-use financed asset acquired | 947 | |
Accrued asset purchases | 720 | 1,008 |
Fixed asset purchased through note payable | 1,919 | |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income taxes | 95 | 81 |
Cash paid during the period for interest | $ 1,896 | $ 1,606 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Nature of Operations | 12 Months Ended |
Dec. 28, 2019 | |
Summary of Significant Accounting Policies and Nature of Operations | |
Summary of Significant Accounting Policies and Nature of Operations | Note 1 – Summary of Significant Accounting Policies and Nature of Operations U.S. Auto Parts Network, Inc. (including its subsidiaries) is a leading online provider of aftermarket auto parts and accessories and was established in 1995. The Company entered the e-commerce sector by launching its first website in 2000 and currently derives the majority of its revenues from online sales channels. The Company sells its products to individual consumers through a network of websites and online marketplaces and offline to wholesale distributors. Our flagship websites are located at www.carparts.com, www.jcwhitney.com, www.autopartswarehouse. com and our corporate website is located at www.usautoparts.com .References to the “Company,” “we,” “us,” or “our” refer to U.S. Auto Parts Network, Inc. and its consolidated subsidiaries. The Company’s products consist of collision parts serving the body repair market, engine parts to serve the replacement parts market, and performance parts and accessories. The collision parts category is primarily comprised of body parts for the exterior of an automobile. Our parts in this category are typically replacement parts for original body parts that have been damaged as a result of a collision or through general wear and tear. The majority of these products are sold through our websites. In addition, we sell an extensive line of mirror products, including our own private-label brand called Kool-Vue ® , which are marketed and sold as aftermarket replacement parts and as upgrades to existing parts. The engine parts category is comprised of engine components and other mechanical and electrical parts including our private label brand of catalytic converters called Evan Fischer ® . These parts serve as replacement parts for existing engine parts and are generally used by professionals and do-it-yourselfers for engine and mechanical maintenance and repair. We 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 both the United States and the Philippines. Fiscal Year The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended December 28, 2019 (fiscal year 2019) and December 29, 2018 (fiscal year 2018) are both 52 week periods. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. Basis of Presentation In fiscal year 2019, the Company incurred a net loss of $31,548, compared to net loss of $4,889 in fiscal year 2018. $2 3,015 of the net loss for fiscal 2019 was related to a valuation allowance recorded on the Company’s deferred tax assets. Based on our current operating plan, we believe that our existing cash, cash equivalents, short-term 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 the Company’s operating results not meet expectations in 2020, 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 assets or seek additional equity or additional debt financing in the future. There can be no assurance that we would be able to raise such additional financing or engage in such additional asset sales on acceptable terms, or at all. If revenues were to decline and we incur net losses because our strategies to return to consistent profitability are not successful or otherwise, and if we are not able to raise adequate additional financing or proceeds from asset sales to continue to fund our ongoing operations, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations. 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, the valuation of short-term investments, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible 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. Actual results could differ from these estimates. 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 2 – Fair Value Measurements ” for additional fair value information. If the Company’s revolving loan payable (see “Note 4 – Borrowings” ) had been measured at fair value, it would be categorized in Level 2 of the fair value hierarchy, as the estimated value would be based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same or similar terms. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term maturities. Short-term investments are carried at fair value. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. 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. Inventory Inventories consist of finished goods available-for-sale and are stated at the lower of cost or net realizable 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 Asia-Pacific based suppliers of private label products and U.S.–based suppliers who are primarily 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 net realizable value, adjusted for slow moving, obsolete or scrap product. Inventory at December 28, 2019 and December 29, 2018 included items in-transit to our warehouses, in the amount of $ 14,502 and $9,701, respectively. Website and Software Development Costs The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350‑50 - Intangibles – Goodwill and Other – Website Development Costs and ASC 350‑40 Intangibles – Goodwill and Other – Internal-Use Software , when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. The Company capitalized website and software development costs of $ 4,907 and $3,883 during fiscal year 2019 and 2018, respectively. At December 28, 2019 and December 29, 2018, our internally developed website and software costs amounted to $ 24,142 and $1 9,234 , respectively, and the related accumulated amortization and impairment amounted to $20,7 40 and $16,425, respectively. 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. At December 28, 2019 the Company’s long-lived assets did not indicate a potential impairment under the provisions of ASC 360, therefore no impairment charges were recorded for fiscal 2019. Deferred Financing Costs Deferred financing costs are being amortized over the life of the loan using the straight-line method as it is not significantly different from the effective interest method. Revenue Recognition The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized when it is shipped to the customer. 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. For each of the fiscal years ended 2019, and 2018, the advertising revenue represented less than 1% of our total revenue. The Company evaluates the criteria of ASC 606 - 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 primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, 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. Credits for returned products amounted to $18, 436 and $19,691 for fiscal year 2019, and 2018, respectively. No customer accounted for more than 10% of the Company’s net sales. The following table provides an analysis of the allowance for sales returns and the allowance for doubtful accounts (in thousands): Charged to Balance at Revenue, Balance at Beginning Cost or End of of Period Expenses Deductions Period Fifty-Two Weeks Ended December 28, 2019 Allowance for sales returns $ 1,297 $ 18,436 $ (18,539) $ 1,194 Allowance for doubtful accounts 21 28 (43) 6 Fifty-Two Weeks Ended December 29, 2018 Allowance for sales returns $ 861 $ 19,691 $ (19,255) $ 1,297 Allowance for doubtful accounts 1 66 (46) 21 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. Total freight and shipping expense included in cost of sales for fiscal year 2019 and 2018 was $4 7,140 , and $43,674, respectively. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses. 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. Historically, the Company’s vendors have been 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 sold. 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 fiscal year 2019 and 2018, the activity in the aggregate warranty liabilities was as follows (in thousands): December 28, 2019 December 29, 2018 Warranty liabilities, beginning of period $ 1,420 $ 1,410 Additions to warranty liabilities 690 597 Reductions to warranty liabilities (698) (587) Warranty liabilities, end of period $ 1,412 $ 1,420 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 fiscal year 2019 and 2018, the Company recognized advertising costs of $25, 691 and $20,942, 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 depreciation and amortization expense, and 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 depreciation and amortization expense, and 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 issued to employees are recognized as share-based compensation expense in the financial statements based on their respective grant date fair values, and are recognized within the statement of comprehensive income or loss as marketing, general and administrative, fulfillment or technology expense, based on employee departmental classifications. Under this standard, 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, 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. 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. 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. Forfeitures are accounted for as they occur. 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 to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of December 28, 2019, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. Taxes Collected from Customers and Remitted to Governmental Authorities We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605‑45‑50‑3 - Taxes Collected from Customers and Remitted to Governmental Authorities. Leases On January 1, 2019, the Company adopted ASC 842 – Leases (“ASC 842”), which requires lessees to record right-of-use assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. The Company adopted the standard by applying the modified retrospective method without the restatement of comparative periods. Adoption of the standard resulted in the recognition of $1,623 to the opening balance of retained earnings as of the adoption date and the recognition of ROU assets and related lease obligations as of January 1, 2019. The standard did not have a significant impact on the Company's operating results or cash flows. The Company elected the package of practical expedients, which permits a lessee to not reassess under the new standard its prior conclusions regarding lease identification, lease classification and initial direct costs. The Company did not elect the practical expedient which permits the use of hindsight when determining the lease term and assessing right-of-use assets for impairment. As permitted by the transition guidance, the Company used the remaining lease term as of the date of adoption of the standard to estimate discount rates. As permitted by the standard, the Company elected, for all asset classes, the short-term lease exemption. A short-term lease is a lease that, at the commencement date, has a term of twelve months or less and does not include an option to purchase the underlying asset. The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company's leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation should be the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. 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 (“ASC 220”). 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, of actuarial gains and losses on the Company’s defined benefit plan in the Philippines. The Company presents the components of net income or loss and other comprehensive income or loss in its consolidated statements of comprehensive operations. Recent Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40)” (“ASU 2018-15”). The objective of this update is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and other subsequent amendments including ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , collectively referred to as (“ASC 326”), which provides a new impairment model that require measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable, contract assets, available for sale securities and certain financial guarantees. The new standard is effective for fiscal years beginning after December 15, 2019. The Company does not expect the adoption to have a significant impact on its consolidated financial statements and related disclosures. In February 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the effect that ASU 2019-12 will have on the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 28, 2019 | |
Fair Value Disclosures | |
Fair Value Measurements | Note 2 – Fair Value Measurements Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Provisions of ASC 820 establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1 – Observable inputs such as quoted prices in active markets; Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 – Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. We measure our financial assets and liabilities at fair value on a recurring basis using the following valuation techniques: (a) Market Approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. (b) Income Approach – uses valuation techniques to convert future estimated cash flows to a single present amount based on current market expectations about those future amounts, using present value techniques. Financial Assets Valued on a Recurring Basis As of December 28, 2019 and December 29, 2018, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the Company’s cash and cash equivalents which consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase. The Company determines fair value of these assets through quoted market prices and as such they are considered Level 1 assets. Level 1 cash and cash equivalents were valued at $2,273 and $2,031 as of December 28, 2019 and December 29, 2018, respectively. During fiscal year 2019 and 2018 there were no transfers into or out of Level 1 and Level 2 assets. Non-Financial Assets Valued on a Non-Recurring Basis The Company’s long-lived assets, including intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. As of December 28, 2019 the Company determined long-lived assets, including intangible assets, were not impaired, as such, they were not measured at fair value. 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. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3 – 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 fiscal year 2019 and 2018 was $ 6,252 and $5,802, respectively, which included amortization expense of $ 8 and $475 in 2019 and 2018, respectively, for capital leased assets. 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. Repairs and maintenance are expensed as incurred. Property and equipment consisted of the following at December 28, 2019 and December 29, 2018: December 28, 2019 December 29, 2018 Land $ — $ 630 Building — 8,877 Machinery and equipment 12,766 12,683 Computer software (purchased and developed) and equipment 28,437 23,596 Vehicles 95 121 Leasehold improvements 1,161 996 Furniture and fixtures 744 723 Construction in process 3,091 3,211 46,294 50,837 Less accumulated depreciation and amortization (36,644) (35,653) Property and equipment, net $ 9,650 $ 15,184 On April 17, 2013, the Company’s wholly-owned subsidiary, Whitney Automotive Group, Inc. (“WAG”) entered into a sales leaseback for its facility in LaSalle, Illinois, receiving $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. Simultaneously with the execution of the purchase and sale agreement and the closing of the sale of the property, the Company entered into a lease agreement with STORE Master Funding III, LLC (“STORE”) whereby we leased back the property for our continued use as an office, retail and warehouse facility for storage, sale and distribution of automotive parts, accessories and related items for 20 years, terminating on April 30, 2033. The related assets represent the amounts included in land and building in the summary above. The Company’s initial base annual rent is $853 for the first year (“Base Rent Amount”), after which the rental amount will increase annually on May 1 by the lesser of 1.5% or 1.25 times the change in the Consumer Price Index as published by the U.S. Department of Labor’s Bureau of Labor Statistics, except that in no event will the adjusted annual rental amount fall below the Base Rent Amount. We were not required to pay any security deposit. Under the terms of the lease, we are required to pay all taxes associated with the lease, pay for any required maintenance on the property, maintain certain levels of insurance and indemnify STORE for losses incurred that are related to our use or occupancy of the property. The lease was accounted for as a capital lease and the $376 excess of the net proceeds over the net carrying amount of the property is amortized in interest expense on a straight-line basis over the lease term of 20 years. Upon the adoption of ASC 842, this capital lease was revalued and included in Right-of-use-assets-financing leases, on the balance sheet. Any capital lease with less than twelve month remaining life as of the adoption of ASC 842 will continue to be treated as a capital lease. Accordingly, as of December 28, 2019, the gross carrying value, the accumulated depreciation and net carrying value of all capital leased assets included in property, plant and equipment were $100, $100 and $0, respectively. As of December 29, 2018, the gross carrying value, the accumulated depreciation and the net carrying value of all capital leased assets included in property and equipment were $11,306, $ 3,969 and $7,337, respectively. Construction in process primarily relates to the Company’s internally developed software. Certain of the Company’s net property and equipment were located in the Philippines as of December 28, 2019 and December 29, 2018, in the amount of $88 and $ 129 , respectively. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes, at rates based on the following estimated useful lives: Years Machinery and equipment 2 - 5 Computer software (purchased and developed) 2 - 3 Computer equipment 2 - 5 Vehicles 3 - 5 Leasehold improvements* 3 - 5 Furniture and fixtures 3 - 7 * Refer to “ Note 8 - Commitments and Contingencies ” for additional lease information. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 28, 2019 | |
Borrowings | |
Borrowings | Note 4 – Borrowings The Company maintains an asset-based revolving credit facility that provides for, among other things a revolving commitment in an aggregate principal amount of up to $30,000, which is subject to a borrowing base derived from certain receivables, inventory and property and equipment. At December 28, 2019, our outstanding revolving loan balance was $0. The customary events of default under the credit facility (discussed below) include certain subjective acceleration clauses, which management has determined the likelihood of such acceleration is more than remote, considering the recurring losses experienced by the Company, therefore a current classification of our revolving loan payable was required. On December 18, 2019, the Company and JPMorgan Chase Bank, N.A. (“JPMorgan”) entered into the Eleventh Amendment (the “Amendment”) 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, among other changes, the maturity date of the Credit Agreement was extended from April 26, 2020 to December 16, 2022, the net orderly liquidation value inventory advance rate was increased from 90% to 95% for a six-month period following the effective date of the Amendment, and the Company’s $5,000,000 basket for sales and dispositions of property in connection with Permitted Acquisitions (as defined in the Credit Agreement) was made available in full following the effective date of the Amendment. On January 17, 2020, the Company and JPMorgan entered into the Twelfth Amendment to Credit Agreement and Fifth Amendment to Pledge and Security Agreement (the “Twelfth Amendment”). Pursuant to the Twelfth Amendment, letters of credit will be made available to the Company, subject to certain customary restrictions and conditions, in an aggregate amount not to exceed $25,000, an increase from $20,000. As of December 28, 2019, our outstanding letters of credit balance was $17,638. Loans drawn under the credit facility bear interest at a per annum rate equal to either (a) LIBOR plus an applicable margin of 1.75%, or (b) a “an alternate prime base rate” subject to an increase or reduction by up to 0.25% per annum based on the Company’s fixed charge coverage ratio. At December 28, 2019, the Company’s LIBOR based interest rate was 3.56% (on $0 principal) and the Company’s prime based rate was 5.00% (on $0 principal). A commitment fee, based upon undrawn availability under the Credit Facility bearing interest at a rate of 0.25% per annum, is payable monthly. Under the terms of the terms of the agreement with JP Morgan, cash receipts are deposited into a lock-box, which are at the Company’s discretion unless the “cash dominion period” is in effect, during which cash receipts will be used to reduce amounts owing under the Credit Agreement. The cash dominion period is triggered in an event of default or if excess availability is less than the $3,600 for three consecutive business days, and will continue until, during the preceding 45 consecutive days, no event of default existed and excess availability has been greater than $3,600 at all times (with the trigger subject to adjustment based on the Company’s revolving commitment). The Company’s required excess availability related to the “Covenant Testing Trigger Period” (as defined under the Credit Agreement) under the revolving commitment under the Credit Agreement is less than $3,000 for the period commencing on any day that excess availability is less than $3,000 for three consecutive business days, and continuing until excess availability has been greater than or equal to $ 3,000 at all times for 45 consecutive days (with the trigger subject to adjustment based on the Company’s revolving commitment). As of December 28, 2019, our outstanding letters of credit balance was $17,638 of which $13, 011 was utilized and included in accounts payable in our consolidated balance sheet. 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. 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. The Credit Agreement requires us to obtain a prior written consent from JPMorgan when we determine to pay any dividends on or make any distribution with respect to our common stock. The credit facility matures on December 16, 2022. 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. Under the Twelfth Amendment, if JPMorgan determines that LIBOR is unavailable or that the syndicated loan market is using a different standard, it can at its discretion amend the loan agreement to utilize a different rate. The new rate may be the facility’s existing ABR rate or a new SOFR-based rate, and will incorporate a spread determined by market conditions and agreement between Chase and USAP. |
Stockholders' Equity and Share-
Stockholders' Equity and Share-Based Compensation | 12 Months Ended |
Dec. 28, 2019 | |
Stockholders' Equity and Share-Based Compensation | |
Stockholders' Equity and Share-Based Compensation | Note 5 – Stockholders’ Equity and Share-Based Compensation Treasury Stock In November of 2016, our Board of Directors approved a share repurchase program which authorized the Company to purchase up to $5,000 of its outstanding shares of common stock. That share repurchase program expired on March 4, 2017. In May of 2017 our Board of Directors approved another share repurchase program which authorized the Company to purchase up to $5,000 of its outstanding shares of common stock. That share repurchase program expired on May 16, 2018. The Company repurchased 2,525 shares of common stock at an average price of $2.83, for an aggregate purchase price of approximately $7,146, net of costs. No shares were repurchased during 2019 and 2018. Series A Convertible Preferred Stock On March 25, 2013, the Company authorized the issuance of 4,150 shares of Series A Preferred and entered into a Securities Purchase Agreement pursuant to which the Company agreed to sell up to an aggregate of 4,150 shares of our Series A Preferred, $0.001 par value per share at a purchase price per share of $1.45 for aggregate proceeds to the Company of approximately $6,017. On March 25, 2013, we sold 4,000 shares of Series A Preferred for aggregate proceeds of $5,800. On April 5, 2013, we sold the remaining 150 shares of Series A Preferred for aggregate proceeds of $217. The Company incurred issuance costs of $847 and used the net proceeds from the sale of the Series A Preferred to reduce its revolving loan payable. Each share of Series A Preferred is convertible into shares of our common stock at the initial conversion rate of one share of common stock for each share of Series A Preferred. The conversion will be adjusted for certain non-price based events, such as dividends and distributions on the common stock, stock splits, combinations, recapitalizations, reclassifications, mergers, or consolidations. If not previously converted by the holder, the Series A Preferred will automatically convert to common stock if the volume weighted average price for the common stock for any 30 consecutive trading days is equal to or exceeds $4.35 per share. In the event of any liquidation event, which includes changes of control of the Company and sales or other dispositions by the Company of more than 50% of its assets, the Series A Preferred is entitled to receive, prior and in preference to any distribution to the common stock, an amount per share equal to $1.45 per share of Series A Preferred, plus all then accrued but unpaid dividends on such Series A Preferred. Following this distribution, if assets or surplus funds remain, the holders of the common stock shall share ratably in all remaining assets of the Company, based on the number of shares of common stock then outstanding. Notwithstanding the foregoing, if, in connection with any liquidation event, a holder of Series A Preferred would receive an amount greater than $1.45 per share of Series A Preferred by converting such shares held by such holder into shares of common stock, then such holder shall be treated as though such holder had converted such shares of Series A Preferred into shares of common stock immediately prior to such liquidation event, whether or not such holder had elected to so convert. Dividends on the Series A Preferred are payable quarterly at a rate of $0.058 per share per annum in cash, in shares of common stock or in any combination of cash and common stock as determined by the Company’s Board of Directors. Certain conditions are required to be satisfied in order for the Company to pay dividends on the Series A Preferred in shares of common stock, including (i) the common stock being registered pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, as amended, (ii) the common stock being issued having been approved for listing on a trading market and (iii) the common stock being issued either being covered by an effective registration statement or being freely tradable without restriction under Rule 144 (subject to certain exceptions). The Series A Preferred shall each be entitled to one vote per share for each share of common stock issuable upon conversion thereof (excluding from any such calculation any dividends accrued on such shares) and shall vote together with the holders of common stock as a single class on any matter on which the holders of common stock are entitled to vote. In addition, the Company must obtain the consent of holders of at least a majority of the then outstanding Series A Preferred in connection with (a) any amendment, alteration or repeal of any provision of the certificate of incorporation or bylaws of the Company as to adversely affect the preferences, rights or voting power of the Series A Preferred, or (b) the creation, authorization or issuance of any additional Series A Preferred or any other class or series of capital stock of the Company ranking senior to or on parity with the Series A Preferred or any security convertible into, or exchangeable or exercisable for Series A Preferred or any other class or series of capital stock of the Company ranking senior to or on parity with the Series A Preferred. Concurrent with the Company’s issuance of Series A Preferred, the Company, certain of its domestic subsidiaries and JPMorgan entered into a Second Amended Credit Agreement to allow the Company to pay cash dividends on the Series A Preferred in an aggregate amount of up to $400 per year and pay cash in lieu of issuing fractional shares upon conversion of or in payment of dividends on the Series A Preferred (refer to “Note 4 – Borrowings” of our Notes to Consolidated Financial Statements for additional details). For the fiscal year ended December 29, 2018, the Company recorded dividends of $1 61 . The Company did not issue any shares of common stock in payment of the fiscal 2018 dividends. There were $41 dividends accrued as of December 29, 2018. For the fiscal year ended December 28, 2019, the Company recorded dividends of $16 0 . The Company issued 59 shares of common stock in payment of the fiscal 2019 dividends. There were $41 dividends accrued as of December 28, 2019. As of December 28, 2019, 2,771 shares of Series A Preferred shares were outstanding. Share-Based Compensation Plan Information The Company adopted the 2016 Equity Incentive Plan ("2016 Equity Plan") on March 9, 2016, which became effective on May 31, 2016, following stockholder approval. Subject to adjustment for certain changes in the Company’s capitalization, the aggregate number of shares of the Company’s common stock that may be issued under the 2016 Equity Plan will not exceed the sum of (i) two million five hundred thousand (2,500) new shares, (ii) the number of unallocated shares remaining available for the grant of new awards under the Company’s prior equity plans described below (the “Prior Equity Plans”) as of the effective date of the 2016 Plan (which was equal to 3,894 shares as of May 31, 2016) and (iii) any shares subject to a stock award under the Prior Equity Plans that are not issued because such stock award expires or otherwise terminates without all of the shares covered by such stock award having been issued, that are not issued because such stock award is settled in cash, that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or that are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award. In addition, the share reserve will automatically increase on January 1st of each year, for a period of nine years, commencing on January 1, 2017 and ending on (and including) January 1, 2026, in an amount equal to one million five hundred thousand (1,500) shares per year; however the Board of Directors of the Company may act prior to January 1st of a given year to provide that there will be no January 1st increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of common stock than would otherwise occur pursuant the automatic increase. Options granted under the 2016 Equity Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must be equal to 100% of the fair market value on the date of grant. As of December 28, 2019, 5,291 shares were available for future grants under the 2016 Equity Plan. The following tables summarizes the Company’s stock option activity for the fiscal years ended, and details regarding the options outstanding and exercisable at December 28, 2019, and December 29, 2018: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (in years) Value (1) Options outstanding, December 29, 2018 6,097 $ 2.69 Granted 4,460 $ 1.19 Exercised (304) $ 1.51 Cancelled: Forfeited (1,613) $ 2.48 Expired (1,417) $ 3.08 Options outstanding, December 28, 2019 7,223 $ 2.76 6.57 $ 4,494 Vested and expected to vest at December 28, 2019 7,223 $ 1.78 6.57 $ 4,494 Options exercisable, December 28, 2019 3,080 $ 2.51 2.97 $ 747 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (in years) Value (1) Options outstanding, December 30, 2017 5,933 $ 2.91 Granted 1,174 $ 2.02 Exercised (6) $ 0.99 Cancelled: Forfeited (188) $ 3.10 Expired (816) $ 3.21 Options outstanding, December 29, 2018 6,097 $ 2.69 4.42 $ — Vested and expected to vest at December 29, 2018 6,097 $ 2.69 4.40 $ — Options exercisable, December 29, 2018 3,956 $ 2.77 3.90 $ — (1) These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock at the end of the respective fiscal year as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price. The weighted-average fair value of options granted during fiscal year 2019 and 2018 was $0. 63 and $1. 11 , 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 fiscal year 2019 2018, the total intrinsic value of the exercised options was $ 96 and $1, respectively. The Company had $ 2,379 of unrecognized share-based compensation expense related to stock options outstanding as of December 28, 2019, which expense is expected to be recognized over a weighted-average period of 2.93 years. Options exercised under all share-based compensation plans are granted net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. For those employees who do not receive shares net of the minimum statutory withholding requirements, the appropriate taxes are paid directly by the employee. During fiscal 201 9 and 2018 , we withheld 0 shares to satisfy $0 of employees’ tax obligations related to the net settlement of the stock options. Included in the total 2019 grants were 600 shares to a board member under a consulting agreement. Restricted Stock Units During 2019 and 2018 the Company granted an aggregate of 1, 867 and 1,212 RSUs, respectively, to certain employees of the Company. The restricted stock units ("RSUs") were granted under the 2016 Equity Incentive Plan and reduced the pool of equity instruments available under that plan. The vesting of each RSU is subject to the employee’s continued employment through applicable vesting dates. Some RSUs 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 the Company’s common stock. The closing price of the Company’s common stock on each grant date during 2019 ranged from $0.97 to $2.41. The closing price of the Company’s common stock on each grant during 2018 ranged from $1.54 to $2. 62 . Compensation expense is recognized on a straight-line basis over the requisite service period of one-to-three years. Compensation expense for performance-based RSUs (“PSUs”) 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. During 2019 there were 315 RSUs granted that were time-based and 1,552 granted that were performance-based. As of December 28, 2019, the performance criteria established to trigger vesting of PSUs was met, but still subject to certification by the Compensation Committee. During 2018 there were 510 RSUs granted that were time-based and 702 granted that were performance-based. As of December 29, 2018, none of the performance criteria established to trigger vesting of the PSU’s granted in 2018 was met. For the fiscal year ended December 28, 2019, we recorded compensation expense of $2, 753 related to RSU’s. As of December 28, 2019, there was unrecognized compensation expense of $ 483 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 0.26 years. Share-Based Compensation Expense The fair value of each option grant, excluding those options issued from the stock option exchange program as discussed above, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: Fiscal Year Ended December 28, 2019 December 29, 2018 Expected life 5.65 - 5.74 years 5.62 - 5.73 years Risk-free interest rate 1% - 3% 2% - 3% Expected volatility 54% - 58% 58% Expected dividend yield —% —% Share-based compensation from options and RSUs, is included in our consolidated statements of comprehensive operations, as follows: Fiscal Year Ended December 28, 2019 December 29, 2018 Marketing expense $ 551 $ 185 General and administrative expense 1,605 2,984 Fulfillment expense 1,250 284 Technology expense 250 142 Total share-based compensation expense $ 3,656 $ 3,595 The share-based compensation expense is net of amounts capitalized to internally-developed software of $ 55 and $ 49 during the fiscal years 2019 2018, respectively. No tax benefit was recognized for fiscal years 2019 and 2018 due to the valuation allowance position. Under ASC 718, we recognize forfeitures as they occur. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 28, 2019 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | Note 6 – Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Fiscal Year Ended December 28, 2019 December 29, 2018 Net loss per share: Numerator: Net Loss $ (31,548) $ (4,889) Dividends on Series A Convertible Preferred Stock (161) (161) Net loss allocable to common shares $ (31,709) $ (5,050) Denominator: Weighted-average common shares outstanding (basic) 35,720 34,941 Common equivalent shares from common stock options, restricted stock, preferred stock and warrants — — Weighted-average common shares outstanding (diluted) 35,720 34,941 Basic and diluted net loss per share $ (0.89) $ (0.14) The 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 the Company’s stock price), are as follows (in thousands): Fiscal Year Ended December 28, 2019 December 29, 2018 Performance stock units 1 204 Restricted stock units 43 760 Series A Convertible Preferred Stock 2,771 2,771 Options to purchase common stock 6,532 6,123 Total 9,347 9,858 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 28, 2019 | |
Income Taxes | |
Income Taxes | Note 7 – Income Taxes The components of income (loss) from continuing operations before income tax provision consist of the following: Fiscal Year Ended December 28, 2019 December 29, 2018 Domestic operations $ (10,618) $ (5,697) Foreign operations 507 479 Total (loss) income before income taxes $ (10,111) $ (5,218) Income tax (benefit) provision for fiscal year 2019 and 2018 consists of the following: Fiscal Year Ended December 28, 2019 December 29, 2018 Current: State tax $ 6 $ 6 Foreign tax 144 111 Total current taxes 150 117 Deferred: Federal tax (1,311) (490) State tax (417) 537 Total deferred taxes (1,728) 47 Change in federal tax rate - deferred tax impact — Valuation allowance 23,015 (493) Income tax (benefit) provision $ 21,437 $ (329) Income tax (benefit) provision differs from the amount that would result from applying the federal statutory rate as follows: December 28, 2019 December 29, 2018 Income tax at U.S. federal statutory rate $ (2,123) $ (1,096) Tax attributes written off — 522 Share-based compensation 729 727 State income tax, net of federal tax effect (325) (66) Foreign tax 106 68 Other 35 9 Change in valuation allowance 23,015 (493) Effective tax (benefit) provision $ 21,437 $ (329) For fiscal years 2019 and 2018 the effective tax rate for the Company was (212.0)% and 6.3%, respectively. The Company’s effective tax rate for fiscal years 2019 differs from the U.S. federal rate primarily as a result of non-deductible share-based compensation, the write-off of expired state net operating loss carryforwards, and the change in the valuation allowance maintained against the Company’s deferred tax assets. Deferred tax assets and deferred tax liabilities consisted of the following: December 28, 2019 December 29, 2018 Deferred tax assets: Inventory and inventory related allowance $ 529 $ 639 Share-based compensation 1,836 2,119 Intangibles 1,577 2,415 Sales and bad debt allowances 712 718 Vacation accrual 200 202 Book over tax amortization on property and equipment — 193 Net operating loss 25,322 21,345 Other 1 86 Total deferred tax assets 30,177 27,717 Valuation Allowance (29,731) (5,816) Net deferred tax assets 446 21,901 Deferred tax liabilities: Tax over book depreciation 398 — Prepaid catalog expenses 48 68 Total deferred tax liabilities 446 68 Net deferred tax assets $ — $ 21,833 At December 28, 2019, federal and state net operating loss (“NOL”) carryforwards were $85, 830 and $79, 644 , respectively. Federal NOL carryforwards of $2,106 were acquired in the acquisition of WAG which are subject to Internal Revenue Code section 382 and limited to an annual usage limitation of $135. Federal NOL carryforwards begin to expire in 2029. The state NOL carryforwards expire in the respective tax years as follows: 2020 $ 539 2021 5,345 2022 975 2023 3,028 2024 2,358 Thereafter 67,399 $ 79,644 Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets based on the consideration of all available evidence using a “more likely than not” standard. Realization of deferred tax assets is dependent upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies, and reversal of existing taxable temporary differences. ASC 740 provides that forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years or losses expected in early future years. As of December 28, 2019 , in part because in the year then ended the Company reached three years of cumulative pre-tax loss in the U.S federal tax jurisdiction, management considered it appropriate to record additional valuation allowance of approximately $2 3,015 against our deferred tax assets. As of December 28, 2019 the Company maintained a valuation allowance in the amount of $29, 731 against deferred tax assets that were not more likely than not of being realized. We are subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2015‑2019 remain open to examination by the major taxing jurisdictions to which the Company is subject, except the Internal Revenue Service for which the tax years 2016‑2019 remain open. The Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. Included in accrued expenses are income taxes payable of $ 33 and $23 for the fiscal year 2019 and 2018 respectively, consisting primarily of current foreign taxes. Included in other non-current liabilities are income taxes payable of $ 662 and $6 14 for the fiscal year 2019 and 2018, respectively, relating to future foreign withholding taxes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 28, 2019 | |
Commitments and Contingencies Disclosure | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Facilities Leases The Company’s corporate headquarters is located in Carson, California. The Company’s corporate headquarters has a lease term through January 2020. The Company also leases warehouse space in LaSalle, Illinois, Chesapeake, Virginia and Las Vegas, Nevada. The Company’s Philippines subsidiary leases office space under an agreement through April 2020. The Company is moving its corporate office from Carson, California to Torrance, California; the move is expected to be completed by the end of March 2020. On April 25, 2019, the Company entered into a lease for its distribution center located in Las Vegas, Nevada. The Lease between the Company and Prologis Sunrise Industrial Park is for approximately 124,546 square feet. The initial sixty three-month term of the Lease commenced on July 1, 2019 and is set to expire in September of 2024. The Company is obligated to pay approximately $687 in annual base rent, which shall increase by approximately 3.0% each year. The Company is also obligated to pay certain operating expenses set forth in the Lease. On February 4, 2016, the Company entered into a lease for its distribution center located in Chesapeake, Virginia. The Lease between the Company and Liberty Property Limited Partnership is for approximately 159,294 square feet. The initial three-year term of the Lease commenced on July 1, 2016 and expired in June of 2019. The extended three-year term of the Lease commenced on July 1, 2019 and is set to expire in June of 2022. The Company is obligated to pay approximately $640 in annual base rent, which shall increase by approximately 2.5% each year. The Company is also obligated to pay certain operating expenses set forth in the Lease. Pursuant to the Lease, the Company has the option to extend the Lease for an additional three-year term, with certain increases in base rent. During 2019, the Company reduced the square footage rented from 159,294 square feet to approximately 116,000 square feet which reduced the annual base rent to $574. In February 2020, the Company’s Philippines subsidiary entered into a new lease agreement. The lease renewed for a ten year term upon mutual agreement of both parties during 2020 and expires in 2030. The company is obligated to pay approximately $500 in annual base rent which shall increase by 5% beginning on the second year of the lease term and by 4% beginning on the sixth year of the lease term. As described in detail under “Note 3 – Property and Equipment Net” , on April 17, 2013, the Company’s wholly-owned subsidiary, Whitney Automotive Group, Inc. (“WAG”) entered into a sales leaseback for its facility in LaSalle, Illinois, receiving $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. Simultaneously with the execution of the purchase and sale agreement and the closing of the sale of the property, the Company entered into a lease agreement with STORE Master Funding III, LLC (“STORE”) whereby we leased back the property for our continued use as an office, retail and warehouse facility for storage, sale and distribution of automotive parts, accessories and related items for 20 years, terminating on April 30, 2033. The Company’s initial base annual rent is $853 for the first year (“Base Rent Amount”), after which the rental amount will increase annually on May 1 by the lesser of 1.5% or 1.25 times the change in the Consumer Price Index as published by the U.S. Department of Labor’s Bureau of Labor Statistics, except that in no event will the adjusted annual rental amount fall below the Base Rent Amount. We were not required to pay any security deposit. Under the terms of the lease, we are required to pay all taxes associated with the lease, pay for any required maintenance on the property, maintain certain levels of insurance and indemnify STORE for losses incurred that are related to our use or occupancy of the property. The lease was accounted for as a capital lease and the $376 excess of the net proceeds over the net carrying amount of the property is amortized in interest expense on a straight-line basis over the lease term of 20 years. Upon the adoption of ASC 842, this capital lease was revalued and included in Right-of-use-assets-financing leases, on the balance sheet. Facility rent expense for fiscal year ended 2019 and 2018 was $ 2,275 , and $1,752, respectively. The Company’s facility rent expense did not include any amounts charged from a related party during fiscal years 2019 and 2018. Quantitative information regarding the Company’s leases as of December 28, 2019 is as follows (in thousands): Fiscal Year ended December 28, 2019 Components of lease cost Finance lease cost components Amortization of finance lease assets $ 1,007 Interest on finance lease liabilities 692 Total finance lease costs $ 1,699 Operating lease components Operating lease cost $ 1,409 Short-term lease cost — Total operating lease costs $ 1,409 Total lease cost $ 3,108 Supplemental cash flow information related to our operating leases is as follows for the period ended December 28, 2019: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 1,297 Operating cash outflow from financing leases 692 Financing cash outflow from financing leases 654 Weighted-average remaining lease term-finance leases (in years) 12.3 Weighted-average remaining lease term-operating leases (in years) 3.7 Weighted-average discount rate-finance leases 7.69 Weighted-average discount rate-operating leases 5.59 Minimum lease commitments under non-cancelable operating leases as of December 28, 2019 are as follows: Lease commitments as of December 28, 2019 were as follows: Finance Leases Operating Leases Total 2020 $ 1,334 $ 1,609 $ 2,943 2021 1,166 1,339 2,505 2022 1,175 1,045 2,220 2023 1,189 763 1,952 2024 1,121 586 1,707 Thereafter 8,767 — 8,767 Total minimum payments required 14,752 5,342 20,094 Less portion representing interest 5,485 555 6,040 Present value of lease obligations $ 9,267 $ 4,787 $ 14,054 Less current portion of lease obligations 640 1,368 2,008 Long-term portion of lease obligations $ 8,627 $ 3,419 $ 12,046 On August 8, 2019, the Company entered into a financing arrangement with a third-party financial institution related to the development of the Company’s third warehouse which is located in Las Vegas, Nevada. The financing arrangement matures in April 2022 and has an effective interest rate of approximately 7.70% per annum. The total borrowings under the financing arrangement shall not exceed $2,000. The arrangement also required a 25% deposit. The Company received proceeds of $257 from the note payable for the period ended December 28, 2019. A deposit of $470 was recorded as of December 28, 2019. At December 28, 2019, the total outstanding balance of the note payable was $1,790, of which $729 is recorded as current liability and $1,060 is recorded as non-current liability in the consolidated balance sheet. Total principal payments made towards the financing arrangement during 2021 and 2022 will be $792 and $268, respectively. 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. Customs Issues . On April 2, 2018, the Company filed a complaint against the United States of America, the United States Department of Homeland Security (“DHS”), in the United States Court of International Trade (the “Court”) (Case No. 1:18-cv-00068) seeking (i) relief from a single entry bonding requirement set by the United States Customs and Border Protection (“CBP”), at a level equivalent to three times the commercial invoice value of each shipment (the “Bonding Requirement”), (ii) a declaration that the Bonding Requirement is unlawful, (iii) an injunction prohibiting additional delayed entry for all of the Company’s currently-held goods being denied entry into the United States. The genesis for the action is CBP’s wrongful seizure of aftermarket vehicle grilles and associated parts being imported by the Company (“Repair Grilles”) on the basis that the Repair Grilles allegedly bear counterfeit trademarks of the original automobile manufacturers (i.e., original-equipment manufacturers, or “OEMs”). Generally, these trademarks, as applied against the Company, purport to cover the shape of the grilles themselves, or the OEM’s logo or name. However, the Repair Grilles are not counterfeit and do not cause a likelihood of confusion amongst purchasers or the relevant consuming public which are prerequisites for seizures under the pertinent provision of the Tariff Act being relied upon by CBP to seize the Repair Grilles. On May 25, 2018, the Court granted the Company’s motion for preliminary injunction and ordered, among other things, that the Defendants are restrained from enforcing the 3X Bonding Requirement. On July 24, 2019, the Company further reached confidential terms with CBP to settle these matters. As part of the settlement: (i) Customs will release to the Company certain inventory mistakenly seized, (ii) the Company and CBP enter into mutual releases, and (iii) without admitting liability, the Company will forfeit to CBP certain goods which CBP deems to be violative. All outstanding CBP enforcement issues are resolved, and the Company has no outstanding damage or duty claims from CBP. Ordinary course litigation . The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. As of the date hereof, the Company believes that the final disposition of such matters will not have a material adverse effect on the financial position, results of operations or cash flow of the Company. The Company maintains liability insurance coverage to protect the Company’s assets from losses arising out of or involving activities associated with ongoing and normal business operations. Related Party Matters The Company has entered into indemnification agreements with the Company’s directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. |
Employee Retirement Plan and De
Employee Retirement Plan and Deferred Compensation Plan | 12 Months Ended |
Dec. 28, 2019 | |
Employee Retirement Plan and Deferred Compensation Plan | |
Employee Retirement Plan and Deferred Compensation Plan | Note 9 – Employee Retirement Plan and Deferred Compensation Plan Effective February 17, 2006, the Company adopted a 401(k) defined contribution retirement plan covering all full time employees who have completed one month of service. The Company may, at its sole discretion, match fifty cents per dollar up to 6% of each participating employee’s salary. The Company’s contributions vest in annual installments over three years. Discretionary contributions made by the Company totaled $332 and $2 92 for fiscal year 2019 and 2018, respectively. In January 2010, the Company adopted the U.S. Auto Parts Network, Inc. Management Deferred Compensation Plan (the “Deferred Compensation Plan”), for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 90% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan, which is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, is informally funded by the Company through the purchase of mutual funds, held by a rabbi trust. The deferred compensation liabilities (consisting of employer contributions, employee deferrals and associated earnings and losses) are general unsecured obligations of the Company. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments. The Company may at its discretion contribute certain amounts to eligible employee accounts. In January 2010, the Company began to contribute 50% of the first 2% of participants’ eligible contributions into their Deferred Compensation Plan accounts. As of December 28, 2019, the assets and associated liabilities of the Deferred Compensation Plan were $ 671 and $ 674 , respectively, and were $ 533 and $6 62 , respectively, as of December 29, 2018 and are included in other non-current assets, other current liabilities and other non-current liabilities in our consolidated balance sheets. The interest dividend and realized/unrealized gain/loss for fiscal year 2019 and 2018 was immaterial. |
Quarterly Information (Unaudite
Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 28, 2019 | |
Quarterly Information (Unaudited) | |
Quarterly Information (Unaudited) | Note 10 – Quarterly Information (Unaudited) The following quarterly information (in thousands, except per share data) includes all adjustments which management considers necessary for a fair presentation of such information. For interim quarterly financial statements, the provision for income taxes is estimated using the best available information for projected results for the entire year. Quarter Ended March 30, June 29, Sept. 28, Dec. 28, Consolidated Statement of Income Data: Net sales $ 74,739 $ 73,687 $ 69,273 $ 62,958 Gross profit 20,129 21,763 21,143 21,188 Income (loss) from operations (3,446) (1,205) (1,458) (2,141) Income (loss) before income taxes (3,861) (1,643) (1,976) (2,631) Net income (loss) $ (3,581) $ (1,457) $ (1,424) $ (25,086) Basic income (loss) from continuing operations per share $ (0.10) $ (0.04) $ (0.04) $ (0.70) Diluted income (loss) from continuing operations per share $ (0.10) $ (0.04) $ (0.04) $ (0.70) Shares used in computation of basic income (loss) from continuing operations per share 35,365 35,632 35,856 36,013 Shares used in computation of diluted income (loss) from continuing operations per share 35,365 35,632 35,856 36,013 Quarter Ended March 31, 2018 June 30, 2018 Sept. 29, 2018 Dec. 29, 2018 Consolidated Statement of Income Data: Net sales $ 78,385 $ 76,973 $ 69,463 $ 64,646 Gross profit 23,459 21,485 19,045 16,566 Income (loss) from operations 1,609 487 (579) (4,689) Income (loss) before income taxes 1,177 59 459 (5,078) Net income (loss) $ 735 $ (485) $ 438 $ (4,480) Basic income (loss) from continuing operations per share $ 0.02 $ (0.02) $ 0.01 $ Diluted income (loss) from continuing operations per share $ 0.02 $ (0.02) $ 0.01 $ Shares used in computation of basic income (loss) from continuing operations per share 34,821 34,972 34,983 34,989 Shares used in computation of diluted income (loss) from continuing operations per share 38,066 34,972 35,201 34,989 |
Product Information
Product Information | 12 Months Ended |
Dec. 28, 2019 | |
Product Information | |
Product Information | Note 11 – Product Information As described in Note 1 above, the Company’s products consist of collision parts serving the body repair market, engine parts to serve the replacement parts market, and performance parts and accessories. The following table summarizes the approximate distribution of the Company’s revenue by product type. 2019 2018 Private Label Collision 62 % 57 % Engine 20 % 18 % Performance 1 % 1 % Branded Collision 1 % 1 % Engine 9 % 11 % Performance 7 % 12 % Total 100 % 100 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Nature of Operations (Policies) | 12 Months Ended |
Dec. 28, 2019 | |
Summary of Significant Accounting Policies and Nature of Operations | |
Fiscal Year | Fiscal Year The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. The fiscal years ended December 28, 2019 (fiscal year 2019) and December 29, 2018 (fiscal year 2018) are both 52 week periods. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Basis of Presentation | Basis of Presentation In fiscal year 2019, the Company incurred a net loss of $31,548, compared to net loss of $4,889 in fiscal year 2018. $2 3,015 of the net loss for fiscal 2019 was related to a valuation allowance recorded on the Company’s deferred tax assets. Based on our current operating plan, we believe that our existing cash, cash equivalents, short-term 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 the Company’s operating results not meet expectations in 2020, 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 assets or seek additional equity or additional debt financing in the future. There can be no assurance that we would be able to raise such additional financing or engage in such additional asset sales on acceptable terms, or at all. If revenues were to decline and we incur net losses because our strategies to return to consistent profitability are not successful or otherwise, and if we are not able to raise adequate additional financing or proceeds from asset sales to continue to fund our ongoing operations, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations. |
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, the valuation of short-term investments, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible 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. Actual results could differ from these estimates. |
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 2 – Fair Value Measurements ” for additional fair value information. If the Company’s revolving loan payable (see “Note 4 – Borrowings” ) had been measured at fair value, it would be categorized in Level 2 of the fair value hierarchy, as the estimated value would be based on the quoted market prices for the same or similar issues or on the current rates available to the Company for debt of the same or similar terms. The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term maturities. Short-term investments are carried at fair value. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. |
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. |
Inventory | Inventory Inventories consist of finished goods available-for-sale and are stated at the lower of cost or net realizable 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 Asia-Pacific based suppliers of private label products and U.S.–based suppliers who are primarily 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 net realizable value, adjusted for slow moving, obsolete or scrap product. Inventory at December 28, 2019 and December 29, 2018 included items in-transit to our warehouses, in the amount of $ 14,502 and $9,701, respectively. |
Website and Software Development Costs | Website and Software Development Costs The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350‑50 - Intangibles – Goodwill and Other – Website Development Costs and ASC 350‑40 Intangibles – Goodwill and Other – Internal-Use Software , when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. The Company capitalized website and software development costs of $ 4,907 and $3,883 during fiscal year 2019 and 2018, respectively. At December 28, 2019 and December 29, 2018, our internally developed website and software costs amounted to $ 24,142 and $1 9,234 , respectively, and the related accumulated amortization and impairment amounted to $20,7 40 and $16,425, respectively. |
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. At December 28, 2019 the Company’s long-lived assets did not indicate a potential impairment under the provisions of ASC 360, therefore no impairment charges were recorded for fiscal 2019. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs are being amortized over the life of the loan using the straight-line method as it is not significantly different from the effective interest method. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from product sales and shipping revenues, net of promotional discounts and return allowances, when the following revenue recognition criteria are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon shipment, therefore, revenue from product sales is recognized when it is shipped to the customer. 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. For each of the fiscal years ended 2019, and 2018, the advertising revenue represented less than 1% of our total revenue. The Company evaluates the criteria of ASC 606 - 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 primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, 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. Credits for returned products amounted to $18, 436 and $19,691 for fiscal year 2019, and 2018, respectively. No customer accounted for more than 10% of the Company’s net sales. The following table provides an analysis of the allowance for sales returns and the allowance for doubtful accounts (in thousands): Charged to Balance at Revenue, Balance at Beginning Cost or End of of Period Expenses Deductions Period Fifty-Two Weeks Ended December 28, 2019 Allowance for sales returns $ 1,297 $ 18,436 $ (18,539) $ 1,194 Allowance for doubtful accounts 21 28 (43) 6 Fifty-Two Weeks Ended December 29, 2018 Allowance for sales returns $ 861 $ 19,691 $ (19,255) $ 1,297 Allowance for doubtful accounts 1 66 (46) 21 |
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. Total freight and shipping expense included in cost of sales for fiscal year 2019 and 2018 was $4 7,140 , and $43,674, respectively. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses. |
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. Historically, the Company’s vendors have been 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 sold. 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 fiscal year 2019 and 2018, the activity in the aggregate warranty liabilities was as follows (in thousands): December 28, 2019 December 29, 2018 Warranty liabilities, beginning of period $ 1,420 $ 1,410 Additions to warranty liabilities 690 597 Reductions to warranty liabilities (698) (587) Warranty liabilities, end of period $ 1,412 $ 1,420 |
Marketing Expense | Marketing Expense Marketing costs, including advertising, are expensed as incurred. The majority of advertising expense is paid to internet search engine service providers and internet commerce facilitators. For fiscal year 2019 and 2018, the Company recognized advertising costs of $25, 691 and $20,942, respectively. Marketing costs also include depreciation and amortization expense, and share-based compensation expense. |
General and Administrative Expense | General and Administrative Expense General and administrative expense consists primarily of administrative payroll and related expenses, merchant processing fees, legal and professional fees and other administrative costs. General and administrative expense also includes depreciation and amortization expense, and share-based compensation expense. |
Fulfillment Expense | Fulfillment Expense Fulfillment expense consists primarily of payroll and related costs associated with warehouse employees and the Company’s purchasing group, facilities rent, building maintenance, depreciation and other costs associated with inventory management and wholesale operations. Fulfillment expense also includes depreciation and amortization expense, and 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 depreciation and amortization expense, and 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 issued to employees are recognized as share-based compensation expense in the financial statements based on their respective grant date fair values, and are recognized within the statement of comprehensive income or loss as marketing, general and administrative, fulfillment or technology expense, based on employee departmental classifications. Under this standard, 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, 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. 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. 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. Forfeitures are accounted for as they occur. |
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 to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of December 28, 2019, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. |
Taxes Collected from Customers and Remitted to Governmental Authorities | Taxes Collected from Customers and Remitted to Governmental Authorities We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605‑45‑50‑3 - Taxes Collected from Customers and Remitted to Governmental Authorities. |
Leases | Leases On January 1, 2019, the Company adopted ASC 842 – Leases (“ASC 842”), which requires lessees to record right-of-use assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. The Company adopted the standard by applying the modified retrospective method without the restatement of comparative periods. Adoption of the standard resulted in the recognition of $1,623 to the opening balance of retained earnings as of the adoption date and the recognition of ROU assets and related lease obligations as of January 1, 2019. The standard did not have a significant impact on the Company's operating results or cash flows. The Company elected the package of practical expedients, which permits a lessee to not reassess under the new standard its prior conclusions regarding lease identification, lease classification and initial direct costs. The Company did not elect the practical expedient which permits the use of hindsight when determining the lease term and assessing right-of-use assets for impairment. As permitted by the transition guidance, the Company used the remaining lease term as of the date of adoption of the standard to estimate discount rates. As permitted by the standard, the Company elected, for all asset classes, the short-term lease exemption. A short-term lease is a lease that, at the commencement date, has a term of twelve months or less and does not include an option to purchase the underlying asset. The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company's leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation should be the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments. |
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 (“ASC 220”). 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, of actuarial gains and losses on the Company’s defined benefit plan in the Philippines. The Company presents the components of net income or loss and other comprehensive income or loss in its consolidated statements of comprehensive operations. |
Recently Issued Accounting Pronouncements | Recent Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40)” (“ASU 2018-15”). The objective of this update is to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption to have a significant impact on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and other subsequent amendments including ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , collectively referred to as (“ASC 326”), which provides a new impairment model that require measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable, contract assets, available for sale securities and certain financial guarantees. The new standard is effective for fiscal years beginning after December 15, 2019. The Company does not expect the adoption to have a significant impact on its consolidated financial statements and related disclosures. In February 2020, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the effect that ASU 2019-12 will have on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Nature of Operations (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Summary of Significant Accounting Policies and Nature of Operations | |
Allowance for Sales Returns and Allowance for Doubtful Accounts | The following table provides an analysis of the allowance for sales returns and the allowance for doubtful accounts (in thousands): Charged to Balance at Revenue, Balance at Beginning Cost or End of of Period Expenses Deductions Period Fifty-Two Weeks Ended December 28, 2019 Allowance for sales returns $ 1,297 $ 18,436 $ (18,539) $ 1,194 Allowance for doubtful accounts 21 28 (43) 6 Fifty-Two Weeks Ended December 29, 2018 Allowance for sales returns $ 861 $ 19,691 $ (19,255) $ 1,297 Allowance for doubtful accounts 1 66 (46) 21 |
Aggregate Warranty Liabilities | For the fiscal year 2019 and 2018, the activity in the aggregate warranty liabilities was as follows (in thousands): December 28, 2019 December 29, 2018 Warranty liabilities, beginning of period $ 1,420 $ 1,410 Additions to warranty liabilities 690 597 Reductions to warranty liabilities (698) (587) Warranty liabilities, end of period $ 1,412 $ 1,420 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at December 28, 2019 and December 29, 2018: December 28, 2019 December 29, 2018 Land $ — $ 630 Building — 8,877 Machinery and equipment 12,766 12,683 Computer software (purchased and developed) and equipment 28,437 23,596 Vehicles 95 121 Leasehold improvements 1,161 996 Furniture and fixtures 744 723 Construction in process 3,091 3,211 46,294 50,837 Less accumulated depreciation and amortization (36,644) (35,653) Property and equipment, net $ 9,650 $ 15,184 |
Summary of Estimated Useful Lives of Property and Equipment | Years 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 * |
Stockholders' Equity and Shar_2
Stockholders' Equity and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Stockholders' Equity and Share-Based Compensation | |
Summary of Stock Option Activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (in years) Value (1) Options outstanding, December 29, 2018 6,097 $ 2.69 Granted 4,460 $ 1.19 Exercised (304) $ 1.51 Cancelled: Forfeited (1,613) $ 2.48 Expired (1,417) $ 3.08 Options outstanding, December 28, 2019 7,223 $ 2.76 6.57 $ 4,494 Vested and expected to vest at December 28, 2019 7,223 $ 1.78 6.57 $ 4,494 Options exercisable, December 28, 2019 3,080 $ 2.51 2.97 $ 747 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (in years) Value (1) Options outstanding, December 30, 2017 5,933 $ 2.91 Granted 1,174 $ 2.02 Exercised (6) $ 0.99 Cancelled: Forfeited (188) $ 3.10 Expired (816) $ 3.21 Options outstanding, December 29, 2018 6,097 $ 2.69 4.42 $ — Vested and expected to vest at December 29, 2018 6,097 $ 2.69 4.40 $ — Options exercisable, December 29, 2018 3,956 $ 2.77 3.90 $ — These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock at the end of the respective fiscal year as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price |
Summary of Assumptions Used | The fair value of each option grant, excluding those options issued from the stock option exchange program as discussed above, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: Fiscal Year Ended December 28, 2019 December 29, 2018 Expected life 5.65 - 5.74 years 5.62 - 5.73 years Risk-free interest rate 1% - 3% 2% - 3% Expected volatility 54% - 58% 58% Expected dividend yield —% —% |
Summary of Share-based Compensation from Options, Warrants and Stock Awards | Share-based compensation from options and RSUs, is included in our consolidated statements of comprehensive operations, as follows: Fiscal Year Ended December 28, 2019 December 29, 2018 Marketing expense $ 551 $ 185 General and administrative expense 1,605 2,984 Fulfillment expense 1,250 284 Technology expense 250 142 Total share-based compensation expense $ 3,656 $ 3,595 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Net Income (Loss) Per Share | |
Computation of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net loss per share: Fiscal Year Ended December 28, 2019 December 29, 2018 Net loss per share: Numerator: Net Loss $ (31,548) $ (4,889) Dividends on Series A Convertible Preferred Stock (161) (161) Net loss allocable to common shares $ (31,709) $ (5,050) Denominator: Weighted-average common shares outstanding (basic) 35,720 34,941 Common equivalent shares from common stock options, restricted stock, preferred stock and warrants — — Weighted-average common shares outstanding (diluted) 35,720 34,941 Basic and diluted net loss per share $ (0.89) $ (0.14) |
Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share | The 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 the Company’s stock price), are as follows (in thousands): Fiscal Year Ended December 28, 2019 December 29, 2018 Performance stock units 1 204 Restricted stock units 43 760 Series A Convertible Preferred Stock 2,771 2,771 Options to purchase common stock 6,532 6,123 Total 9,347 9,858 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Income Taxes | |
Components of Loss Before Income Taxes | The components of income (loss) from continuing operations before income tax provision consist of the following: Fiscal Year Ended December 28, 2019 December 29, 2018 Domestic operations $ (10,618) $ (5,697) Foreign operations 507 479 Total (loss) income before income taxes $ (10,111) $ (5,218) |
Summary of Income Tax (Benefit) Provision | Income tax (benefit) provision for fiscal year 2019 and 2018 consists of the following: Fiscal Year Ended December 28, 2019 December 29, 2018 Current: State tax $ 6 $ 6 Foreign tax 144 111 Total current taxes 150 117 Deferred: Federal tax (1,311) (490) State tax (417) 537 Total deferred taxes (1,728) 47 Change in federal tax rate - deferred tax impact — Valuation allowance 23,015 (493) Income tax (benefit) provision $ 21,437 $ (329) |
Summary of Differences Between Income Tax Provision (Benefit) and Applied Federal Statutory Rate | Income tax (benefit) provision differs from the amount that would result from applying the federal statutory rate as follows: December 28, 2019 December 29, 2018 Income tax at U.S. federal statutory rate $ (2,123) $ (1,096) Tax attributes written off — 522 Share-based compensation 729 727 State income tax, net of federal tax effect (325) (66) Foreign tax 106 68 Other 35 9 Change in valuation allowance 23,015 (493) Effective tax (benefit) provision $ 21,437 $ (329) |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | Deferred tax assets and deferred tax liabilities consisted of the following: December 28, 2019 December 29, 2018 Deferred tax assets: Inventory and inventory related allowance $ 529 $ 639 Share-based compensation 1,836 2,119 Intangibles 1,577 2,415 Sales and bad debt allowances 712 718 Vacation accrual 200 202 Book over tax amortization on property and equipment — 193 Net operating loss 25,322 21,345 Other 1 86 Total deferred tax assets 30,177 27,717 Valuation Allowance (29,731) (5,816) Net deferred tax assets 446 21,901 Deferred tax liabilities: Tax over book depreciation 398 — Prepaid catalog expenses 48 68 Total deferred tax liabilities 446 68 Net deferred tax assets $ — $ 21,833 |
Summary of State NOL Carryforwards Expiration Year | The state NOL carryforwards expire in the respective tax years as follows: 2020 $ 539 2021 5,345 2022 975 2023 3,028 2024 2,358 Thereafter 67,399 $ 79,644 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Commitments and Contingencies Disclosure | |
Schedule of lease commitments - Finance lease | Lease commitments as of December 28, 2019 were as follows: Finance Leases Operating Leases Total 2020 $ 1,334 $ 1,609 $ 2,943 2021 1,166 1,339 2,505 2022 1,175 1,045 2,220 2023 1,189 763 1,952 2024 1,121 586 1,707 Thereafter 8,767 — 8,767 Total minimum payments required 14,752 5,342 20,094 Less portion representing interest 5,485 555 6,040 Present value of lease obligations $ 9,267 $ 4,787 $ 14,054 Less current portion of lease obligations 640 1,368 2,008 Long-term portion of lease obligations $ 8,627 $ 3,419 $ 12,046 |
Schedule of quantitative information regarding the Company’s leases | Quantitative information regarding the Company’s leases as of December 28, 2019 is as follows (in thousands): Fiscal Year ended December 28, 2019 Components of lease cost Finance lease cost components Amortization of finance lease assets $ 1,007 Interest on finance lease liabilities 692 Total finance lease costs $ 1,699 Operating lease components Operating lease cost $ 1,409 Short-term lease cost — Total operating lease costs $ 1,409 Total lease cost $ 3,108 Supplemental cash flow information related to our operating leases is as follows for the period ended December 28, 2019: Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflow from operating leases $ 1,297 Operating cash outflow from financing leases 692 Financing cash outflow from financing leases 654 Weighted-average remaining lease term-finance leases (in years) 12.3 Weighted-average remaining lease term-operating leases (in years) 3.7 Weighted-average discount rate-finance leases 7.69 Weighted-average discount rate-operating leases 5.59 |
Schedule of lease commitments | Finance Leases Operating Leases Total 2020 $ 1,334 $ 1,609 $ 2,943 2021 1,166 1,339 2,505 2022 1,175 1,045 2,220 2023 1,189 763 1,952 2024 1,121 586 1,707 Thereafter 8,767 — 8,767 Total minimum payments required 14,752 5,342 20,094 Less portion representing interest 5,485 555 6,040 Present value of lease obligations $ 9,267 $ 4,787 $ 14,054 Less current portion of lease obligations 640 1,368 2,008 Long-term portion of lease obligations $ 8,627 $ 3,419 $ 12,046 |
Quarterly Information (Unaudi_2
Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Quarterly Information (Unaudited) | |
Consolidated Statement of Income Data | Quarter Ended March 30, June 29, Sept. 28, Dec. 28, Consolidated Statement of Income Data: Net sales $ 74,739 $ 73,687 $ 69,273 $ 62,958 Gross profit 20,129 21,763 21,143 21,188 Income (loss) from operations (3,446) (1,205) (1,458) (2,141) Income (loss) before income taxes (3,861) (1,643) (1,976) (2,631) Net income (loss) $ (3,581) $ (1,457) $ (1,424) $ (25,086) Basic income (loss) from continuing operations per share $ (0.10) $ (0.04) $ (0.04) $ (0.70) Diluted income (loss) from continuing operations per share $ (0.10) $ (0.04) $ (0.04) $ (0.70) Shares used in computation of basic income (loss) from continuing operations per share 35,365 35,632 35,856 36,013 Shares used in computation of diluted income (loss) from continuing operations per share 35,365 35,632 35,856 36,013 Quarter Ended March 31, 2018 June 30, 2018 Sept. 29, 2018 Dec. 29, 2018 Consolidated Statement of Income Data: Net sales $ 78,385 $ 76,973 $ 69,463 $ 64,646 Gross profit 23,459 21,485 19,045 16,566 Income (loss) from operations 1,609 487 (579) (4,689) Income (loss) before income taxes 1,177 59 459 (5,078) Net income (loss) $ 735 $ (485) $ 438 $ (4,480) Basic income (loss) from continuing operations per share $ 0.02 $ (0.02) $ 0.01 $ Diluted income (loss) from continuing operations per share $ 0.02 $ (0.02) $ 0.01 $ Shares used in computation of basic income (loss) from continuing operations per share 34,821 34,972 34,983 34,989 Shares used in computation of diluted income (loss) from continuing operations per share 38,066 34,972 35,201 34,989 |
Product Information (Tables)
Product Information (Tables) | 12 Months Ended |
Dec. 28, 2019 | |
Product Information | |
Summary of Revenue by Product Type | The following table summarizes the approximate distribution of the Company’s revenue by product type. 2019 2018 Private Label Collision 62 % 57 % Engine 20 % 18 % Performance 1 % 1 % Branded Collision 1 % 1 % Engine 9 % 11 % Performance 7 % 12 % Total 100 % 100 % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Nature of Operations - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 28, 2019USD ($) | Sep. 28, 2019USD ($) | Jun. 29, 2019USD ($) | Mar. 30, 2019USD ($) | Dec. 28, 2019USD ($)item | Dec. 29, 2018USD ($) | Jan. 01, 2019USD ($) | Dec. 30, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||||
Net income (loss) | $ 25,086,000 | $ 1,424,000 | $ 1,457,000 | $ 3,581,000 | $ 31,548,000 | $ 4,889,000 | ||
Operating Loss Carryforwards, Valuation Allowance | 23,015,000 | $ 23,015,000 | ||||||
Number of suppliers | item | 1 | |||||||
Inventory in-transit | 14,502,000 | $ 14,502,000 | 9,701,000 | |||||
Capitalized website and software development costs | 55,000 | $ 49,000 | ||||||
Impairment loss on intangible assets | 0 | |||||||
Impairment loss on property and equipment | $ 0 | |||||||
Advertising revenue as a percentage of total revenue | 1.00% | 1.00% | ||||||
Credits for returned products | $ 18,436,000 | $ 19,691,000 | ||||||
Number of customer accounted for 10 % | 0.00% | |||||||
Warranty, coverage period | 30 days | |||||||
Warranty, unlimited product replacement, coverage period | 5 years | |||||||
Warranty, one-time product replacement, coverage period, option one | 5 years | |||||||
Warranty, one-time product replacement, coverage period, option two | 3 years | |||||||
Advertising costs | $ 25,691,000 | 20,942,000 | ||||||
Unrecognized tax benefits, interest or penalties | 0 | 0 | ||||||
Cumulative effect adjustment | (167,876,000) | (167,876,000) | (137,791,000) | |||||
Right-of-use (“ROU”) assets | 4,544,000 | 4,544,000 | ||||||
Operating lease liabilities | 4,787,000 | $ 4,787,000 | ||||||
Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Length Of Fiscal Year | 364 days | |||||||
Standard product warranty, recognition period | 1 year | |||||||
Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Length Of Fiscal Year | 371 days | |||||||
Standard product warranty, recognition period | 5 years | |||||||
Website and Software Development | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Capitalized website and software development costs | $ 4,907,000 | 3,883,000 | ||||||
Capitalized website and software development cost amount | 24,142,000 | 24,142,000 | 19,234,000 | $ 1,000 | ||||
Capitalized website and software development costs accumulated amortization and impairment amount | $ 20,740,000 | $ 20,740,000 | 16,425,000 | |||||
Website and Software Development | Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization on a straight-line basis, period | 2 years | |||||||
Website and Software Development | Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization on a straight-line basis, period | 3 years | |||||||
Cost of Sales | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Freight and shipping expenses | $ 47,140,000 | 43,674,000 | ||||||
Employee Stock Option | Minimum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Stock options vesting period | 3 years | |||||||
Employee Stock Option | Maximum | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Stock options vesting period | 4 years | |||||||
Accumulated Deficit | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Net income (loss) | $ 31,548,000 | 4,889,000 | ||||||
Effect of new accounting adoption | $ 1,623,000 | $ 255,000 | ||||||
ASU 2016-02 | Accumulated Deficit | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Effect of new accounting adoption | $ 1,623,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Nature of Operations - Allowance for Sales Returns and Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Allowance for sales returns | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 1,297 | $ 861 |
Charged to Revenue, Cost or Expenses | 18,436 | 19,691 |
Deductions | (18,539) | (19,255) |
Balance at End of Period | 1,194 | 1,297 |
Allowance for doubtful accounts | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | 21 | 1 |
Charged to Revenue, Cost or Expenses | 28 | 66 |
Deductions | (43) | (46) |
Balance at End of Period | $ 6 | $ 21 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Nature of Operations - Aggregate Warranty Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Warranty liabilities, beginning of period | $ 1,420 | $ 1,410 |
Additions to warranty liabilities | 690 | 597 |
Reductions to warranty liabilities | (698) | (587) |
Warranty liabilities, end of period | $ 1,412 | $ 1,420 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Valued on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 2,273 | $ 2,031 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 29, 2018 | Dec. 30, 2017 |
Fair Value Disclosures | ||
Transfers into level 2 from level 1 assets | $ 0 | $ 0 |
Transfers into level 1 from level 2 assets | $ 0 | $ 0 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) $ in Thousands | Apr. 17, 2013USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 6,252 | $ 5,802 | |
Amortization of finance lease assets | 1,007 | ||
Property and equipment, gross carrying value | 46,294 | 50,837 | |
Property and equipment, accumulated depreciation | 36,644 | 35,653 | |
Property and equipment, net | 9,650 | 15,184 | |
Philippines | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 88 | 129 | |
Facility subject to capital lease | |||
Property, Plant and Equipment [Line Items] | |||
Excess of net proceeds over the net carrying value of capital leased asset under sale and leaseback | $ 376 | ||
Estimated useful life of property and equipment | 20 years | ||
Property and equipment, gross carrying value | 100 | 11,306 | |
Property and equipment, accumulated depreciation | 3,969 | ||
Property and equipment, net | 7,337 | ||
Finance Leased Assets | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, accumulated depreciation | 100 | ||
Property and equipment, net | 0 | ||
LaSalle, Illinois Facility | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expense related to capital leased asset | $ 475 | ||
Amortization of finance lease assets | $ 8 | ||
Period of lease under sale and lease back transaction | 20 years | ||
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 | ||
LaSalle, Illinois Facility | Whitney Automotive Group (WAG) | |||
Property, Plant and Equipment [Line Items] | |||
Gross proceeds from sale of La Salle, Illinois facility | $ 9,750 | ||
Net proceeds from sale of La Salle, Illinois facility | $ 9,507 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 46,294 | $ 50,837 |
Less accumulated depreciation and amortization | (36,644) | (35,653) |
Property, Plant and Equipment, Net, Total | 9,650 | 15,184 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 630 | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,877 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,766 | 12,683 |
Computer software (purchased and developed) | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 28,437 | 23,596 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 95 | 121 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,161 | 996 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 744 | 723 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,091 | $ 3,211 |
Property and Equipment, Net -_2
Property and Equipment, Net - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 28, 2019 | |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 2 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Computer software (purchased and developed) | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 2 years |
Computer software (purchased and developed) | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Computer Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 2 years |
Computer Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) $ in Thousands | Dec. 18, 2019 | Nov. 15, 2016 | Nov. 05, 2016 | Dec. 28, 2019 | Jan. 17, 2020 | Jan. 16, 2020 |
Line of Credit Facility [Line Items] | ||||||
Credit facility trigger amount | $ 3,000 | |||||
Number of consecutive days excess availability is above required amount | 45 days | |||||
Outstanding letters of credit amount | $ 17,638 | $ 17,638 | ||||
Letters of Credit Outstanding, Amount | 17,638 | 17,638 | ||||
Eleventh Amendment | ||||||
Line of Credit Facility [Line Items] | ||||||
Period of increase in liquidation value inventory advance rate | 6 months | |||||
Basket for sales and dispositions of property in connection with Permitted Acquisitions | $ 5,000,000 | |||||
Eleventh Amendment | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Net orderly liquidation value inventory advance rate | 90.00% | |||||
Eleventh Amendment | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Net orderly liquidation value inventory advance rate | 95.00% | |||||
Twelfth Amendment to Credit Agreement and Fifth Amendment to Pledge and Security Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity (up to) | 25,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | |||||
Letter of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity (up to) | $ 20,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000 | |||||
Accounts payable | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding letters of credit amount | 13,011 | |||||
Letters of Credit Outstanding, Amount | 13,011 | |||||
JP Morgan Chase Bank | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity (up to) | $ 30,000 | |||||
Unused credit commitment fee (percent) | 0.25% | |||||
Credit facility trigger amount | $ 3,600 | |||||
Consecutive business days below minimum excess availability | 3 days | |||||
Number of consecutive days excess availability is above required amount | 45 days | |||||
Outstanding letters of credit amount | $ 0 | |||||
Limited security by foreign subsidiaries' capital stock percentage | 65.00% | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000 | |||||
Letters of Credit Outstanding, Amount | $ 0 | |||||
One-Month London Interbank Offered Rate (LIBOR) | JP Morgan Chase Bank | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin for LIBOR-based interest rate and applicable margin for alternate based rate (percent) | 1.75% | |||||
London Interbank Offered Rate (LIBOR) | JP Morgan Chase Bank | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate (percent) | 3.56% | |||||
LIBOR based interest rate, principal amount | $ 0 | |||||
Base Rate | JP Morgan Chase Bank | Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Applicable margin for LIBOR-based interest rate and applicable margin for alternate based rate (percent) | 0.25% | |||||
Interest rate (percent) | 5.00% | |||||
Prime based rate, principal amount | $ 0 |
Stockholders' Equity and Shar_3
Stockholders' Equity and Share-Based Compensation - Treasury Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | 38 Months Ended | |||
Dec. 28, 2019 | Dec. 29, 2018 | Dec. 28, 2019 | May 31, 2017 | Nov. 30, 2016 | |
Class of Stock [Line Items] | |||||
Shares repurchased (in shares) | 0 | 0 | 2,525 | ||
Average price (in USD per share) | $ 2.83 | ||||
Aggregate purchase price | $ 7,146 | ||||
Common Stock | Stock Repurchase Program, November 2016 | |||||
Class of Stock [Line Items] | |||||
Shares authorized for purchase (up to) (in shares) | $ 5,000 | $ 5,000 |
Stockholders' Equity and Shar_4
Stockholders' Equity and Share-Based Compensation - Series A Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Apr. 05, 2013USD ($)shares | Mar. 25, 2013USD ($)Vote$ / sharesshares | Dec. 28, 2019USD ($)$ / sharesshares | Dec. 29, 2018USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock dividends during the period | $ | $ 41 | $ 41 | ||
Series A Convertible Preferred Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Series A convertible preferred stock, shares authorized (in shares) | shares | 4,150,000 | 4,150,000 | 4,150,000 | |
Aggregate shares to be sold (in shares) | shares | 4,150,000 | |||
Series A convertible preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock purchase price per share (in dollars per share) | $ / shares | $ 1.45 | |||
Preferred stock purchase, amount | $ | $ 6,017 | |||
Preferred stock sold (in shares) | shares | 150,000 | 4,000,000 | ||
Conversion of preferred stock | $ | $ 217 | $ 5,800 | ||
Issuance costs incurred to company | $ | $ 847 | |||
Conversion rate of common stock for each share of Series A preferred stock (in shares) | shares | 1 | |||
Consecutive trading days for calculating weighted average price for the common stock | 30 days | |||
Minimum common stock price for consecutive thirty trading days for stock conversion (in dollars per share) | $ / shares | $ 4.35 | |||
Percentage of changes of control of company and sales or other dispositions by company (more than) | 50.00% | |||
Amount per share to series A preferred in case of liquidation (in dollars per share) | $ / shares | $ 1.45 | $ 1.45 | $ 1.45 | |
Preferred stock annual dividend rate (in dollars per share) | $ / shares | $ 0.058 | |||
Number of votes | Vote | 1 | |||
Cash dividends on amended credit | $ | $ 400 | |||
Cash dividends on preferred stock | $ | $ 160 | $ 161 | ||
Issuance of common stock in connection with preferred stock dividends (shares) | shares | 59,000 | |||
Series A convertible preferred stock, shares outstanding (in shares) | shares | 2,771,000 | 2,771,000 |
Stockholders' Equity and Shar_5
Stockholders' Equity and Share-Based Compensation - Share-Based Compensation Plan Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 31, 2016 | Dec. 28, 2019 | Dec. 29, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of options granted (in dollars per share) | $ 0.63 | $ 1.11 | |
Intrinsic value, options exercised | $ 96 | $ 1 | |
Unrecognized share-based compensation expense | $ 2,379 | ||
Weighted-average period of unrecognized compensation expense | 2 years 11 months 5 days | ||
Number of shares granted (in shares) | 4,460,000 | 1,174,000 | |
Consulting agreement | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares granted (in shares) | 600,000 | ||
2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares authorized to issued under condition one (in shares) | 2,500,000 | ||
Shares available for future grants (in shares) | 3,894,000 | 5,291,000 | |
Period of share reserve increase | 9 years | ||
Share reserve (in shares) | 1,500,000 | ||
Expiration period | 10 years | ||
Option grant vesting period | 4 years | ||
Exercise price of option grants | 100.00% | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares withheld to satisfy employee tax obligations (in shares) | 0 | 0 | |
Adjustment related employee tax obligations | $ 0 | $ 0 |
Stockholders' Equity and Shar_6
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity for SB Comp Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Shares | ||
Outstanding, beginning (in shares) | 6,097 | 5,933 |
Granted (in shares) | 4,460 | 1,174 |
Exercised (in shares) | (304) | (6) |
Cancelled: | ||
Forfeited (in shares) | (1,613) | (188) |
Expired (in shares) | (1,417) | (816) |
Outstanding, ending (in shares) | 7,223 | 6,097 |
Vested and expected to vest (in shares) | 7,223 | 6,097 |
Exercisable (in shares) | 3,080 | 3,956 |
Weighted Average Exercise Price | ||
Outstanding, beginning (in dollars per share) | $ 2.69 | $ 2.91 |
Granted (in dollars per share) | 1.19 | 2.02 |
Exercised (in dollars per share) | 1.51 | 0.99 |
Cancelled: | ||
Forfeited (in dollars per share) | 2.48 | 3.10 |
Expired (in dollars per share) | 3.08 | 3.21 |
Outstanding, ending (in dollars per share) | 2.76 | 2.69 |
Vested and expected to vest (in dollars per share) | 1.78 | 2.69 |
Exercisable (in dollars per share) | $ 2.51 | $ 2.77 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Outstanding, weighted average contractual term | 6 years 6 months 26 days | 4 years 5 months 1 day |
Vested and expected to vest, weighted average contractual term | 6 years 6 months 26 days | 4 years 4 months 24 days |
Exercisable, weighted average contractual term | 2 years 11 months 19 days | 3 years 10 months 24 days |
Outstanding, aggregate intrinsic value | $ 4,494 | |
Vested and expected to vest, aggregate intrinsic value | 4,494 | |
Exercisable, aggregate intrinsic value | $ 747 |
Stockholders' Equity and Shar_7
Stockholders' Equity and Share-Based Compensation - Restricted Stock Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of performance criteria met | 0.00% | |
Compensation expense | $ 3,656 | $ 3,595 |
Weighted-average period of unrecognized compensation expense | 2 years 11 months 5 days | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awarded (in shares) | 1,867 | 1,212 |
Compensation expense | $ 2,753 | |
Unrecognized compensation expense | $ 483 | |
Weighted-average period of unrecognized compensation expense | 3 months 4 days | |
Time Based RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awarded (in shares) | 315 | 510 |
Performance based RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awarded (in shares) | 1,552 | 702 |
Minimum | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of grant (in dollars per share) | $ 0.97 | $ 1.54 |
Requisite service period | 1 year | |
Maximum | Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of grant (in dollars per share) | $ 2.41 | $ 2.62 |
Requisite service period | 3 years |
Stockholders' Equity and Shar_8
Stockholders' Equity and Share-Based Compensation - Summary of Assumptions Used for Fair Value of Option Grant (Details) - Option Grant | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 58.00% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 7 months 24 days | 5 years 7 months 13 days |
Risk-free interest rate | 1.00% | 2.00% |
Expected volatility | 54.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 8 months 27 days | 5 years 8 months 23 days |
Risk-free interest rate | 3.00% | 3.00% |
Expected volatility | 58.00% |
Stockholders' Equity and Shar_9
Stockholders' Equity and Share-Based Compensation - Summary of Share-based Compensation from Options and RSUs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 3,656 | $ 3,595 |
Marketing expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 551 | 185 |
General and administrative expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 1,605 | 2,984 |
Fulfillment expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | 1,250 | 284 |
Technology expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense | $ 250 | $ 142 |
Stockholders' Equity and Sha_10
Stockholders' Equity and Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Stockholders' Equity and Share-Based Compensation | ||
Amounts capitalized to internally-developed software | $ 55 | $ 49 |
Tax benefit valuation allowance recognized | $ 0 | $ 0 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | |
Numerator: | ||||||
Net Loss | $ (31,548) | $ (4,889) | ||||
Dividends on Series A Convertible Preferred Stock | (161) | (161) | ||||
Net loss allocable to common shares | $ (31,709) | $ (5,050) | ||||
Denominator: | ||||||
Shares used in computation of basic and diluted net loss per share | 36,013 | 35,856 | 35,632 | 35,365 | 35,720,000 | 34,941,000 |
Weighted-average common shares outstanding (diluted) (in shares) | 36,013 | 35,856 | 35,632 | 35,365 | 35,720,000 | 34,941,000 |
Basic and diluted net loss per share | $ (0.89) | $ (0.14) |
Net Loss Per Share - Anti-Dilut
Net Loss Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share (in shares) | 9,347 | 9,858 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share (in shares) | 1 | 204 |
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 (in shares) | 43 | 760 |
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 (in shares) | 2,771 | 2,771 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share (in shares) | 6,532 | 6,123 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Taxes | ||||||
Domestic operations | $ (10,618) | $ (5,697) | ||||
Foreign operations | 507 | 479 | ||||
Loss before income taxes | $ (2,631) | $ (1,976) | $ (1,643) | $ (3,861) | $ (10,111) | $ (5,218) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Current: | ||
State tax | $ 6 | $ 6 |
Foreign tax | 144 | 111 |
Total current taxes | 150 | 117 |
Deferred: | ||
Federal tax | (1,311) | (490) |
State tax | (417) | 537 |
Total deferred taxes | (1,728) | 47 |
Valuation allowance | 23,015 | (493) |
Income tax (benefit) provision | $ 21,437 | $ (329) |
Income Taxes - Summary of Diffe
Income Taxes - Summary of Differences Between Income Tax Provision (Benefit) and Applied Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Income Taxes | ||
Income tax at U.S. federal statutory rate | $ (2,123) | $ (1,096) |
Tax attributes written off | 522 | |
Share-based compensation | 729 | 727 |
State income tax, net of federal tax effect | (325) | (66) |
Foreign tax | 106 | 68 |
Other | 35 | 9 |
Change in valuation allowance | 23,015 | (493) |
Income tax (benefit) provision | $ 21,437 | $ (329) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 28, 2019 | Dec. 29, 2018 |
Deferred tax assets: | ||
Inventory and inventory related allowance | $ 529 | $ 639 |
Share-based compensation | 1,836 | 2,119 |
Intangibles | 1,577 | 2,415 |
Sales and bad debt allowances | 712 | 718 |
Vacation accrual | 200 | 202 |
Book over tax amortization on property and equipment | 0 | 193 |
Net operating loss | 25,322 | 21,345 |
Other | 1 | 86 |
Total deferred tax assets | 30,177 | 27,717 |
Valuation Allowance | (29,731) | (5,816) |
Net deferred tax assets | 446 | 21,901 |
Deferred tax liabilities: | ||
Tax over book depreciation | 398 | |
Prepaid catalog expenses | 48 | 68 |
Total deferred tax liabilities | 446 | 68 |
Net deferred tax assets | $ 0 | $ 21,833 |
Income Taxes - Summary of State
Income Taxes - Summary of State NOL Carryforwards Expiration Year (Details) - State $ in Thousands | Dec. 28, 2019USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 79,644 |
2020 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 539 |
2021 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 5,345 |
2022 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 975 |
2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 3,028 |
2024 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 2,358 |
Thereafter | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 67,399 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Tax Credit Carryforward [Line Items] | ||
Effective tax rate | (212.00%) | 6.30% |
Annual usage limitation | $ 135 | |
Addition to valuation allowance | 23,015 | |
Valuation allowance | 29,731 | $ 5,816 |
Accrued expenses related to income taxes payable | 33 | 23 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 85,830 | |
State | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 79,644 | |
Whitney Automotive Group (WAG) | Federal | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforwards | 2,106 | |
Other non-current liabilities | Foreign Tax Authority | ||
Tax Credit Carryforward [Line Items] | ||
Income taxes payable | $ 662 | $ 614 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Apr. 25, 2019USD ($) | May 25, 2018USD ($) | Feb. 04, 2016USD ($)ft² | Apr. 17, 2013USD ($) | Feb. 29, 2020USD ($) | Dec. 28, 2019USD ($)ft² | Dec. 29, 2018USD ($)ft² | Apr. 25, 2018ft² |
Other Commitments [Line Items] | ||||||||
Area of real estate property | ft² | 124,546 | |||||||
Annual base rent commitment | $ 687 | |||||||
Annual escalation, percentage | 3.00% | |||||||
Term of lease | 63 months | |||||||
Facility rent expense | $ 1,752 | |||||||
Facility rent expense | $ 2,275 | |||||||
Number of outstanding damage or duty claims from CBP | $ 0 | |||||||
Facility subject to capital lease | ||||||||
Other Commitments [Line Items] | ||||||||
Excess of net proceeds over the net carrying value of capital leased asset under sale and leaseback | $ 376 | |||||||
Estimated useful life of property and equipment | 20 years | |||||||
LaSalle, Illinois Facility | ||||||||
Other Commitments [Line Items] | ||||||||
Period of lease under sale and lease back transaction | 20 years | |||||||
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 | |||||||
Chesapeake, Virginia | Warehouse | ||||||||
Other Commitments [Line Items] | ||||||||
Area of real estate property | ft² | 159,294 | 116,000 | 159,294 | |||||
Annual base rent commitment | $ 640 | $ 500 | ||||||
Annual escalation, percentage | 2.50% | 5.00% | ||||||
Annual escalation percentage after five year | 4 | |||||||
Term of lease | 3 years | |||||||
Lease renewal term | 3 years | 10 years | ||||||
Monthly base rent commitment | $ 574 | |||||||
Whitney Automotive Group (WAG) | LaSalle, Illinois Facility | ||||||||
Other Commitments [Line Items] | ||||||||
Gross proceeds from sale of La Salle, Illinois facility | $ 9,750 | |||||||
Net proceeds from sale of La Salle, Illinois facility | $ 9,507 |
Commitments and Contingencies_2
Commitments and Contingencies - Financing Arrangement (Details) - USD ($) $ in Thousands | Aug. 08, 2019 | Dec. 28, 2019 |
Short-term Debt [Line Items] | ||
Proceeds from notes payable | $ 257 | |
Deposit | 470 | |
Total outstanding balance of the note payable | 1,790 | |
Notes payable, current portion | 729 | |
Notes payable, non-current portion | 1,060 | |
Payments made during 2021 | 792 | |
Payments made during 2022 | 268 | |
Financing arrangement - Las Vegas | ||
Short-term Debt [Line Items] | ||
Effective interest rate | 7.70% | |
Deposit rate (as percentage) | 25.00% | |
Proceeds from notes payable | $ 257 | |
Financing arrangement - Las Vegas | Maximum | ||
Short-term Debt [Line Items] | ||
Maximum borrowings under the arrangement | $ 2,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Non-Cancellable Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 28, 2019USD ($) | |
Finance lease cost components | |
Amortization of finance lease assets | $ 1,007 |
Interest on finance lease liabilities | 692 |
Total finance lease costs | 1,699 |
Operating lease components | |
Operating lease cost | 1,409 |
Total operating lease costs | 1,409 |
Total lease cost | 3,108 |
Operating cash outflow from operating leases | 1,297 |
Operating cash outflow from financing leases | 692 |
Financing cash outflow from financing leases | $ 654 |
Weighted-average remaining lease term-finance leases (in years) | 12 years 3 months 18 days |
Weighted-average remaining lease term-operating leases (in years) | 3 years 8 months 12 days |
Weighted-average discount rate-finance leases | 7.69% |
Weighted-average discount rate-operating leases | 5.59% |
Commitments and Contingencies_4
Commitments and Contingencies - Lease commitments (Details) $ in Thousands | Dec. 28, 2019USD ($) |
Finance Leases | |
2020 | $ 1,334 |
2021 | 1,166 |
2022 | 1,175 |
2023 | 1,189 |
2024 | 1,121 |
Thereafter | 8,767 |
Total minimum payments required | 14,752 |
Less portion representing interest | 5,485 |
Present value of lease obligations | 9,267 |
Less current portion of lease obligations | 640 |
Long-term portion of lease obligations | 8,627 |
Operating Leases | |
2020 | 1,609 |
2021 | 1,339 |
2022 | 1,045 |
2023 | 763 |
2024 | 586 |
Total minimum payments required | 5,342 |
Less portion representing interest | 555 |
Present value of lease obligations | 4,787 |
Less current portion of lease obligations | 1,368 |
Long-term portion of lease obligations | 3,419 |
Finance and Operating Leases | |
2020 | 2,943 |
2021 | 2,505 |
2022 | 2,220 |
2023 | 1,952 |
2024 | 1,707 |
Thereafter | 8,767 |
Total minimum payments required | 20,094 |
Less portion representing interest | 6,040 |
Present value of lease obligations | 14,054 |
Less current portion of lease obligations | 2,008 |
Long-term portion of lease obligations | $ 12,046 |
Employee Retirement Plan and _2
Employee Retirement Plan and Deferred Compensation Plan - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2010 | Dec. 28, 2019 | Dec. 29, 2018 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Minimum service period required to cover under plan | 1 month | ||
Employer's match per dollar of participants salary | $ 0.50 | ||
Employer's match percentage of participants salary | 6.00% | ||
Contributions vest in annual installments | 3 years | ||
Discretionary contributions | $ 332,000 | $ 292,000 | |
Highly Compensated Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Participant deferral of base salary, percentage (up to) | 90.00% | ||
Participant deferral of annual earned bonus, percentage (up to) | 100.00% | ||
Deferred compensation plan vested | 100.00% | ||
Employer contribution percentage of eligible participants eligible contribution | 50.00% | ||
Percentage of individual eligible contribution to Deferred Compensation Plan account | 2.00% | ||
Other non-current assets | Highly Compensated Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets | 671,000 | 533,000 | |
Other non-current liabilities | Highly Compensated Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan associated liabilities | $ 674,000 | $ 662,000 |
Quarterly Information (Unaudi_3
Quarterly Information (Unaudited) - Consolidated Statement of Income Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 28, 2019 | Dec. 29, 2018 | |
Net sales | $ 62,958 | $ 69,273 | $ 73,687 | $ 74,739 | $ 280,657 | $ 289,467 | ||||
Gross profit | 21,188 | 21,143 | 21,763 | 20,129 | 84,223 | 78,721 | ||||
Income (loss) from operations | (2,141) | (1,458) | (1,205) | (3,446) | (8,250) | (5,007) | ||||
Income (loss) before income taxes | (2,631) | (1,976) | (1,643) | (3,861) | (10,111) | (5,218) | ||||
Net income (loss) | $ (25,086) | $ (1,424) | $ (1,457) | $ (3,581) | $ (31,548) | $ (4,889) | ||||
Basic income (loss) from continuing operations per share (in dollars per share) | $ (0.70) | $ (0.04) | $ (0.04) | $ (0.10) | ||||||
Diluted income (loss) from continuing operations per share (in dollars per share) | $ (0.70) | $ (0.04) | $ (0.04) | $ (0.10) | ||||||
Shares used in computation of basic income (loss) from continuing operations per share (in shares) | 36,013 | 35,856 | 35,632 | 35,365 | 35,720,000 | 34,941,000 | ||||
Shares used in computation of diluted income (loss) from continuing operations per share (in shares) | 36,013 | 35,856 | 35,632 | 35,365 | 35,720,000 | 34,941,000 | ||||
As reported | ||||||||||
Net sales | $ 64,646 | $ 69,463 | $ 76,973 | $ 78,385 | ||||||
Gross profit | 16,566 | 19,045 | 21,485 | 23,459 | ||||||
Income (loss) from operations | (4,689) | (579) | 487 | 1,609 | ||||||
Income (loss) before income taxes | (5,078) | 459 | 59 | 1,177 | ||||||
Net income (loss) | $ (4,480) | $ 438 | $ (485) | $ 735 | ||||||
Basic income (loss) from continuing operations per share (in dollars per share) | $ (0.13) | $ 0.01 | $ (0.02) | $ 0.02 | ||||||
Diluted income (loss) from continuing operations per share (in dollars per share) | $ (0.13) | $ 0.01 | $ (0.02) | $ 0.02 | ||||||
Shares used in computation of basic income (loss) from continuing operations per share (in shares) | 34,989 | 34,983 | 34,972 | 34,821 | ||||||
Shares used in computation of diluted income (loss) from continuing operations per share (in shares) | 34,989 | 35,201 | 34,972 | 38,066 |
Product Information - Summary o
Product Information - Summary of Segment Percentages (Details) - Sales Revenue, Product Line - Product Concentration Risk - Base USAP | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 100.00% | 100.00% |
Private Label, Collision | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 62.00% | 57.00% |
Private Label, Engine | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 20.00% | 18.00% |
Private Label, Performance | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 1.00% | 1.00% |
Branded, Collision | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 1.00% | 1.00% |
Branded, Engine | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 9.00% | 11.00% |
Branded, Performance | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 7.00% | 12.00% |
Uncategorized Items - prts-2019
Label | Element | Value |
Preferred Stock [Member] | ||
Stockholders Equity Shares Including Portion Attributable To Noncontrolling Interest Adjusted Balance 1 | prts_StockholdersEquitySharesIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 2,771,000 |
Common Stock [Member] | ||
Stockholders Equity Shares Including Portion Attributable To Noncontrolling Interest Adjusted Balance 1 | prts_StockholdersEquitySharesIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 34,666,000 |