Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 04, 2015 | 6-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | 4-Apr-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PRTS | |
Entity Registrant Name | U.S. Auto Parts Network, Inc. | |
Entity Central Index Key | 1378950 | |
Current Fiscal Year End Date | -1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,950,577 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $7,917 | $7,653 |
Short-term investments | 66 | 62 |
Accounts receivable, net of allowances of $38 and $41 at April 4, 2015 and January 3, 2015, respectively | 4,209 | 3,804 |
Inventory | 48,347 | 48,362 |
Other current assets | 3,321 | 2,669 |
Total current assets | 63,860 | 62,550 |
Property and equipment, net | 16,690 | 16,966 |
Intangible assets, net | 1,617 | 1,707 |
Other non-current assets | 1,672 | 1,684 |
Total assets | 83,839 | 82,907 |
Current liabilities: | ||
Accounts payable | 26,591 | 25,362 |
Accrued expenses | 8,498 | 7,747 |
Revolving loan payable | 9,485 | 11,022 |
Current portion of capital leases payable | 276 | 269 |
Other current liabilities | 4,560 | 3,505 |
Total current liabilities | 49,410 | 47,905 |
Capital leases payable, net of current portion | 9,197 | 9,270 |
Deferred income taxes | 1,550 | 1,618 |
Other non-current liabilities | 1,661 | 1,891 |
Total liabilities | 61,818 | 60,684 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Series A convertible preferred stock, $0.001 par value; $1.45 per share liquidation value or aggregate of $6,017; 4,150 shares authorized; 4,150 shares issued and outstanding at April 4, 2015 and January 3, 2015 | 4 | 4 |
Common stock, $0.001 par value; 100,000 shares authorized; 33,949 and 33,624 shares issued and outstanding at April 4, 2015 and January 3, 2015, respectively | 34 | 33 |
Additional paid-in capital | 174,552 | 174,369 |
Accumulated other comprehensive income | 350 | 360 |
Accumulated deficit | -155,609 | -155,489 |
Total stockholders’ equity | 19,331 | 19,277 |
Noncontrolling interest | 2,690 | 2,946 |
Total equity | 22,021 | 22,223 |
Total liabilities and stockholders’ equity | $83,839 | $82,907 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowances | $38 | $41 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 33,949,000 | 33,624,000 |
Common stock, shares outstanding (in shares) | 33,949,000 | 33,624,000 |
Series A Convertible Preferred Stock | ||
Series A convertible preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Share liquidation value (in dollars per share) | $1.45 | $1.45 |
Share aggregate value | $6,017 | $6,017 |
Series A convertible preferred stock, shares authorized (in shares) | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, shares issued (in shares) | 4,150,000 | 4,150,000 |
Series A convertible preferred stock, shares outstanding (in shares) | 4,150,000 | 4,150,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Operations (Unaudited) (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | ||
Income Statement [Abstract] | ||||
Net sales | $76,388 | $68,028 | ||
Cost of sales | 54,910 | [1] | 47,327 | [1] |
Gross profit | 21,478 | 20,701 | ||
Operating expenses: | ||||
Marketing | 10,852 | 10,115 | ||
General and administrative | 4,181 | 4,147 | ||
Fulfillment | 5,060 | 4,712 | ||
Technology | 1,288 | 1,148 | ||
Amortization of intangible assets | 115 | 84 | ||
Total operating expenses | 21,496 | [2] | 20,206 | [2] |
(Loss) income from operations | -18 | 495 | ||
Other income (expense): | ||||
Other income (expense), net | 23 | -3 | ||
Interest expense | -373 | -259 | ||
Total other expense, net | -350 | -262 | ||
(Loss) income before income taxes | -368 | 233 | ||
Income tax (benefit) provision | -52 | 32 | ||
Net (loss) income including noncontrolling interests | -316 | 201 | ||
Net loss attributable to noncontrolling interests | -256 | 0 | ||
Net (loss) income attributable to U.S. Auto Parts | -60 | 201 | ||
Other comprehensive income attributable to U.S. Auto Parts, net of tax: | ||||
Foreign currency translation adjustments | -10 | 8 | ||
Total other comprehensive income attributable to U.S. Auto Parts | -10 | 8 | ||
Comprehensive (loss) income attributable to U.S. Auto Parts | ($70) | $209 | ||
Net income (loss) attributable to U.S. Auto Parts per share: | ||||
Net income (loss) per share - basic (in dollars per share) | $0 | $0 | ||
Net income (loss) per share - diluted (in dollars per share) | $0 | $0 | ||
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding - basic (in shares) | 33,720 | 33,384 | ||
Weighted average common shares outstanding - diluted (in shares) | 33,720 | 34,158 | ||
[1] | Excludes depreciation and amortization expense which is included in marketing, general and administrative and fulfillment expense as described in “Note 1 – Summary of Significant Accounting Policies and Nature of Operations†below. | |||
[2] | Operating costs for AutoMD primarily consist of depreciation and amortization on fixed assets and personnel costs. Indirect costs are not allocated to AutoMD. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Statement of Cash Flows [Abstract] | ||
Net (loss) income including noncontrolling interests | ($316) | $201 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 1,934 | 2,368 |
Amortization of intangible assets | 115 | 84 |
Deferred income taxes | -67 | 13 |
Share-based compensation expense | 510 | 376 |
Amortization of deferred financing costs | 20 | 20 |
Gain from disposition of assets | -13 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -405 | 147 |
Inventory | 15 | 374 |
Other current assets | -506 | 282 |
Other non-current assets | -7 | 63 |
Accounts payable and accrued expenses | 2,497 | 2,792 |
Other current liabilities | 904 | 1,702 |
Other non-current liabilities | -131 | -280 |
Net cash provided by operating activities | 4,550 | 8,142 |
Investing activities | ||
Additions to property and equipment | -2,151 | -1,558 |
Proceeds from sale of property and equipment | 13 | 0 |
Cash paid for intangible assets | -110 | 0 |
Net cash used in investing activities | -2,248 | -1,558 |
Financing activities | ||
Borrowings from revolving loan payable | 4,314 | 1,826 |
Payments made on revolving loan payable | -5,850 | -7,850 |
Proceeds from stock options | 13 | 74 |
Payments on capital leases | -66 | -63 |
Statutory tax withholding payment for share-based compensation | -438 | 0 |
Net cash used in financing activities | -2,027 | -6,013 |
Effect of exchange rate changes on cash | -11 | 3 |
Net change in cash and cash equivalents | 264 | 574 |
Cash and cash equivalents, beginning of period | 7,653 | 818 |
Cash and cash equivalents, end of period | 7,917 | 1,392 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrued asset purchases | 700 | 659 |
Accrued intangible asset | 15 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash received during the period for income taxes | 7 | 5 |
Cash paid during the period for interest | $303 | $255 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Nature of Operations | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies and Nature of Operations | Summary of Significant Accounting Policies and Nature of Operations | |||||||
U.S. Auto Parts Network, Inc. (including its subsidiaries) is a distributor of aftermarket auto parts and accessories and was established in 1995. The Company entered the e-commerce sector by launching its first website in 2000 and currently derives the majority of its revenues from online sales channels. The Company sells its products to individual consumers through a network of websites and online marketplaces. Through AutoMD.com, the Company educates consumers on maintenance and service of their vehicles. The site provides auto information, with tools for diagnosing car troubles, locating repair shops and do-it-yourself (“DIY”) repair guides. Our flagship websites are located at www.autopartswarehouse.com, www.carparts.com, www.jcwhitney.com and www.AutoMD.com and our corporate website is located at www.usautoparts.net. References to the “Company,” “we,” “us,” or “our” refer to U.S. Auto Parts Network, Inc. and its consolidated subsidiaries. | ||||||||
The Company’s products consist of body parts, hard parts, performance parts and accessories. The body parts category is primarily comprised of parts for the exterior of an automobile. Our parts in this category are typically replacement parts for original body parts that have been damaged as a result of a collision or through general wear and tear. The majority of these products are sold through our websites. In addition, we sell an extensive line of mirror products, including our own private-label brand called Kool-Vue™, which are marketed and sold as aftermarket replacement parts and as upgrades to existing parts. The hard parts category is comprised of engine components and other mechanical and electrical parts. These parts serve as replacement parts for existing engine parts and are generally used by professionals and do-it-yourselfers for engine and mechanical maintenance and repair. We offer performance versions of many parts sold in each of the above categories. Performance parts and accessories generally consist of parts that enhance the performance of the automobile, upgrade existing functionality of a specific part or improve the physical appearance or comfort of the automobile. | ||||||||
The Company is a Delaware C corporation and is headquartered in Carson, California. The Company also has employees located in Virginia, Tennessee, Texas, Arizona, Missouri, and Illinois, as well as in the Philippines. | ||||||||
Basis of Presentation | ||||||||
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to U.S. Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of April 4, 2015 and the consolidated results of operations for the thirteen weeks ended April 4, 2015 and March 29, 2014, and cash flows for the thirteen weeks ended April 4, 2015 and March 29, 2014. The Company’s results of operations for the thirteen weeks ended April 4, 2015 are not necessarily indicative of those to be expected for the entire fiscal year. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended January 3, 2015, which was filed with the SEC on March 20, 2015. We refer to our fiscal year ending January 2, 2016 as fiscal year 2015 and our fiscal year ended January 3, 2015 as fiscal year 2014. | ||||||||
During the thirteen weeks ended April 4, 2015, the Company incurred a net loss of $60, compared to a net income of $201 during the thirteen weeks ended March 29, 2014. Based on our current operating plan, we believe that our existing cash, cash equivalents, investments, cash flows from operations and available debt financing will be sufficient to finance our operational cash needs through at least the next twelve months. When compared to fiscal year 2014, we expect our revenues to increase and our net loss to be lower in fiscal year 2015. Should the Company’s operating results not meet expectations in 2015, 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 the net loss is larger or continues for longer than we expect because our strategies to return to profitability are not successful or otherwise, and if we are not able to raise adequate additional financing or proceeds from asset sales to continue to fund our ongoing operations, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations. | ||||||||
Fiscal Periods | ||||||||
The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. Quarterly periods are based on the thirteen weeks ending on the Saturday closest to the calendar quarter end date except in the case where our fiscal year includes a 53rd week, which was the case for the fiscal quarter ended January 3, 2015 where we had a 14 week fiscal quarter. Our fiscal year 2015 will be 52 weeks ending January 2, 2016. | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its subsidiary in which it has a controlling interest. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. All inter-company transactions between and among the Company and its consolidated subsidiaries have been eliminated in consolidation. | ||||||||
Non-Controlling Interests | ||||||||
Non-controlling interests represent equity interests in consolidated subsidiaries that are not attributable, either directly or indirectly, to the Company (i.e., minority interests). Non-controlling interests include the minority equity holders' proportionate share of the equity of AutoMD, Inc. ("AutoMD"). | ||||||||
Ownership interests in subsidiaries held by parties other than the Company are presented as non-controlling interests within stockholders' equity, separately from the equity held by the Company. Revenues, expenses, net income (loss) and other comprehensive income (loss) are reported in the consolidated financial statements at the consolidated amounts, which includes amounts attributable to both the Company's interest and the non-controlling interests in AutoMD. Net income (loss) and other comprehensive income (loss) is then attributed to the Company's interest and the non-controlling interests. Net income (loss) to non-controlling interests is deducted from net income (loss) in the consolidated statements of comprehensive operations to determine net income (loss) attributable to the Company's common stockholders. On October 8, 2014, AutoMD sold 7,000 shares of its common stock to third-party investors, reducing the Company’s ownership interest in AutoMD to 64.1% . The 35.9% of AutoMD controlled by third-party investors is being reported as a noncontrolling interest. | ||||||||
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 investments, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible assets including goodwill 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. | ||||||||
Statement of Cash Flows | ||||||||
The net change in the Company’s book overdraft is presented as an operating activity in the consolidated statement of cash flows. The book overdraft represents a credit balance in the Company’s general ledger but the Company has a positive bank account balance. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company considers all money market funds and short-term investments purchased with original maturities of ninety days or less to be cash equivalents. | ||||||||
Fair Value of Financial Instruments | ||||||||
Financial instruments that are not measured at fair value include accounts receivable, accounts payable and debt. Refer to “ Note 3 - Fair Value Measurements ” for additional fair value information. If the Company’s revolving loan payable (see “Note 6 - 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 at April 4, 2015 and January 3, 2015 due to their short-term maturities. Marketable securities and investments are carried at fair value, as discussed below. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. | ||||||||
Accounts Receivable and Concentration of Credit Risk | ||||||||
Accounts receivable are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers primarily based on the volume purchased by the customer, customer creditworthiness and past transaction history. | ||||||||
Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. | ||||||||
Investments | ||||||||
Investments are comprised of closed-end funds primarily invested in mutual funds that hold government bonds and stock and short-term money market funds. Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | ||||||||
Other-Than-Temporary Impairment | ||||||||
All of the Company’s marketable securities and investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. No other-than-temporary impairment charges were recorded on any investments during the thirteen weeks periods ended April 4, 2015 and March 29, 2014. | ||||||||
Inventory | ||||||||
Inventories consist of finished goods available-for-sale and are stated at the lower of cost or market value, determined using the first-in first-out (“FIFO”) method. The Company purchases inventory from suppliers both domestically and internationally, and routinely enters into supply agreements with U.S.–based suppliers and its primary drop-ship vendors. The Company believes that its products are generally available from more than one supplier and seeks to maintain multiple sources for its products, both internationally and domestically. The Company primarily purchases products in bulk quantities to take advantage of quantity discounts and to ensure inventory availability. Inventory is reported at the lower of cost or market, adjusted for slow moving, obsolete or scrap product. Inventory at April 4, 2015 and January 3, 2015 was $48,347 and $48,362, respectively, which included items in-transit to our warehouses, in the amount of $10,669 and $12,155, respectively. | ||||||||
Website and Software Development Costs | ||||||||
The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350-50 Intangibles – Goodwill and Other – Website Development Costs and ASC 350-40 Intangibles – Goodwill and Other – Internal-Use Software, when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. | ||||||||
Long-Lived Assets and Intangibles Subject to Amortization | ||||||||
The Company accounts for the impairment and disposition of long-lived assets, including intangibles subject to amortization, in accordance with ASC 360 Property, Plant and Equipment (“ASC 360”). Management assesses potential impairments whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss will result when the carrying value exceeds the undiscounted cash flows estimated to result from the use and eventual disposition of the asset or asset group. Impairment losses will be recognized in operating results to the extent that the carrying value exceeds the discounted future cash flows estimated to result from the use and eventual disposition of the asset or asset group. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset or asset group. The reasonableness of our judgments could significantly affect the carrying value of our long-lived assets. | ||||||||
Deferred Catalog Expenses | ||||||||
Deferred catalog expenses consist of third-party direct costs including creative design, paper, printing, postage and mailing costs for all Company direct response catalogs. Such costs are capitalized as deferred catalog expenses and are amortized over their expected future benefit period. Each catalog is fully amortized within nine months. Deferred catalog expenses are included in other current assets and amounted to $516 and $590 at April 4, 2015 and March 29, 2014, respectively. | ||||||||
Deferred Financing Costs | ||||||||
Deferred financing costs are being amortized over the life of the Company's revolving 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: persuasive evidence of an arrangement exists, both title and risk of loss or damage have transferred, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company retains the risk of loss or damage during transit, therefore, revenue from product sales is recognized at the delivery date to customers. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. | ||||||||
Revenue from sales of advertising is recorded when performance requirements of the related advertising program agreement are met. | ||||||||
The Company evaluates the criteria of ASC 605-45 Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is the primary party obligated in a transaction, the Company is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at gross. | ||||||||
Payments received prior to the delivery of goods to customers are recorded as deferred revenue. | ||||||||
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. | ||||||||
Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Credits are issued to customers for returned products. | ||||||||
No customer accounted for more than 10% of the Company’s net sales for the thirteen weeks ended April 4, 2015 and March 29, 2014. | ||||||||
Cost of Sales | ||||||||
Cost of sales consists of the direct costs associated with procuring parts from suppliers and delivering products to customers. These costs include direct product costs, outbound freight and shipping costs, warehouse supplies and warranty costs, partially offset by purchase discounts and cooperative advertising. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses as noted below. | ||||||||
Warranty Costs | ||||||||
The Company or the vendors supplying its products provide the Company’s customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company’s vendors are the party primarily responsible for warranty claims. Standard product warranties sold separately by the Company are recorded as deferred revenue and recognized ratably over the life of the warranty, ranging from one to five years. The Company also offers extended warranties that are imbedded in the price of selected private label products we sell. The product brands that include the extended warranty coverage are offered at three different service levels: (a) a five year unlimited product replacement, (b) a five year one-time product replacement, and (c) a three year one-time product replacement. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product’s historical return rate and historical warranty cost. The standard and extended warranty obligations are recorded as warranty liabilities and included in other current liabilities in the Consolidated Balance Sheets. For the thirteen weeks ended April 4, 2015 and March 29, 2014, the activity in our aggregate warranty liabilities was as follows (in thousands): | ||||||||
4-Apr-15 | 29-Mar-14 | |||||||
Warranty liabilities, beginning of period | $ | 218 | $ | 297 | ||||
Adjustments to preexisting warranty liabilities | (4 | ) | — | |||||
Additions to warranty liabilities | 21 | 38 | ||||||
Reductions to warranty liabilities | (10 | ) | (23 | ) | ||||
Warranty liabilities, end of period | $ | 225 | $ | 312 | ||||
Marketing Expense | ||||||||
Marketing expense consists of online advertising spend, internet commerce facilitator fees and other advertising costs, as well as payroll and related expenses associated with our marketing catalog, customer service and sales personnel and are expensed as incurred. These costs are generally variable and are typically a function of net sales. Marketing expense also includes depreciation and amortization expense and share-based compensation expense. The majority of advertising expense is paid to internet search engine service providers and internet commerce facilitators. For the thirteen weeks ended April 4, 2015 and March 29, 2014, the Company recognized advertising costs of $4,977 and $4,390, respectively. | ||||||||
General and Administrative Expense | ||||||||
General and administrative expense consists primarily of administrative payroll and related expenses, merchant processing fees, legal and professional fees and other administrative costs. General and administrative expense also includes depreciation and amortization expense and share-based compensation expense. | ||||||||
Fulfillment Expense | ||||||||
Fulfillment expense consists primarily of payroll and related costs associated with warehouse employees and the Company’s purchasing group, facilities rent, building maintenance, depreciation and other costs associated with inventory management and wholesale operations. Fulfillment expense also includes share-based compensation expense. | ||||||||
Technology Expense | ||||||||
Technology expense consists primarily of payroll and related expenses of our information technology personnel, the cost of hosting the Company’s servers, communications expenses and Internet connectivity costs, computer support and software development amortization expense. Technology expense also includes share-based compensation expense. | ||||||||
Amortization of Intangible Assets. | ||||||||
Amortization of intangibles consists of the amortization expense associated with our definite-lived intangible assets. | ||||||||
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 that meets certain requirements, and is recognized over the vesting period of three to four years. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards for such stock options, which is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. | ||||||||
The Company incorporates its own historical volatility into the grant-date fair value calculations for the stock options. The expected term of an award is based on combining historical exercise data with expected weighted time outstanding. Expected weighted time outstanding is calculated by assuming the settlement of outstanding awards is at the midpoint between the remaining weighted average vesting date and the expiration date. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of awards. The dividend yield assumption is based on the Company’s expectation of paying no dividends on its common stock. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company considers many factors when estimating expected forfeitures, including employee class, economic environment, and historical experience. | ||||||||
The Company accounts for equity instruments issued in exchange for the receipt of services from non-employee directors in accordance with the provisions of ASC 718. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. Equity instruments awarded to non-employees are periodically re-measured as the underlying awards vest unless the instruments are fully vested, immediately exercisable and non-forfeitable on the date of grant. | ||||||||
The Company accounts for modifications to its share-based payment awards in accordance with the provisions of ASC 718. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date, and is recognized as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards). Any unrecognized compensation cost remaining from the original award is recognized over the vesting period of the modified award. | ||||||||
Other Income, net | ||||||||
Other income, net consists of miscellaneous income or expense such as gains/losses from disposition of assets, and interest income comprised primarily of interest income on investments. | ||||||||
Interest Expense | ||||||||
Interest expense consists primarily of interest expense on our outstanding loan balance, deferred financing cost amortization, and capital lease interest. | ||||||||
Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When appropriate, a valuation allowance is established to reduce deferred tax assets, which include tax credits and loss carry forwards, to the amount that is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, tax planning strategies and recent financial operations. | ||||||||
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. During the periods presented, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. | ||||||||
Taxes Collected from Customers and Remitted to Governmental Authorities | ||||||||
We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605-45-50-3 Taxes Collected from Customers and Remitted to Governmental Authorities. | ||||||||
Leases | ||||||||
The Company analyzes lease agreements for operating versus capital lease treatment in accordance with ASC 840 Leases. Rent expense for leases designated as operating leases is expensed on a straight-line basis over the term of the lease. For capital leases, the present value of future minimum lease payments at the inception of the lease is reflected as a capital lease asset and a capital lease payable in the consolidated balance sheets. Amounts due within one year are classified as current liabilities and the remaining balance as non-current liabilities. | ||||||||
Foreign Currency Translation | ||||||||
For each of the Company’s foreign subsidiaries, the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates. The effects of the foreign currency translation adjustments are included as a component of accumulated other comprehensive income or loss in the Company’s consolidated balance sheets. | ||||||||
Comprehensive Income | ||||||||
The Company reports comprehensive income or loss in accordance with ASC 220 Comprehensive Income. Accumulated other comprehensive income or loss, included in the Company’s consolidated balance sheets, includes foreign currency translation adjustments related to the Company’s foreign operations and unrealized holding gains and losses from available-for-sale investments. The Company presents the components of net income (loss) and other comprehensive income (loss), in its consolidated statements of comprehensive operations. | ||||||||
Segment Data | ||||||||
The Company operates in two reportable operating segments. The criteria the Company uses to identify operating segments are primarily the nature of the products we sell or services we provide and the consolidated operating results that are regularly reviewed by our chief operating decision maker to assess performance and make operating decisions. We identified two reportable operating segments, the core auto parts business ("Base USAP"), and AutoMD, an online automotive repair source, in accordance with ASC 280 Segment Reporting (“ASC 280”). | ||||||||
Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9, “Revenue from Contracts with Customers,” (“ASU 2014-9”) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2016. On April 1, 2015 the FASB agreed to propose the standard take effect for reporting periods beginning after December 15, 2017 and early adoption would be permitted for public companies for reporting periods beginning after December 15, 2016. Early application is not permitted under the current standard. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-9 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has the effect of the standard on ongoing financial reporting been determined. | ||||||||
On August 27, 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements—Going Concern," ("ASU 2014-15") which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The Company is evaluating the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Investments
Investments | 3 Months Ended | |||||||||||||||
Apr. 04, 2015 | ||||||||||||||||
Investments Schedule [Abstract] | ||||||||||||||||
Investments | Investments | |||||||||||||||
As of April 4, 2015, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 66 | $ | — | $ | — | $ | 66 | ||||||||
As of January 3, 2015, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 62 | $ | — | $ | — | $ | 62 | ||||||||
-1 | Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | |||||||||||||||
Proceeds from the sale of available-for-sale securities are disclosed separately in the accompanying consolidated statements of cash flow. For the thirteen weeks ended April 4, 2015 and March 29, 2014, there were no sales of available-for-sale securities. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||||
Fair value is defined as an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. | ||||||||||||||||||
Provisions of ASC 820 – Fair Value Measurement establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: | ||||||||||||||||||
Level 1 – Observable inputs such as quoted prices in active markets; | ||||||||||||||||||
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and | ||||||||||||||||||
Level 3 – Unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. | ||||||||||||||||||
We measure our financial assets and liabilities at fair value on a recurring basis using the following valuation techniques: | ||||||||||||||||||
(a) | Market Approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. | |||||||||||||||||
(b) | Income Approach – uses valuation techniques to convert future estimated cash flows to a single present amount based on current market expectations about those future amounts, using present value techniques. | |||||||||||||||||
Financial Assets Valued on a Recurring Basis | ||||||||||||||||||
As of April 4, 2015 and January 3, 2015, the Company held certain assets that are required to be measured at fair value on a recurring basis. These included the Company’s financial instruments, including cash and cash equivalents and investments. The following table represents our fair value hierarchy and the valuation techniques used for financial assets measured at fair value on a recurring basis (in thousands): | ||||||||||||||||||
As of April 4, 2015 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 7,917 | $ | 7,917 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 66 | 66 | — | — | (a) | |||||||||||||
$ | 7,983 | $ | 7,983 | $ | — | $ | — | |||||||||||
As of January 3, 2015 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 7,653 | $ | 7,653 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 62 | 62 | — | — | (a) | |||||||||||||
$ | 7,715 | $ | 7,715 | $ | — | $ | — | |||||||||||
-1 | Cash equivalents consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase, for which the Company determines fair value through quoted market prices. | |||||||||||||||||
-2 | Investments consist of mutual funds, classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | |||||||||||||||||
During the thirteen weeks ended April 4, 2015 and March 29, 2014, 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 April 4, 2015, the Company reviews for any adverse events related to the Company’s performance, including trends in gross margin, and historical operating losses, which is used to evaluate if certain property and equipment may not be recoverable. The Company performed impairment testing under the provisions of ASC 360 and, after performing Step 1, the Company determined that its property and equipment was not impaired as of April 4, 2015, as such, they were not measured at fair value. If such non-financial assets had been measured at fair value, they would be categorized in Level 3 of the fair value hierarchy, as the Company would be required to develop its own assumptions and analysis to determine if such non-financial assets were impaired. |
Property_and_Equipment_Net
Property and Equipment, Net | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment, Net | Property and Equipment, Net | |||||||
The Company’s fixed assets are stated at cost less accumulated depreciation, amortization and impairment. Depreciation and amortization expense are provided for in amounts sufficient to relate the cost of depreciable and amortizable assets to operations over their estimated service lives. Depreciation and amortization expense for the thirteen weeks ended April 4, 2015 and March 29, 2014 was $1,934 and $2,368, respectively, including amortization expense of $911 and $436 for the thirteen weeks ended April 4, 2015 and March 29, 2014, respectively, for capital leased assets related to the LaSalle, Illinois facility (see sale-leaseback discussion below for details). 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. | ||||||||
Property and equipment consisted of the following at April 4, 2015 and January 3, 2015 (in thousands): | ||||||||
4-Apr-15 | 3-Jan-15 | |||||||
Land | $ | 630 | $ | 630 | ||||
Building | 8,877 | 8,877 | ||||||
Machinery and equipment | 10,274 | 9,799 | ||||||
Computer software (purchased and developed) and equipment | 45,984 | 45,170 | ||||||
Vehicles | 138 | 136 | ||||||
Leasehold improvements | 1,762 | 1,761 | ||||||
Furniture and fixtures | 1,173 | 1,036 | ||||||
Construction in process | 1,681 | 1,904 | ||||||
70,519 | 69,313 | |||||||
Less accumulated depreciation, amortization and impairment | (53,829 | ) | (52,347 | ) | ||||
Property and equipment, net | $ | 16,690 | $ | 16,966 | ||||
On April 17, 2013, the Company’s wholly-owned subsidiary, Whitney Automotive Group, Inc. (“WAG”) entered into a sales leaseback transaction with STORE Master Funding III, LLC ("STORE") for its facility in LaSalle, Illinois. Under the terms of the lease, the Company is 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 the Company’s use or occupancy of the property. The lease was accounted for as a capital lease and the $376 excess of the net proceeds over the net carrying amount of the property is amortized in interest expense on a straight-line basis over the lease term of 20 years. As of April 4, 2015, the gross carrying value, the accumulated depreciation and the net carrying value of all capital leased assets included in property and equipment were $9,964, $1,239 and $8,725, respectively. | ||||||||
Construction in process primarily relates to the Company’s internally developed software (refer to caption “Website and Software Development Costs” in “Note 1 – Summary of Significant Accounting Policies and Nature of Operations”) subject to depreciation and amortization upon placement into service. Certain of the Company’s net property and equipment were located in the Philippines as of April 4, 2015 and January 3, 2015, in the amount of $192 and $244, respectively. |
Intangible_Assets_Net
Intangible Assets, Net | 3 Months Ended | |||||||||||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Intangible Assets, Net | Intangible Assets, Net | |||||||||||||||||||||||||
Intangible assets consisted of the following at April 4, 2015 and January 3, 2015 (in thousands): | ||||||||||||||||||||||||||
4-Apr-15 | 3-Jan-15 | |||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | |||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | |||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||||
Product design intellectual property | 4 years | $ | 2,750 | $ | (2,167 | ) | $ | 583 | $ | 2,750 | $ | (2,102 | ) | $ | 648 | |||||||||||
Patent license agreements | 3 - 5 years | 562 | (125 | ) | $ | 437 | 537 | (94 | ) | $ | 443 | |||||||||||||||
Domain and trade names | 10 years | 1,199 | (602 | ) | $ | 597 | 1,199 | (583 | ) | $ | 616 | |||||||||||||||
Total | $ | 4,511 | $ | (2,894 | ) | $ | 1,617 | $ | 4,486 | $ | (2,779 | ) | $ | 1,707 | ||||||||||||
Intangible assets subject to amortization are amortized on a straight-line basis. Amortization expense relating to intangible assets for the thirteen weeks ended April 4, 2015 and March 29, 2014 was $115 and $84, respectively. | ||||||||||||||||||||||||||
The following table summarizes the future estimated annual amortization expense for these assets over the next five years: | ||||||||||||||||||||||||||
2015 | $ | 348 | ||||||||||||||||||||||||
2016 | 463 | |||||||||||||||||||||||||
2017 | 326 | |||||||||||||||||||||||||
2018 | 167 | |||||||||||||||||||||||||
2019 | 82 | |||||||||||||||||||||||||
Thereafter | 231 | |||||||||||||||||||||||||
Total | $ | 1,617 | ||||||||||||||||||||||||
Borrowings
Borrowings | 3 Months Ended | |||
Apr. 04, 2015 | ||||
Debt Disclosure [Abstract] | ||||
Borrowings | Borrowings | |||
The Company maintains an asset-based revolving credit facility ("Credit Facility") that provides for, among other things, a revolving commitment in an aggregate principal amount of up to $23,318, which is subject to a borrowing base derived from certain receivables, inventory and property and equipment. Upon satisfaction of certain conditions, the Company has the right to increase the revolving commitment to up to $40,000. The Company, to date, has not requested such an increase. The Credit Facility matures on April 26, 2017. At April 4, 2015, our outstanding revolving loan balance was $9,485. 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 has been reflected. | ||||
On March 24, 2015, the Company and JPMorgan Chase Bank, N.A. (“JPMorgan”) entered into a Seventh Amendment to Credit Agreement and Second Amendment to Pledge and Security Agreement (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, the following amendments to the Credit Agreement were made, among others: | ||||
• | The aggregate principal amount of indebtedness that is permitted related to capital leases was increased from $1,000 to $1,500. | |||
Loans drawn under the Credit Facility bear interest, at the Company’s option, at a per annum rate equal to either (a) one month LIBOR plus an applicable margin of 2.25%, or (b) an “alternate prime base rate” plus an applicable margin of 0.25%. Subsequent to June 30, 2016, each applicable margin as set forth in the prior sentence is subject to reduction by up to 0.50% per annum based upon the Company’s fixed charge coverage ratio. At April 4, 2015, the Company’s LIBOR based interest rate was 2.44% (on $9,485 principal) and the Company’s prime based rate was 3.50% (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 Credit Agreement, cash receipts are deposited into a lock-box, which are at the Company’s discretion unless the “cash dominion period” is in effect, during which cash receipts will be used to reduce amounts owing under the Credit Agreement. The cash dominion period is triggered in an event of default or if excess availability is less than $4,000 at any time, as defined and will continue until, during the preceding 45 consecutive days, no event of default existed and, excess availability has to be greater than $4,000 at all times. The Company’s excess availability was $10,833 at April 4, 2015. As of the date hereof, the cash dominion period has not been in effect; accordingly no principal payments are currently due. | ||||
Certain of the Company’s domestic subsidiaries are co-borrowers (together with the Company, the “Borrowers”) under the Credit Agreement, and certain other domestic subsidiaries are guarantors (the “Guarantors” and, together with the Borrowers, the “Loan Parties”) under the Credit Agreement. The Borrowers and the Guarantors are jointly and severally liable for the Borrowers’ obligations under the Credit Agreement. The Loan Parties’ obligations under the Credit Agreement are secured, subject to customary permitted liens and certain exclusions, by a perfected security interest in (a) all tangible and intangible assets and (b) all of the capital stock owned by the Loan Parties (limited, in the case of foreign subsidiaries, to 65% of the capital stock of such foreign subsidiaries). The Borrowers may voluntarily prepay the loans at any time with payment of a premium equal to the aggregate revolving commitments multiplied by 0.5% if such termination of the commitments occurs prior to January 2, 2016. If prepayment occurs after January 2, 2016 no premium is required. 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 period during which the Company is subject to a fixed charge coverage ratio begins after June 30, 2016 and the applicable testing period would begin for a five month period ending May 31, 2016 or fiscal year 2016 rather than a trailing twelve month period. The full trailing twelve month testing period would begin with the twelve month period ending December 31, 2016. During the period when the Company is not subject to a fixed charge coverage ratio an “Availability Block” (as defined under the Credit Agreement) of $2,000 will be in effect, and thereafter the “Availability Block” will be eliminated. Beginning July 1, 2016, in the event that “excess availability” (as defined under the Credit Agreement) is less than $2,000, the Company shall be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0. Events of default under the Credit Agreement include: failure to timely make payments due under the Credit Agreement; material misrepresentations or misstatements under the Credit Agreement and other related agreements; failure to comply with covenants under the Credit Agreement and other related agreements; certain defaults in respect of other material indebtedness; insolvency or other related events; certain defaulted judgments; certain ERISA-related events; certain security interests or liens under the loan documents cease to be, or are challenged by the Company or any of its subsidiaries as not being, in full force and effect; any loan document or any material provision of the same ceases to be in full force and effect; and certain criminal indictments or convictions of any Loan Party. As of April 4, 2015, the Company was in compliance with all covenants under the Credit Agreement. | ||||
As of April 4, 2015, the Company had total capital leases payable of $9,473. The present value of the net minimum payments on capital leases as of April 4, 2015 was as follows (in thousands): | ||||
Total minimum lease payments | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of net minimum lease payments | 9,473 | |||
Current portion of capital leases payable | (276 | ) | ||
Capital leases payable, net of current portion | $ | 9,197 | ||
Stockholders_Equity_and_ShareB
Stockholders' Equity and Share-Based Compensation | 3 Months Ended | |||||||||||||||||||||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity and Share-Based Compensation | Stockholders’ Equity and Share-Based Compensation | |||||||||||||||||||||||||||||||||||
Non-Controlling Interest | ||||||||||||||||||||||||||||||||||||
Non-controlling interests represent equity interests in consolidated subsidiaries that are not attributable, either directly or indirectly, to the Company (i.e., minority interests). Non-controlling interests include the minority equity holders' proportionate share of the equity of AutoMD. | ||||||||||||||||||||||||||||||||||||
Ownership interests in subsidiaries held by parties other than the Company are presented as non-controlling interests within stockholders' equity, separately from the equity held by the Company. Revenues, expenses, net loss and other comprehensive income are reported in the consolidated financial statements at the consolidated amounts, which includes amounts attributable to both the Company's interest and the non-controlling interests in AutoMD. Net loss and other comprehensive income is then attributed to the Company's interest and the non-controlling interests. Net loss to non-controlling interests is deducted from net loss in the consolidated statements of comprehensive operations to determine net loss attributable to the Company's common stockholders. | ||||||||||||||||||||||||||||||||||||
The table below presents the changes in the Company's ownership interest in AutoMD on the Company's equity: | ||||||||||||||||||||||||||||||||||||
Common stock amount | Preferred stock amount | Additional | Common | Accumulated | Accumulated Deficit | Total | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||
Paid-in- | Stock | Other | Stockholders’ | |||||||||||||||||||||||||||||||||
Capital | Dividend | Comprehensive | Equity | |||||||||||||||||||||||||||||||||
Distributable | Income (Loss) | |||||||||||||||||||||||||||||||||||
Balance, January 3, 2015 | $ | 33 | $ | 4 | $ | 174,369 | $ | — | $ | 360 | $ | (155,489 | ) | $ | 19,277 | $ | 2,946 | $ | 22,223 | |||||||||||||||||
Net loss | — | — | — | — | — | (60 | ) | (60 | ) | (256 | ) | (316 | ) | |||||||||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | 13 | — | — | — | 13 | — | 13 | |||||||||||||||||||||||||||
Statutory tax withholding on RSUs | 1 | — | (359 | ) | — | — | — | (358 | ) | — | (358 | ) | ||||||||||||||||||||||||
Statutory tax withholding on options exercised | — | — | (80 | ) | — | — | — | (80 | ) | — | (80 | ) | ||||||||||||||||||||||||
Share-based compensation | — | — | 549 | — | — | — | 549 | — | 549 | |||||||||||||||||||||||||||
Issuance of shares related to dividends on preferred stock | — | — | 60 | (60 | ) | — | — | — | — | — | ||||||||||||||||||||||||||
Common stock dividend distributable on Series A Preferred Stock | — | — | — | 60 | — | (60 | ) | — | — | — | ||||||||||||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | (10 | ) | — | (10 | ) | — | (10 | ) | ||||||||||||||||||||||||
Balance, April 4, 2015 | $ | 34 | $ | 4 | $ | 174,552 | $ | — | $ | 350 | $ | (155,609 | ) | $ | 19,331 | $ | 2,690 | $ | 22,021 | |||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||||
The Company has 100,000 shares of common stock authorized. We have never paid cash dividends on our common stock. The following issuances of common stock were made during the thirteen weeks ended April 4, 2015: | ||||||||||||||||||||||||||||||||||||
• | The Company issued 51 shares of common stock from option exercises under its various share-based compensation plans. | |||||||||||||||||||||||||||||||||||
• | The Company issued 247 shares of common stock from restricted stock units that vested during the period. | |||||||||||||||||||||||||||||||||||
• | The Company issued 27 shares of common stock in payment of the quarterly dividend on the Series A Preferred on the dividend payment date of March 31, 2015 in the aggregate amount of $59. | |||||||||||||||||||||||||||||||||||
Share-Based Compensation Plan Information | ||||||||||||||||||||||||||||||||||||
The following table summarizes the Company’s stock option activity for the thirteen weeks ended April 4, 2015, and details regarding the options outstanding and exercisable at April 4, 2015: | ||||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
(in thousands) | Average | Remaining | Intrinsic Value (1) | |||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Options outstanding, January 3, 2015 | 5,281 | $2.85 | ||||||||||||||||||||||||||||||||||
Granted | 905 | $2.25 | ||||||||||||||||||||||||||||||||||
Exercised | (142 | ) | $1.44 | |||||||||||||||||||||||||||||||||
Expired | (15 | ) | $3.75 | |||||||||||||||||||||||||||||||||
Forfeited | (27 | ) | $2.51 | |||||||||||||||||||||||||||||||||
Options outstanding, April 4, 2015 | 6,002 | $2.79 | 6.54 | $ | 1,499 | |||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 5,205 | $2.90 | 6.14 | $ | 1,317 | |||||||||||||||||||||||||||||||
Options exercisable, April 4, 2015 | 3,590 | $3.27 | 4.87 | $ | 847 | |||||||||||||||||||||||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on April 4, 2015 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 the thirteen weeks ended April 4, 2015 and March 29, 2014 was $1.18 and $1.19, respectively. The intrinsic value of stock options at the date of exercise is the difference between the fair value of the stock at the date of exercise and the exercise price. During the thirteen weeks ended April 4, 2015 and March 29, 2014, the total intrinsic value of the exercised options was $211 and $14, respectively. The Company had $1,773 of unrecognized share-based compensation expense related to stock options outstanding as of April 4, 2015, which expense is expected to be recognized over a weighted-average period of 2.91 years. | ||||||||||||||||||||||||||||||||||||
In November 2014, AutoMD adopted the 2014 Equity Incentive Plan ("AMD Plan") which became effective on November 19, 2014 when approved by the stockholders. Under the AMD Plan, AutoMD is authorized to issue 1,950 shares of common stock under various instruments. Options granted under the AMD Plan generally expire no later than ten years from the date of grant and generally vest over a period of four years. The exercise price of all option grants must be equal to 100% of the fair market value on the date of grant. | ||||||||||||||||||||||||||||||||||||
The following table summarizes the Company’s stock option activity under the AMD Plan for the thirteen weeks ended April 4, 2015, and details regarding the options outstanding and exercisable at April 4, 2015: | ||||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
(in thousands) | Average | Remaining | Intrinsic Value | |||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Options outstanding, January 3, 2015 | 180 | $1.00 | ||||||||||||||||||||||||||||||||||
Granted | 990 | $1.00 | ||||||||||||||||||||||||||||||||||
Exercised | — | — | ||||||||||||||||||||||||||||||||||
Expired | — | — | ||||||||||||||||||||||||||||||||||
Forfeited | — | — | ||||||||||||||||||||||||||||||||||
Options outstanding, April 4, 2015 | 1,170 | $1.00 | 9.8 | $ | — | |||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 870 | $1.00 | 9.81 | $ | — | |||||||||||||||||||||||||||||||
Options exercisable, April 4, 2015 | — | — | 0 | $ | — | |||||||||||||||||||||||||||||||
At April 4, 2015, 780 shares were available for future grants under the AMD Plan. | ||||||||||||||||||||||||||||||||||||
The weighted-average fair value of options granted during the thirteen weeks ended April 4, 2015 and March 29, 2014 was $0.54 and $0, respectively. The intrinsic value of stock options at the date of exercise is the difference between the fair value of the stock at the date of exercise and the exercise price. During the thirteen weeks ended April 4, 2015 and March 29, 2014, the options had $0 intrinsic value as none were exercisable. The Company had $450 of unrecognized share-based compensation expense related to stock options outstanding as of April 4, 2015, which expense is expected to be recognized over a weighted-average period of 3.8 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 elect not to receive shares net of the minimum statutory withholding requirements, the appropriate taxes are paid directly by the employee. During the thirteen weeks ended April 4, 2015, we withheld 27 shares to satisfy $80 of employees' tax obligations and 64 shares related to the net settlement of the stock options. | ||||||||||||||||||||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||||||||||||||||||||
The following table summarizes the Company’s restricted stock unit ("RSU") activity for the thirteen weeks ended April 4, 2015, and details regarding the awards outstanding and exercisable at April 4, 2015 (in thousands): | ||||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Awards outstanding, January 3, 2015 | 880 | $ | — | |||||||||||||||||||||||||||||||||
Awarded | 399 | $ | — | |||||||||||||||||||||||||||||||||
Vested | (398 | ) | $ | — | ||||||||||||||||||||||||||||||||
Forfeited | (16 | ) | $ | — | ||||||||||||||||||||||||||||||||
Awards outstanding, April 4, 2015 | 865 | $ | — | 0.84 | $ | 1,825 | ||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 785 | $ | — | 0.83 | $ | 1,657 | ||||||||||||||||||||||||||||||
During the first thirteen weeks of 2015, 398 RSUs vested, of which 221 were time-based and 177 were performance-based. For the majority of RSUs awarded, the number of shares issued on the date the RSUs vest is 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 elect not to receive shares net of the minimum statutory withholding requirements, the appropriate taxes are paid directly by the employee. During the thirteen weeks ended April 4, 2015, we withheld 151 shares to satisfy $358 of employees' tax obligations. Although shares withheld are not issued, they are treated as a common stock repurchase in our consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting. | ||||||||||||||||||||||||||||||||||||
For the thirteen weeks ended April 4, 2015, we recorded compensation expense of $237. As of April 4, 2015, there was unrecognized compensation expense of $1,109 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 0.84 years. | ||||||||||||||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||||||||||||||
As of April 4, 2015, warrants to purchase 50 shares of common stock were outstanding and exercisable, 30 of which have an exercise price of $2.14 per share and expire on May 5, 2016, and 20 of which have an exercise price of $8.32 per share and expire on April 27, 2017. The warrants were issued in connection with the financial advisory services provided by a consultant to the Company. All warrants became fully vested in fiscal year 2012, and no warrants were exercised during the thirteen weeks ended April 4, 2015. The aggregate intrinsic value of outstanding and exercisable warrants was $0 as of April 4, 2015, which was calculated as the difference between the exercise price of underlying awards and the closing price of the Company’s common stock for warrants that were in-the-money. | ||||||||||||||||||||||||||||||||||||
Share-Based Compensation Expense | ||||||||||||||||||||||||||||||||||||
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: | ||||||||||||||||||||||||||||||||||||
Thirteen Weeks Ended | ||||||||||||||||||||||||||||||||||||
4-Apr-15 | 29-Mar-14 | |||||||||||||||||||||||||||||||||||
Expected life | 5.3 - 5.4 years | 5.3 years | ||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.3% - 1.4% | 1.50% | ||||||||||||||||||||||||||||||||||
Expected volatility | 59.1% - 59.5% | 68.30% | ||||||||||||||||||||||||||||||||||
Expected dividend yield | —% | —% | ||||||||||||||||||||||||||||||||||
Share-based compensation from options, warrants and stock awards, is included in our consolidated statements of comprehensive operations, as follows (in thousands): | ||||||||||||||||||||||||||||||||||||
Thirteen Weeks Ended | ||||||||||||||||||||||||||||||||||||
4-Apr-15 | 29-Mar-14 | |||||||||||||||||||||||||||||||||||
Marketing expense | $ | 92 | $ | 81 | ||||||||||||||||||||||||||||||||
General and administrative expense | 315 | 237 | ||||||||||||||||||||||||||||||||||
Fulfillment expense | 63 | 39 | ||||||||||||||||||||||||||||||||||
Technology expense | 40 | 19 | ||||||||||||||||||||||||||||||||||
Total share-based compensation expense | $ | 510 | $ | 376 | ||||||||||||||||||||||||||||||||
The share-based compensation expense is net of amounts capitalized to internally-developed software of $39 during each of the thirteen weeks ended April 4, 2015 and March 29, 2014. | ||||||||||||||||||||||||||||||||||||
Under ASC 718, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company’s estimated forfeiture rates are calculated based on actual historical forfeitures experienced under our equity plans. The Company’s forfeiture rates were 16% to 34% for stock options for both the thirteen weeks ended April 4, 2015 and March 29, 2014, and the rate for stock awards was 10% to 20% for the thirteen weeks ended April 4, 2015, while no forfeiture rate was applied for thirteen weeks ended March 29, 2014. |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Net Income (Loss) Per Share | Net Income (Loss) Per Share | |||||||
Net income (loss) per share has been computed in accordance with ASC 260 Earnings per Share. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data): | ||||||||
Thirteen Weeks Ended | ||||||||
4-Apr-15 | 29-Mar-14 | |||||||
Net (loss) income per share: | ||||||||
Numerator: | ||||||||
Net (loss) income attributable to U.S. Auto Parts | $ | (60 | ) | $ | 201 | |||
Dividends on Series A Convertible Preferred Stock | 60 | 59 | ||||||
Net (loss) income available to common shares | $ | (120 | ) | $ | 142 | |||
Denominator: | ||||||||
Weighted-average common shares outstanding (basic) | 33,720 | 33,384 | ||||||
Common equivalent shares from common stock options and warrants | — | 774 | ||||||
Weighted-average common shares outstanding (diluted) | 33,720 | 34,158 | ||||||
Basic net (loss) income per share | $ | — | $ | — | ||||
Diluted net (loss) income per share | $ | — | $ | — | ||||
As we incurred a net loss for the thirteen weeks ended April 4, 2015, we have not computed the diluted earnings per share, as the potentially dilutive securities would have an anti-dilutive effect on earnings. For the thirteen weeks ended March 29, 2014, we excluded certain common stock warrants, Series A Convertible Preferred Stock, and stock options from the calculation of diluted income per share as they would have had an anti-dilutive effect on earnings per share. The weighted-average anti-dilutive securities, which are excluded from the calculation of diluted earnings per share, are as follows (in thousands): | ||||||||
Thirteen Weeks Ended | ||||||||
4-Apr-15 | 29-Mar-14 | |||||||
Common stock warrants | 50 | 20 | ||||||
Series A Convertible Preferred Stock | 4,150 | 4,150 | ||||||
Restricted stock units | 905 | — | ||||||
Options to purchase common stock | 5,712 | 3,418 | ||||||
Total | 10,817 | 7,588 | ||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Apr. 04, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
As discussed in “Note 1 – Summary of Significant Accounting Policies and Nature of Operations”, the Company applies the current U.S. GAAP on accounting for uncertain tax positions, which prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has greater than 50 percent likelihood of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. As of April 4, 2015, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. The Company does not anticipate a significant change to the amount of unrecognized tax benefits within the next twelve months. | |
The Company is subject to U.S. federal income tax as well as income tax of foreign and state tax jurisdictions. The tax years 2010-2014 remain open to examination by the major taxing jurisdictions to which the Company is subject, except the Internal Revenue Service for which the tax years 2011-2014 remain open. | |
For the thirteen weeks ended April 4, 2015 and March 29, 2014, the effective tax rate for the Company was 14.1% and 13.7%, respectively. The Company’s effective tax rate for the thirteen weeks ended April 4, 2015 and March 29, 2014 differed from the U.S. federal statutory rate primarily as a result of the recording of valuation allowance against the pre-tax losses. Additionally, for the thirteen weeks ended April 4, 2015 this was offset by the tax benefit resulting from the reduction of excess book basis in the Company’s investment in AutoMD over its tax basis. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |||
Apr. 04, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Facilities Leases | ||||
The Company’s corporate headquarters is located in Carson, California. The Company’s corporate headquarters has an initial lease term of five years through October 2016, and optional renewals through January 2020. The Company also leases warehouse space in Chesapeake, Virginia under an agreement scheduled to expire in June 2016. The Company’s Philippines subsidiary leases office space under an agreement through April 2020. | ||||
Facility rent expense for the thirteen weeks ended April 4, 2015 and March 29, 2014 was $365 and $462, respectively. The Company’s facility rent expense was inclusive of amounts charged from a related party during the thirteen weeks ended March 29, 2014 of $94. | ||||
Minimum lease commitments under non-cancellable operating leases as of April 4, 2015 were as follows (in thousands): | ||||
2015 | $ | 1,134 | ||
2016 | 1,135 | |||
2017 | 393 | |||
2018 | 412 | |||
2019 | 433 | |||
2020 onwards | $ | 184 | ||
Total | $ | 3,691 | ||
As described in detail under “Note 4 - Property and Equipment, Net”, on April 17, 2013 , the Company entered into a sale lease-back transaction with STORE whereby we leased back our facility located in LaSalle, Illinois for our continued use as an office, retail and warehouse facility for storage, sale and distribution of automotive parts, accessories and related items for 20 years commencing upon the execution of the lease and terminating on April 30, 2033. The Base Rent Amount was $853 for the first year, after which the rental amount was increased 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. | ||||
Capital lease commitments as of April 4, 2015 were as follows (in thousands): | ||||
2015 | $ | 759 | ||
2016 | 968 | |||
2017 | 909 | |||
2018 | 915 | |||
2019 | 928 | |||
2020 onwards | 13,791 | |||
Total minimum payments required | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of minimum capital lease payments | $ | 9,473 | ||
Excluded from the financial statements and minimum payments shown above are purchase commitments entered into in March 2015 for certain warehouse equipment for our LaSalle, Illinois facility to be received in July 2015. Such payments total $1,479, and will commence in July 2015 and end in June 2020. | ||||
Legal Matters | ||||
Asbestos. A wholly-owned subsidiary of the Company, Automotive Specialty Accessories and Parts, Inc. and its wholly-owned subsidiary WAG, are named defendants in several lawsuits involving claims for damages caused by installation of brakes during the late 1960’s and early 1970’s that contained asbestos. WAG marketed certain brakes, but did not manufacture any brakes. WAG maintains liability insurance coverage to protect its and the Company’s assets from losses arising from the litigation and coverage is provided on an occurrence rather than a claims made basis, and the Company is not expected to incur significant out-of-pocket costs in connection with this matter that would be material to its consolidated financial statements. | ||||
The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. As of the date hereof, the Company believes that the final disposition of such matters will not have a material adverse effect on the financial position, results of operations or cash flow of the Company. The Company maintains liability insurance coverage to protect the Company’s assets from losses arising out of or involving activities associated with ongoing and normal business operations. |
Employee_Retirement_Plan_and_D
Employee Retirement Plan and Deferred Compensation Plan | 3 Months Ended |
Apr. 04, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Retirement Plan and Deferred Compensation Plan | 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 $70 for both the thirteen weeks ended April 4, 2015 and March 29, 2014. | |
In January 2010, the Company adopted the U.S. Auto Parts Network, Inc. Management Deferred Compensation Plan (the “Deferred Compensation Plan”), for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 90% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan, which is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, is informally funded by the Company through the purchase of Company-owned life insurance policies with the Company (employer) as the owner and beneficiary, in order to preserve the tax-deferred savings advantages of a non-qualified plan. The plan assets are the cash surrender value of the Company-owned life insurance policies and not associated with the deferred compensation liability. The deferred compensation liabilities (consisting of employer contributions, employee deferrals and associated earnings and losses) are general unsecured obligations of the Company. Liabilities under the Deferred Compensation Plan are recorded at amounts due to participants, based on the fair value of participants’ selected investments. The Company may at its discretion contribute certain amounts to eligible employee accounts. In January 2010, the Company began to contribute 50% of the first 2% of participants’ eligible contributions into their Deferred Compensation Plan accounts. In September 2010, the Company established and transferred its ownership to a rabbi trust to hold the Company-owned life insurance policies. As of April 4, 2015, the assets and associated liabilities of the Deferred Compensation Plan were $858 and $686, respectively, and are included in other non-current assets, other current liabilities and other non-current liabilities in our consolidated balance sheets. For the thirteen weeks ended April 4, 2015, the change in the associated liabilities include the employee contributions of $27, the Company contributions of $7 and earnings of $12, offset by distributions of $109. For the thirteen weeks ended March 29, 2014, the associated liabilities primarily include the employee contributions of $37 and the Company contributions of $8 and earnings of $8, offset by distributions and forfeitures of $226. For the thirteen weeks ended April 4, 2015, included in other income, the Company recorded a net loss of $4 for the change in the cash surrender value of the Company-owned life insurance policies. For the thirteen weeks ended March 29, 2014, the Company did not have a change in the cash surrender value of the Company-owned life insurance policies. |
Segment_Information
Segment Information | 3 Months Ended | |||||||||||
Apr. 04, 2015 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Segment Information | Segment information | |||||||||||
As described in Note 1 above, the Company operates in two reportable segments identified as Base USAP, which is the core auto parts business, and AutoMD, an online automotive repair source of which the Company is a majority stockholder. Segment information is prepared on the same basis that our chief executive officer, who is our chief operating decision maker, manages the segments, evaluates financial results, and makes key operating decisions. Management evaluates the performance of its operating segments based on net sales, gross profit and income (loss) from operations. The accounting policies of the operating segments are the same as those described in Note 1. Operating income represents earnings before other income, interest expense and income taxes. The identifiable assets by segment disclosed in this note are those assets specifically identifiable within each segment. | ||||||||||||
Summarized segment information for our continuing operations from the two reportable segments for the periods presented is as follows (in thousands): | ||||||||||||
Base USAP | AutoMD | Consolidated | ||||||||||
Thirteen weeks ended April 4, 2015 | ||||||||||||
Net sales | $ | 76,325 | $ | 63 | $ | 76,388 | ||||||
Gross profit | $ | 21,415 | $ | 63 | $ | 21,478 | ||||||
Operating costs (1) | $ | 20,720 | $ | 776 | $ | 21,496 | ||||||
Income (loss) from operations | $ | 695 | $ | (713 | ) | $ | (18 | ) | ||||
Capital expenditures | $ | 1,966 | $ | 185 | $ | 2,151 | ||||||
Depreciation and amortization | $ | 1,549 | $ | 385 | $ | 1,934 | ||||||
Total assets, net of accumulated depreciation | $ | 76,172 | $ | 7,667 | $ | 83,839 | ||||||
Thirteen weeks ended March 29, 2014 | ||||||||||||
Net sales | $ | 67,949 | $ | 79 | $ | 68,028 | ||||||
Gross profit | $ | 20,622 | $ | 79 | $ | 20,701 | ||||||
Operating costs (1) | $ | 19,645 | $ | 561 | $ | 20,206 | ||||||
Income (loss) from operations | $ | 977 | $ | (482 | ) | $ | 495 | |||||
Capital expenditures | $ | 1,143 | $ | 415 | $ | 1,558 | ||||||
Depreciation and amortization | $ | 1,934 | $ | 434 | $ | 2,368 | ||||||
Total assets, net of accumulated depreciation | $ | 65,986 | $ | 1,946 | $ | 67,932 | ||||||
Fifty-three weeks as of January 3, 2015 | ||||||||||||
Total assets, net of accumulated depreciation | $ | 74,414 | $ | 8,493 | $ | 82,907 | ||||||
-1 | Operating costs for AutoMD primarily consist of depreciation and amortization on fixed assets and personnel costs. Indirect costs are not allocated to AutoMD. |
AutoMD
AutoMD | 3 Months Ended |
Apr. 04, 2015 | |
Noncontrolling Interest [Abstract] | |
AutoMD | AutoMD |
On October 8, 2014, AutoMD entered into a Common Stock Purchase Agreement ("Purchase Agreement") to sell an aggregate of 7,000 shares of AutoMD common stock at a purchase price of $1.00 per share to third-party investors and investors that are affiliated with two of our board members. The Company retained 64.1% of AutoMD's outstanding common stock, and will continue to consolidate AutoMD. | |
In connection with the sale of the shares of AutoMD, the Company recorded an increase to additional paid-in-capital of $2,534. This amount is equal to the increase in the Company’s interest in the net assets of AutoMD, resulting from this sale of common shares ($3,847), less the related deferred tax liability of $1,313. Refer to Note 9 - Income Taxes for additional details. | |
Additionally, pursuant to the terms of the Purchase Agreement, the Company may be required to purchase 2,000 shares of AutoMD common stock at a purchase price of $1.00 per share, with such purchase to be triggered, if applicable, if as of October 8, 2015 and October 8, 2016, AutoMD does not meet a required minimum number of approved auto repair shops submitting a quotation on AutoMD’s website ("Registered Repair Shops"), or separately if at anytime during the two years following the closing date AutoMD fails to meet specified minimum cash balances and minimum numbers of Registered Repair Shops. The Purchase Agreement also limits the use of the $7,000 in proceeds from the sale of AutoMD common stock to only general operating purposes of AutoMD. The Company cannot use or borrow any of the proceeds without the approval of AutoMD's Board of Directors. | |
In addition to the Purchase Agreement, AutoMD entered into an Investor Rights Agreement. In addition to certain demand and piggyback registration rights, the agreement includes restrictions on transfers or dilutive transactions involving AutoMD common stock. Prior to October 8, 2017, the Company shall not transfer shares of AutoMD owned by U.S. Auto Parts or enter into any transaction or arrangement (including, without limitation, any sale, gift, merger or consolidation) that would result in U.S. Auto Parts owning, at any time, less than 50% of the shares of capital stock of the Company without the prior written consent of shareholders. In the event of a proposed transfer or dilutive transaction for which any shareholder does not provide its written consent, in the alternative, upon not less than 30 days prior written notice to such non-consenting party, the Company may elect, at its sole option, to purchase all shares of the AutoMD common stock then owned by any non-consenting shareholder at a purchase price equal to $1.00 per share (as adjusted for any stock combinations, splits, recapitalizations, etc.) plus an annual rate of 10% thereon, compounded annually. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Nature of Operations (Policies) | 3 Months Ended |
Apr. 04, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to U.S. Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position of the Company as of April 4, 2015 and the consolidated results of operations for the thirteen weeks ended April 4, 2015 and March 29, 2014, and cash flows for the thirteen weeks ended April 4, 2015 and March 29, 2014. The Company’s results of operations for the thirteen weeks ended April 4, 2015 are not necessarily indicative of those to be expected for the entire fiscal year. The accompanying consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended January 3, 2015, which was filed with the SEC on March 20, 2015. We refer to our fiscal year ending January 2, 2016 as fiscal year 2015 and our fiscal year ended January 3, 2015 as fiscal year 2014. | |
Fiscal Periods | Fiscal Periods |
The Company’s fiscal year is based on a 52/53 week fiscal year ending on the Saturday closest to December 31. Quarterly periods are based on the thirteen weeks ending on the Saturday closest to the calendar quarter end date except in the case where our fiscal year includes a 53rd week, which was the case for the fiscal quarter ended January 3, 2015 where we had a 14 week fiscal quarter. Our fiscal year 2015 will be 52 weeks ending January 2, 2016. | |
Principles of Consolidation and Non-Controlling Interests | Principles of Consolidation |
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its subsidiary in which it has a controlling interest. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. All inter-company transactions between and among the Company and its consolidated subsidiaries have been eliminated in consolidation. | |
Non-Controlling Interests | |
Non-controlling interests represent equity interests in consolidated subsidiaries that are not attributable, either directly or indirectly, to the Company (i.e., minority interests). Non-controlling interests include the minority equity holders' proportionate share of the equity of AutoMD, Inc. ("AutoMD"). | |
Ownership interests in subsidiaries held by parties other than the Company are presented as non-controlling interests within stockholders' equity, separately from the equity held by the Company. Revenues, expenses, net income (loss) and other comprehensive income (loss) are reported in the consolidated financial statements at the consolidated amounts, which includes amounts attributable to both the Company's interest and the non-controlling interests in AutoMD. Net income (loss) and other comprehensive income (loss) is then attributed to the Company's interest and the non-controlling interests. Net income (loss) to non-controlling interests is deducted from net income (loss) in the consolidated statements of comprehensive operations to determine net income (loss) attributable to the Company's common stockholders. | |
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 investments, valuation of inventory, valuation of deferred tax assets and liabilities, valuation of intangible assets including goodwill 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. | |
Statement of Cash Flows | Statement of Cash Flows |
The net change in the Company’s book overdraft is presented as an operating activity in the consolidated statement of cash flows. The book overdraft represents a credit balance in the Company’s general ledger but the Company has a positive bank account balance. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
The Company considers all money market funds and short-term investments purchased with original maturities of ninety days or less to be cash equivalents. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Financial instruments that are not measured at fair value include accounts receivable, accounts payable and debt. Refer to “ Note 3 - Fair Value Measurements ” for additional fair value information. If the Company’s revolving loan payable (see “Note 6 - 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 at April 4, 2015 and January 3, 2015 due to their short-term maturities. Marketable securities and investments are carried at fair value, as discussed below. Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of our revolving loan payable, classified as current liability in our consolidated balance sheet, approximates its carrying amount because the interest rate is variable. | |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk |
Accounts receivable are stated net of allowance for doubtful accounts. The allowance for doubtful accounts is determined primarily on the basis of past collection experience and general economic conditions. The Company determines terms and conditions for its customers primarily based on the volume purchased by the customer, customer creditworthiness and past transaction history. | |
Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. | |
Investments | Investments |
Investments are comprised of closed-end funds primarily invested in mutual funds that hold government bonds and stock and short-term money market funds. Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. | |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment |
All of the Company’s marketable securities and investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market value. | |
Inventory | Inventory |
Inventories consist of finished goods available-for-sale and are stated at the lower of cost or market value, determined using the first-in first-out (“FIFO”) method. The Company purchases inventory from suppliers both domestically and internationally, and routinely enters into supply agreements with U.S.–based suppliers and its primary drop-ship vendors. The Company believes that its products are generally available from more than one supplier and seeks to maintain multiple sources for its products, both internationally and domestically. The Company primarily purchases products in bulk quantities to take advantage of quantity discounts and to ensure inventory availability. Inventory is reported at the lower of cost or market, adjusted for slow moving, obsolete or scrap product. | |
Website and Software Development Costs | Website and Software Development Costs |
The Company capitalizes certain costs associated with website and software developed for internal use according to ASC 350-50 Intangibles – Goodwill and Other – Website Development Costs and ASC 350-40 Intangibles – Goodwill and Other – Internal-Use Software, when both the preliminary project design and testing stage are completed and management has authorized further funding for the project, which it deems probable of completion and to be used for the function intended. Capitalized costs include amounts directly related to website and software development such as payroll and payroll-related costs for employees who are directly associated with, and who devote time to, the internal-use software project. Capitalization of such costs ceases when the project is substantially complete and ready for its intended use. These amounts are amortized on a straight-line basis over two to three years once the software is placed into service. | |
Long-Lived Assets and Intangibles Subject to Amortization | Long-Lived Assets and Intangibles Subject to Amortization |
The Company accounts for the impairment and disposition of long-lived assets, including intangibles subject to amortization, in accordance with ASC 360 Property, Plant and Equipment (“ASC 360”). Management assesses potential impairments whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss will result when the carrying value exceeds the undiscounted cash flows estimated to result from the use and eventual disposition of the asset or asset group. Impairment losses will be recognized in operating results to the extent that the carrying value exceeds the discounted future cash flows estimated to result from the use and eventual disposition of the asset or asset group. The Company continually uses judgment when applying these impairment rules to determine the timing of the impairment tests, undiscounted cash flows used to assess impairments, and the fair value of a potentially impaired asset or asset group. The reasonableness of our judgments could significantly affect the carrying value of our long-lived assets. | |
Deferred Catalog Expenses | Deferred Catalog Expenses |
Deferred catalog expenses consist of third-party direct costs including creative design, paper, printing, postage and mailing costs for all Company direct response catalogs. Such costs are capitalized as deferred catalog expenses and are amortized over their expected future benefit period. Each catalog is fully amortized within nine months. | |
Deferred Financing Costs | Deferred Financing Costs |
Deferred financing costs are being amortized over the life of the Company's revolving 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: persuasive evidence of an arrangement exists, both title and risk of loss or damage have transferred, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. The Company retains the risk of loss or damage during transit, therefore, revenue from product sales is recognized at the delivery date to customers. Return allowances, which reduce product revenue by the Company’s best estimate of expected product returns, are estimated using historical experience. | |
Revenue from sales of advertising is recorded when performance requirements of the related advertising program agreement are met. | |
The Company evaluates the criteria of ASC 605-45 Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is the primary party obligated in a transaction, the Company is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenue is recorded at gross. | |
Payments received prior to the delivery of goods to customers are recorded as deferred revenue. | |
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction. | |
Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Credits are issued to customers for returned products. | |
Cost of Sales | Cost of Sales |
Cost of sales consists of the direct costs associated with procuring parts from suppliers and delivering products to customers. These costs include direct product costs, outbound freight and shipping costs, warehouse supplies and warranty costs, partially offset by purchase discounts and cooperative advertising. Depreciation and amortization expenses are excluded from cost of sales and included in marketing, general and administrative and fulfillment expenses as noted below. | |
Warranty Costs | Warranty Costs |
The Company or the vendors supplying its products provide the Company’s customers limited warranties on certain products that range from 30 days to lifetime. In most cases, the Company’s vendors are the party primarily responsible for warranty claims. Standard product warranties sold separately by the Company are recorded as deferred revenue and recognized ratably over the life of the warranty, ranging from one to five years. The Company also offers extended warranties that are imbedded in the price of selected private label products we sell. The product brands that include the extended warranty coverage are offered at three different service levels: (a) a five year unlimited product replacement, (b) a five year one-time product replacement, and (c) a three year one-time product replacement. Warranty costs relating to merchandise sold under warranty not covered by vendors are estimated and recorded as warranty obligations at the time of sale based on each product’s historical return rate and historical warranty cost. The standard and extended warranty obligations are recorded as warranty liabilities and included in other current liabilities in the Consolidated Balance Sheets. | |
Marketing Expense | Marketing Expense |
Marketing expense consists of online advertising spend, internet commerce facilitator fees and other advertising costs, as well as payroll and related expenses associated with our marketing catalog, customer service and sales personnel and are expensed as incurred. These costs are generally variable and are typically a function of net sales. Marketing expense also includes depreciation and amortization expense and share-based compensation expense. The majority of advertising expense is paid to internet search engine service providers and internet commerce facilitators. | |
General and Administrative Expense | General and Administrative Expense |
General and administrative expense consists primarily of administrative payroll and related expenses, merchant processing fees, legal and professional fees and other administrative costs. General and administrative expense also includes depreciation and amortization expense and share-based compensation expense. | |
Fulfillment Expense | Fulfillment Expense |
Fulfillment expense consists primarily of payroll and related costs associated with warehouse employees and the Company’s purchasing group, facilities rent, building maintenance, depreciation and other costs associated with inventory management and wholesale operations. Fulfillment expense also includes share-based compensation expense. | |
Technology Expense | Technology Expense |
Technology expense consists primarily of payroll and related expenses of our information technology personnel, the cost of hosting the Company’s servers, communications expenses and Internet connectivity costs, computer support and software development amortization expense. Technology expense also includes share-based compensation expense. | |
Amortization of Intangible Assets | Amortization of Intangible Assets. |
Amortization of intangibles consists of the amortization expense associated with our definite-lived intangible assets. | |
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 that meets certain requirements, and is recognized over the vesting period of three to four years. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payment awards for such stock options, which is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. | |
The Company incorporates its own historical volatility into the grant-date fair value calculations for the stock options. The expected term of an award is based on combining historical exercise data with expected weighted time outstanding. Expected weighted time outstanding is calculated by assuming the settlement of outstanding awards is at the midpoint between the remaining weighted average vesting date and the expiration date. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of awards. The dividend yield assumption is based on the Company’s expectation of paying no dividends on its common stock. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures significantly differ from those estimates. The Company considers many factors when estimating expected forfeitures, including employee class, economic environment, and historical experience. | |
The Company accounts for equity instruments issued in exchange for the receipt of services from non-employee directors in accordance with the provisions of ASC 718. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505-50 Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. Equity instruments awarded to non-employees are periodically re-measured as the underlying awards vest unless the instruments are fully vested, immediately exercisable and non-forfeitable on the date of grant. | |
The Company accounts for modifications to its share-based payment awards in accordance with the provisions of ASC 718. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date, and is recognized as compensation cost on the date of modification (for vested awards) or over the remaining service (vesting) period (for unvested awards). Any unrecognized compensation cost remaining from the original award is recognized over the vesting period of the modified award. | |
Other Income, net | Other Income, net |
Other income, net consists of miscellaneous income or expense such as gains/losses from disposition of assets, and interest income comprised primarily of interest income on investments. | |
Interest Expense | Interest Expense |
Interest expense consists primarily of interest expense on our outstanding loan balance, deferred financing cost amortization, and capital lease interest. | |
Income Taxes | Income Taxes |
The Company accounts for income taxes in accordance with ASC 740 Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When appropriate, a valuation allowance is established to reduce deferred tax assets, which include tax credits and loss carry forwards, to the amount that is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years, tax planning strategies and recent financial operations. | |
The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. During the periods presented, the Company had no material unrecognized tax benefits, interest or penalties related to federal and state income tax matters. The Company’s policy is to record interest and penalties as income tax expense. | |
Taxes Collected from Customers and Remitted to Governmental Authorities | Taxes Collected from Customers and Remitted to Governmental Authorities |
We present taxes collected from customers and remitted to governmental authorities on a net basis in accordance with the guidance on ASC 605-45-50-3 Taxes Collected from Customers and Remitted to Governmental Authorities. | |
Leases | Leases |
The Company analyzes lease agreements for operating versus capital lease treatment in accordance with ASC 840 Leases. Rent expense for leases designated as operating leases is expensed on a straight-line basis over the term of the lease. For capital leases, the present value of future minimum lease payments at the inception of the lease is reflected as a capital lease asset and a capital lease payable in the consolidated balance sheets. Amounts due within one year are classified as current liabilities and the remaining balance as non-current liabilities. | |
Foreign Currency Translation | Foreign Currency Translation |
For each of the Company’s foreign subsidiaries, the functional currency is its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates. The effects of the foreign currency translation adjustments are included as a component of accumulated other comprehensive income or loss in the Company’s consolidated balance sheets. | |
Comprehensive Income | Comprehensive Income |
The Company reports comprehensive income or loss in accordance with ASC 220 Comprehensive Income. Accumulated other comprehensive income or loss, included in the Company’s consolidated balance sheets, includes foreign currency translation adjustments related to the Company’s foreign operations and unrealized holding gains and losses from available-for-sale investments. The Company presents the components of net income (loss) and other comprehensive income (loss), in its consolidated statements of comprehensive operations. | |
Segment Data | Segment Data |
The Company operates in two reportable operating segments. The criteria the Company uses to identify operating segments are primarily the nature of the products we sell or services we provide and the consolidated operating results that are regularly reviewed by our chief operating decision maker to assess performance and make operating decisions. We identified two reportable operating segments, the core auto parts business ("Base USAP"), and AutoMD, an online automotive repair source, in accordance with ASC 280 Segment Reporting (“ASC 280”). | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-9, “Revenue from Contracts with Customers,” (“ASU 2014-9”) which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for fiscal years beginning after December 15, 2016. On April 1, 2015 the FASB agreed to propose the standard take effect for reporting periods beginning after December 15, 2017 and early adoption would be permitted for public companies for reporting periods beginning after December 15, 2016. Early application is not permitted under the current standard. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-9 will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has the effect of the standard on ongoing financial reporting been determined. | |
On August 27, 2014, the FASB issued ASU 2014-15 "Presentation of Financial Statements—Going Concern," ("ASU 2014-15") which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The Company is evaluating the impact the adoption of ASU 2014-15 will have on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Nature of Operations (Tables) | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Aggregate Warranty Liabilities | For the thirteen weeks ended April 4, 2015 and March 29, 2014, the activity in our aggregate warranty liabilities was as follows (in thousands): | |||||||
4-Apr-15 | 29-Mar-14 | |||||||
Warranty liabilities, beginning of period | $ | 218 | $ | 297 | ||||
Adjustments to preexisting warranty liabilities | (4 | ) | — | |||||
Additions to warranty liabilities | 21 | 38 | ||||||
Reductions to warranty liabilities | (10 | ) | (23 | ) | ||||
Warranty liabilities, end of period | $ | 225 | $ | 312 | ||||
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||||
Apr. 04, 2015 | ||||||||||||||||
Investments Schedule [Abstract] | ||||||||||||||||
Investments, Recorded at Fair Value | As of April 4, 2015, the Company held the following investments, recorded at fair value (in thousands): | |||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 66 | $ | — | $ | — | $ | 66 | ||||||||
As of January 3, 2015, the Company held the following investments, recorded at fair value (in thousands): | ||||||||||||||||
Amortized | Unrealized | Fair Value | ||||||||||||||
Cost | Gains | Losses | ||||||||||||||
Mutual funds (1) | $ | 62 | $ | — | $ | — | $ | 62 | ||||||||
-1 | Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||
Financial Assets Measured at Fair Value on Recurring Basis | The following table represents our fair value hierarchy and the valuation techniques used for financial assets measured at fair value on a recurring basis (in thousands): | |||||||||||||||||
As of April 4, 2015 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 7,917 | $ | 7,917 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 66 | 66 | — | — | (a) | |||||||||||||
$ | 7,983 | $ | 7,983 | $ | — | $ | — | |||||||||||
As of January 3, 2015 | ||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | Valuation | ||||||||||||||
Techniques | ||||||||||||||||||
Assets: | ||||||||||||||||||
Cash and cash equivalents (1) | $ | 7,653 | $ | 7,653 | $ | — | $ | — | (a) | |||||||||
Investments – mutual funds (2) | 62 | 62 | — | — | (a) | |||||||||||||
$ | 7,715 | $ | 7,715 | $ | — | $ | — | |||||||||||
-1 | Cash equivalents consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase, for which the Company determines fair value through quoted market prices. | |||||||||||||||||
-2 | Investments consist of mutual funds, classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Summary of Property and Equipment | Property and equipment consisted of the following at April 4, 2015 and January 3, 2015 (in thousands): | |||||||
4-Apr-15 | 3-Jan-15 | |||||||
Land | $ | 630 | $ | 630 | ||||
Building | 8,877 | 8,877 | ||||||
Machinery and equipment | 10,274 | 9,799 | ||||||
Computer software (purchased and developed) and equipment | 45,984 | 45,170 | ||||||
Vehicles | 138 | 136 | ||||||
Leasehold improvements | 1,762 | 1,761 | ||||||
Furniture and fixtures | 1,173 | 1,036 | ||||||
Construction in process | 1,681 | 1,904 | ||||||
70,519 | 69,313 | |||||||
Less accumulated depreciation, amortization and impairment | (53,829 | ) | (52,347 | ) | ||||
Property and equipment, net | $ | 16,690 | $ | 16,966 | ||||
Intangible_Assets_Net_Tables
Intangible Assets, Net (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Summary of Intangible Assets | Intangible assets consisted of the following at April 4, 2015 and January 3, 2015 (in thousands): | |||||||||||||||||||||||||
4-Apr-15 | 3-Jan-15 | |||||||||||||||||||||||||
Useful Life | Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amort. and | Carrying | Carrying | Amort. and | Carrying | |||||||||||||||||||||
Amount | Impairment | Amount | Amount | Impairment | Amount | |||||||||||||||||||||
Intangible assets subject to amortization: | ||||||||||||||||||||||||||
Product design intellectual property | 4 years | $ | 2,750 | $ | (2,167 | ) | $ | 583 | $ | 2,750 | $ | (2,102 | ) | $ | 648 | |||||||||||
Patent license agreements | 3 - 5 years | 562 | (125 | ) | $ | 437 | 537 | (94 | ) | $ | 443 | |||||||||||||||
Domain and trade names | 10 years | 1,199 | (602 | ) | $ | 597 | 1,199 | (583 | ) | $ | 616 | |||||||||||||||
Total | $ | 4,511 | $ | (2,894 | ) | $ | 1,617 | $ | 4,486 | $ | (2,779 | ) | $ | 1,707 | ||||||||||||
Summary of Future Estimated Annual Amortization Expense | The following table summarizes the future estimated annual amortization expense for these assets over the next five years: | |||||||||||||||||||||||||
2015 | $ | 348 | ||||||||||||||||||||||||
2016 | 463 | |||||||||||||||||||||||||
2017 | 326 | |||||||||||||||||||||||||
2018 | 167 | |||||||||||||||||||||||||
2019 | 82 | |||||||||||||||||||||||||
Thereafter | 231 | |||||||||||||||||||||||||
Total | $ | 1,617 | ||||||||||||||||||||||||
Borrowings_Tables
Borrowings (Tables) | 3 Months Ended | |||
Apr. 04, 2015 | ||||
Debt Disclosure [Abstract] | ||||
Present Value of Net Minimum Payments on Capital Leases | The present value of the net minimum payments on capital leases as of April 4, 2015 was as follows (in thousands): | |||
Total minimum lease payments | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of net minimum lease payments | 9,473 | |||
Current portion of capital leases payable | (276 | ) | ||
Capital leases payable, net of current portion | $ | 9,197 | ||
Capital lease commitments as of April 4, 2015 were as follows (in thousands): | ||||
2015 | $ | 759 | ||
2016 | 968 | |||
2017 | 909 | |||
2018 | 915 | |||
2019 | 928 | |||
2020 onwards | 13,791 | |||
Total minimum payments required | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of minimum capital lease payments | $ | 9,473 | ||
Stockholders_Equity_and_ShareB1
Stockholders' Equity and Share-Based Compensation (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||
Apr. 04, 2015 | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||
Schedule of Changes in Company's Ownership Interest | The table below presents the changes in the Company's ownership interest in AutoMD on the Company's equity: | |||||||||||||||||||||||||||||||||||
Common stock amount | Preferred stock amount | Additional | Common | Accumulated | Accumulated Deficit | Total | Noncontrolling Interest | Total | ||||||||||||||||||||||||||||
Paid-in- | Stock | Other | Stockholders’ | |||||||||||||||||||||||||||||||||
Capital | Dividend | Comprehensive | Equity | |||||||||||||||||||||||||||||||||
Distributable | Income (Loss) | |||||||||||||||||||||||||||||||||||
Balance, January 3, 2015 | $ | 33 | $ | 4 | $ | 174,369 | $ | — | $ | 360 | $ | (155,489 | ) | $ | 19,277 | $ | 2,946 | $ | 22,223 | |||||||||||||||||
Net loss | — | — | — | — | — | (60 | ) | (60 | ) | (256 | ) | (316 | ) | |||||||||||||||||||||||
Issuance of shares in connection with stock option exercise | — | — | 13 | — | — | — | 13 | — | 13 | |||||||||||||||||||||||||||
Statutory tax withholding on RSUs | 1 | — | (359 | ) | — | — | — | (358 | ) | — | (358 | ) | ||||||||||||||||||||||||
Statutory tax withholding on options exercised | — | — | (80 | ) | — | — | — | (80 | ) | — | (80 | ) | ||||||||||||||||||||||||
Share-based compensation | — | — | 549 | — | — | — | 549 | — | 549 | |||||||||||||||||||||||||||
Issuance of shares related to dividends on preferred stock | — | — | 60 | (60 | ) | — | — | — | — | — | ||||||||||||||||||||||||||
Common stock dividend distributable on Series A Preferred Stock | — | — | — | 60 | — | (60 | ) | — | — | — | ||||||||||||||||||||||||||
Effect of changes in foreign currencies | — | — | — | — | (10 | ) | — | (10 | ) | — | (10 | ) | ||||||||||||||||||||||||
Balance, April 4, 2015 | $ | 34 | $ | 4 | $ | 174,552 | $ | — | $ | 350 | $ | (155,609 | ) | $ | 19,331 | $ | 2,690 | $ | 22,021 | |||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the thirteen weeks ended April 4, 2015, and details regarding the options outstanding and exercisable at April 4, 2015: | |||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
(in thousands) | Average | Remaining | Intrinsic Value (1) | |||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Options outstanding, January 3, 2015 | 5,281 | $2.85 | ||||||||||||||||||||||||||||||||||
Granted | 905 | $2.25 | ||||||||||||||||||||||||||||||||||
Exercised | (142 | ) | $1.44 | |||||||||||||||||||||||||||||||||
Expired | (15 | ) | $3.75 | |||||||||||||||||||||||||||||||||
Forfeited | (27 | ) | $2.51 | |||||||||||||||||||||||||||||||||
Options outstanding, April 4, 2015 | 6,002 | $2.79 | 6.54 | $ | 1,499 | |||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 5,205 | $2.90 | 6.14 | $ | 1,317 | |||||||||||||||||||||||||||||||
Options exercisable, April 4, 2015 | 3,590 | $3.27 | 4.87 | $ | 847 | |||||||||||||||||||||||||||||||
-1 | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on April 4, 2015 as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price. | |||||||||||||||||||||||||||||||||||
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit ("RSU") activity for the thirteen weeks ended April 4, 2015, and details regarding the awards outstanding and exercisable at April 4, 2015 (in thousands): | |||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Awards outstanding, January 3, 2015 | 880 | $ | — | |||||||||||||||||||||||||||||||||
Awarded | 399 | $ | — | |||||||||||||||||||||||||||||||||
Vested | (398 | ) | $ | — | ||||||||||||||||||||||||||||||||
Forfeited | (16 | ) | $ | — | ||||||||||||||||||||||||||||||||
Awards outstanding, April 4, 2015 | 865 | $ | — | 0.84 | $ | 1,825 | ||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 785 | $ | — | 0.83 | $ | 1,657 | ||||||||||||||||||||||||||||||
Summary of Assumptions Used for Fair Value of Options | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for each of the periods ended: | |||||||||||||||||||||||||||||||||||
Thirteen Weeks Ended | ||||||||||||||||||||||||||||||||||||
4-Apr-15 | 29-Mar-14 | |||||||||||||||||||||||||||||||||||
Expected life | 5.3 - 5.4 years | 5.3 years | ||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.3% - 1.4% | 1.50% | ||||||||||||||||||||||||||||||||||
Expected volatility | 59.1% - 59.5% | 68.30% | ||||||||||||||||||||||||||||||||||
Expected dividend yield | —% | —% | ||||||||||||||||||||||||||||||||||
Summary of Share-based Compensation from Options, Warrants and Stock Awards | Share-based compensation from options, warrants and stock awards, is included in our consolidated statements of comprehensive operations, as follows (in thousands): | |||||||||||||||||||||||||||||||||||
Thirteen Weeks Ended | ||||||||||||||||||||||||||||||||||||
4-Apr-15 | 29-Mar-14 | |||||||||||||||||||||||||||||||||||
Marketing expense | $ | 92 | $ | 81 | ||||||||||||||||||||||||||||||||
General and administrative expense | 315 | 237 | ||||||||||||||||||||||||||||||||||
Fulfillment expense | 63 | 39 | ||||||||||||||||||||||||||||||||||
Technology expense | 40 | 19 | ||||||||||||||||||||||||||||||||||
Total share-based compensation expense | $ | 510 | $ | 376 | ||||||||||||||||||||||||||||||||
AutoMD | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity under the AMD Plan for the thirteen weeks ended April 4, 2015, and details regarding the options outstanding and exercisable at April 4, 2015: | |||||||||||||||||||||||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||||||||||||||||||||||||
(in thousands) | Average | Remaining | Intrinsic Value | |||||||||||||||||||||||||||||||||
Exercise Price | Contractual | |||||||||||||||||||||||||||||||||||
Term (in years) | ||||||||||||||||||||||||||||||||||||
Options outstanding, January 3, 2015 | 180 | $1.00 | ||||||||||||||||||||||||||||||||||
Granted | 990 | $1.00 | ||||||||||||||||||||||||||||||||||
Exercised | — | — | ||||||||||||||||||||||||||||||||||
Expired | — | — | ||||||||||||||||||||||||||||||||||
Forfeited | — | — | ||||||||||||||||||||||||||||||||||
Options outstanding, April 4, 2015 | 1,170 | $1.00 | 9.8 | $ | — | |||||||||||||||||||||||||||||||
Vested and expected to vest at April 4, 2015 | 870 | $1.00 | 9.81 | $ | — | |||||||||||||||||||||||||||||||
Options exercisable, April 4, 2015 | — | — | 0 | $ | — | |||||||||||||||||||||||||||||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data): | |||||||
Thirteen Weeks Ended | ||||||||
4-Apr-15 | 29-Mar-14 | |||||||
Net (loss) income per share: | ||||||||
Numerator: | ||||||||
Net (loss) income attributable to U.S. Auto Parts | $ | (60 | ) | $ | 201 | |||
Dividends on Series A Convertible Preferred Stock | 60 | 59 | ||||||
Net (loss) income available to common shares | $ | (120 | ) | $ | 142 | |||
Denominator: | ||||||||
Weighted-average common shares outstanding (basic) | 33,720 | 33,384 | ||||||
Common equivalent shares from common stock options and warrants | — | 774 | ||||||
Weighted-average common shares outstanding (diluted) | 33,720 | 34,158 | ||||||
Basic net (loss) income per share | $ | — | $ | — | ||||
Diluted net (loss) income per share | $ | — | $ | — | ||||
Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share | The weighted-average anti-dilutive securities, which are excluded from the calculation of diluted earnings per share, are as follows (in thousands): | |||||||
Thirteen Weeks Ended | ||||||||
4-Apr-15 | 29-Mar-14 | |||||||
Common stock warrants | 50 | 20 | ||||||
Series A Convertible Preferred Stock | 4,150 | 4,150 | ||||||
Restricted stock units | 905 | — | ||||||
Options to purchase common stock | 5,712 | 3,418 | ||||||
Total | 10,817 | 7,588 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | |||
Apr. 04, 2015 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Summary of Future Minimum Lease Payments under Non-Cancellable Operating Leases | Minimum lease commitments under non-cancellable operating leases as of April 4, 2015 were as follows (in thousands): | |||
2015 | $ | 1,134 | ||
2016 | 1,135 | |||
2017 | 393 | |||
2018 | 412 | |||
2019 | 433 | |||
2020 onwards | $ | 184 | ||
Total | $ | 3,691 | ||
Summary of Capital Lease Commitments | The present value of the net minimum payments on capital leases as of April 4, 2015 was as follows (in thousands): | |||
Total minimum lease payments | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of net minimum lease payments | 9,473 | |||
Current portion of capital leases payable | (276 | ) | ||
Capital leases payable, net of current portion | $ | 9,197 | ||
Capital lease commitments as of April 4, 2015 were as follows (in thousands): | ||||
2015 | $ | 759 | ||
2016 | 968 | |||
2017 | 909 | |||
2018 | 915 | |||
2019 | 928 | |||
2020 onwards | 13,791 | |||
Total minimum payments required | 18,270 | |||
Less amount representing interest | (8,797 | ) | ||
Present value of minimum capital lease payments | $ | 9,473 | ||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | |||||||||||
Apr. 04, 2015 | ||||||||||||
Segment Reporting [Abstract] | ||||||||||||
Summarized Segment Information | Summarized segment information for our continuing operations from the two reportable segments for the periods presented is as follows (in thousands): | |||||||||||
Base USAP | AutoMD | Consolidated | ||||||||||
Thirteen weeks ended April 4, 2015 | ||||||||||||
Net sales | $ | 76,325 | $ | 63 | $ | 76,388 | ||||||
Gross profit | $ | 21,415 | $ | 63 | $ | 21,478 | ||||||
Operating costs (1) | $ | 20,720 | $ | 776 | $ | 21,496 | ||||||
Income (loss) from operations | $ | 695 | $ | (713 | ) | $ | (18 | ) | ||||
Capital expenditures | $ | 1,966 | $ | 185 | $ | 2,151 | ||||||
Depreciation and amortization | $ | 1,549 | $ | 385 | $ | 1,934 | ||||||
Total assets, net of accumulated depreciation | $ | 76,172 | $ | 7,667 | $ | 83,839 | ||||||
Thirteen weeks ended March 29, 2014 | ||||||||||||
Net sales | $ | 67,949 | $ | 79 | $ | 68,028 | ||||||
Gross profit | $ | 20,622 | $ | 79 | $ | 20,701 | ||||||
Operating costs (1) | $ | 19,645 | $ | 561 | $ | 20,206 | ||||||
Income (loss) from operations | $ | 977 | $ | (482 | ) | $ | 495 | |||||
Capital expenditures | $ | 1,143 | $ | 415 | $ | 1,558 | ||||||
Depreciation and amortization | $ | 1,934 | $ | 434 | $ | 2,368 | ||||||
Total assets, net of accumulated depreciation | $ | 65,986 | $ | 1,946 | $ | 67,932 | ||||||
Fifty-three weeks as of January 3, 2015 | ||||||||||||
Total assets, net of accumulated depreciation | $ | 74,414 | $ | 8,493 | $ | 82,907 | ||||||
-1 | Operating costs for AutoMD primarily consist of depreciation and amortization on fixed assets and personnel costs. Indirect costs are not allocated to AutoMD. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies and Nature of Operations - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
Apr. 04, 2015 | Mar. 29, 2014 | Oct. 08, 2014 | Jan. 03, 2015 | |
warranty_service_level | ||||
segment | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Net (loss) income attributable to U.S. Auto Parts stockholders' | ($60,000) | $201,000 | ||
Other than temporary impairment charges on investments | 0 | 0 | ||
Inventory | 48,347,000 | 48,362,000 | 48,362,000 | |
Inventory in-transit | 10,669,000 | 12,155,000 | ||
Catalog amortization period | 9 months | |||
Warranty coverage period | 30 days | |||
Standard product warranty useful life, minimum | 1 year | |||
Standard product warranty useful life, maximum | 5 years | |||
Number of warranty service levels | 3 | |||
Five year unlimited product replacement, coverage period | 5 years | |||
Five year one-time product replacement period, coverage period | 5 years | |||
Three year one-time product replacement period, coverage period | 3 years | |||
Advertising costs | 4,977,000 | 4,390,000 | ||
Number of reportable segments | 2 | |||
Minimum | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Stock option, vesting period | 3 years | |||
Minimum | Website and Software Development | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Useful life | 2 years | |||
Maximum | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Stock option, vesting period | 4 years | |||
Maximum | Website and Software Development | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Useful life | 3 years | |||
AutoMD | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Number of subsidiary shares issued | 7,000,000 | |||
Percentage ownership after sale of shares | 64.10% | |||
Percentage ownership by noncontrolling owners | 35.90% | |||
Other Current Assets | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Deferred catalog expenses | $516,000 | $590,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies and Nature of Operations - Aggregate Warranty Liabilities (Detail) (Other Current Liabilities, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Other Current Liabilities | ||
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Warranty liabilities, beginning of period | $218 | $297 |
Adjustments to preexisting warranty liabilities | -4 | 0 |
Additions to warranty liabilities | 21 | 38 |
Reductions to warranty liabilities | -10 | -23 |
Warranty liabilities, end of period | $225 | $312 |
Investments_Investments_Record
Investments - Investments, Recorded at Fair Value (Detail) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 | ||
In Thousands, unless otherwise specified | ||||
Available-for-sale Securities, Amortized Cost Basis [Abstract] | ||||
Amortized Cost | $66 | [1] | $62 | [1] |
Unrealized Gains | 0 | [1] | 0 | [1] |
Unrealized Losses | 0 | [1] | 0 | [1] |
Fair Value | $66 | [1] | $62 | [1] |
[1] | Mutual funds are classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 3 Months Ended | |
Apr. 04, 2015 | Mar. 29, 2014 | |
Investments Schedule [Abstract] | ||
Sale of available-for-sale securities | $0 | $0 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Detail) (Recurring, USD $) | Apr. 04, 2015 | Jan. 03, 2015 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total fair value of financial assets | $7,983 | $7,715 | ||
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total fair value of financial assets | 7,983 | 7,715 | ||
Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total fair value of financial assets | 0 | 0 | ||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total fair value of financial assets | 0 | 0 | ||
Market Approach Valuation | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 7,917 | [1] | 7,653 | [1] |
Short-term investments | 66 | [2] | 62 | [2] |
Market Approach Valuation | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 7,917 | [1] | 7,653 | [1] |
Short-term investments | 66 | [2] | 62 | [2] |
Market Approach Valuation | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Short-term investments | 0 | [2] | 0 | [2] |
Market Approach Valuation | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Short-term investments | $0 | [2] | $0 | [2] |
[1] | Cash equivalents consist primarily of money market funds and short-term investments with original maturity dates of three months or less at the date of purchase, for which the Company determines fair value through quoted market prices. | |||
[2] | Investments consist of mutual funds, classified as short-term investments available-for-sale and recorded at fair market value, based on quoted prices of identical assets that are trading in active markets as of the end of the period for which the values are determined. |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | Apr. 17, 2013 | Jan. 03, 2015 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $1,934 | $2,368 | ||
Property and equipment, gross carrying value | 70,519 | 69,313 | ||
Property and equipment, accumulated depreciation | 53,829 | 52,347 | ||
Property and equipment, net | 16,690 | 16,966 | ||
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 lease back | 376 | |||
Estimated useful life of property and equipment | 20 years | |||
Property and equipment, gross carrying value | 9,964 | |||
Property and equipment, accumulated depreciation | 1,239 | |||
Property and equipment, net | 8,725 | |||
Philippines | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | 192 | 244 | ||
LaSalle, Illinois Facility | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization expense for capital leased assets | $911 | $436 |
Property_and_Equipment_Net_Sum
Property and Equipment, Net - Summary of Property and Equipment (Detail) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $70,519 | $69,313 |
Less accumulated depreciation, amortization and impairment | -53,829 | -52,347 |
Property and equipment, net | 16,690 | 16,966 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 630 | 630 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,877 | 8,877 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,274 | 9,799 |
Computer software (purchased and developed) and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 45,984 | 45,170 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 138 | 136 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,762 | 1,761 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,173 | 1,036 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $1,681 | $1,904 |
Intangible_Assets_Net_Summary_
Intangible Assets, Net - Summary of Intangible Assets (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Jan. 03, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $4,511 | $4,486 |
Accumulated Amort. and Impairment | -2,894 | -2,779 |
Net Carrying Amount | 1,617 | 1,707 |
Product design intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 4 years | |
Gross Carrying Amount | 2,750 | 2,750 |
Accumulated Amort. and Impairment | -2,167 | -2,102 |
Net Carrying Amount | 583 | 648 |
Patent license agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 562 | 537 |
Accumulated Amort. and Impairment | -125 | -94 |
Net Carrying Amount | 437 | 443 |
Domain and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Gross Carrying Amount | 1,199 | 1,199 |
Accumulated Amort. and Impairment | -602 | -583 |
Net Carrying Amount | $597 | $616 |
Minimum | Patent license agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Maximum | Patent license agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years |
Intangible_Assets_Net_Addition
Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense relating to intangibles assets | $115 | $84 |
Intangible_Assets_Net_Summary_1
Intangible Assets, Net - Summary of Future Estimated Annual Amortization Expense (Detail) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2015 | $348 | |
2016 | 463 | |
2017 | 326 | |
2018 | 167 | |
2019 | 82 | |
Thereafter | 231 | |
Net Carrying Amount | $1,617 | $1,707 |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 6 Months Ended | 18 Months Ended | ||||
Apr. 04, 2015 | Jul. 01, 2016 | Jan. 03, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Jan. 03, 2015 | Mar. 24, 2015 | Mar. 23, 2015 | |
Line of Credit Facility [Line Items] | ||||||||
Revolving loan payable | $9,485,000 | $11,022,000 | ||||||
Principal payments due | 0 | |||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Number of consecutive days excess availability is above required amount | 45 days | |||||||
Event of default amount | 0 | |||||||
Jp Morgan Chase Bank | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 23,318,000 | |||||||
Maximum revolving commitment upon fulfillment of certain conditions | 40,000,000 | |||||||
Line of credit facility maturity date | 26-Apr-17 | |||||||
Revolving loan payable | 9,485,000 | |||||||
Aggregate principal amount of indebtedness permitted related to capital leases | 1,500,000 | 1,000,000 | ||||||
Unused credit commitment fee | 0.25% | |||||||
Minimum availability required trigger amount (if less than) | 4,000,000 | |||||||
Cash dominion period exit amount of excess availability | 4,000,000 | |||||||
Excess availability under credit facility | 10,833,000 | |||||||
Early repayment premium percentage | 0.50% | |||||||
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/ Applicable margin for alternate based rate | 2.25% | |||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 2.44% | |||||||
LIBOR based interest rate, principal | 9,485,000 | |||||||
Base Rate | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 3.50% | |||||||
Prime based rate, principal | 0 | |||||||
Base Rate | Jp Morgan Chase Bank | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin for LIBOR-based interest rate/ Applicable margin for alternate based rate | 0.25% | |||||||
Scenario, Forecast | Jp Morgan Chase Bank | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Decrease to the applicable margin (up to) | 0.50% | |||||||
Minimum availability required trigger amount (if less than) | 2,000,000 | |||||||
Limited security by foreign subsidiaries capital stock percentage | 65.00% | |||||||
Premium required | 0 | |||||||
Minimum availability required under availability block | $2,000,000 | |||||||
Minimum fixed charge ratio if less than minimum excess availability | 1 |
Borrowings_Present_Value_of_Ne
Borrowings - Present Value of Net Minimum Payments on Capital Leases (Detail) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Capital leases payable | $9,473 | |
Total minimum lease payments | 18,270 | |
Less amount representing interest | -8,797 | |
Present value of net minimum lease payments | 9,473 | |
Current portion of capital leases payable | -276 | -269 |
Capital leases payable, net of current portion | $9,197 | $9,270 |
Stockholders_Equity_and_ShareB2
Stockholders' Equity and Share-Based Compensation - Schedule of Changes in Company's Ownership Interest (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | Jan. 03, 2015 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | $22,223 | ||
Net loss | -316 | 201 | |
Issuance of shares in connection with stock option exercise | 13 | ||
Share-based compensation | 549 | ||
Issuance of shares related to dividends on preferred stock | 0 | ||
Common stock dividend distributable on Series A Preferred Stock | 0 | ||
Effect of changes in foreign currencies | -10 | ||
Ending balance | 22,021 | ||
Common stock amount | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 33 | ||
Ending balance | 34 | 33 | |
Preferred stock amount | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 4 | ||
Ending balance | 4 | 4 | |
Additional Paid-in- Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 174,369 | ||
Issuance of shares in connection with stock option exercise | 13 | ||
Share-based compensation | 549 | ||
Issuance of shares related to dividends on preferred stock | 60 | ||
Ending balance | 174,552 | ||
Common Stock Dividend Distributable | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 0 | ||
Issuance of shares related to dividends on preferred stock | -60 | ||
Common stock dividend distributable on Series A Preferred Stock | 60 | ||
Ending balance | 0 | ||
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 360 | ||
Effect of changes in foreign currencies | -10 | ||
Ending balance | 350 | ||
Accumulated Deficit | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | -155,489 | ||
Net loss | -60 | ||
Common stock dividend distributable on Series A Preferred Stock | -60 | ||
Ending balance | -155,609 | ||
Total Stockholders’ Equity | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 19,277 | ||
Net loss | -60 | ||
Issuance of shares in connection with stock option exercise | 13 | ||
Share-based compensation | 549 | ||
Effect of changes in foreign currencies | -10 | ||
Ending balance | 19,331 | ||
Noncontrolling Interest | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance | 2,946 | ||
Net loss | -256 | ||
Ending balance | 2,690 | ||
Restricted Stock Units | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -358 | ||
Restricted Stock Units | Common stock amount | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -1 | ||
Restricted Stock Units | Additional Paid-in- Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -359 | ||
Restricted Stock Units | Total Stockholders’ Equity | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -358 | ||
Stock Option | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -80 | ||
Stock Option | Additional Paid-in- Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | -80 | ||
Stock Option | Total Stockholders’ Equity | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Statutory tax withholding on RSUs | ($80) |
Stockholders_Equity_and_ShareB3
Stockholders' Equity and Share-Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | Mar. 31, 2015 | Nov. 19, 2014 | Jan. 03, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock authorized | 100,000,000 | 100,000,000 | |||
Dividend payment date | $0 | ||||
Amounts capitalized to internally-developed software | 39 | 39 | |||
Common stock amount | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares of common stock authorized | 100,000,000 | ||||
Common stock issued from vested restricted stock units | 247,000 | ||||
Common stock amount | Series A Preferred Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of shares related to dividends on preferred stock | 27,000 | ||||
Dividend payment date | 59 | ||||
Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock options exercised | 142,000 | ||||
Weighted-average fair value of options granted (in dollars per share) | $1.18 | $1.19 | |||
Intrinsic value | 211 | 14 | |||
Unrecognized share-based compensation expense | 1,773 | ||||
Weighted-average period of unrecognized share-based compensation expense | 2 years 10 months 27 days | ||||
Shares withheld to satisfy employee tax obligations | 27,000 | ||||
Adjustment related employee tax obligations | 80 | ||||
Net settlement of stock options (in shares) | 64,000 | ||||
Stock Option | Common stock amount | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock options exercised | 51,000 | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average period of unrecognized share-based compensation expense | 10 months 2 days | ||||
Shares withheld to satisfy employee tax obligations | 151,000 | ||||
Adjustment related employee tax obligations | 358 | ||||
Forfeiture rate for stock awards | 0.00% | ||||
Restricted Stock Units | Common stock amount | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Adjustment related employee tax obligations | 1 | ||||
AMD Plan | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock options exercised | 0 | ||||
Weighted-average fair value of options granted (in dollars per share) | $0.54 | $0 | |||
Intrinsic value | 0 | 0 | |||
Unrecognized share-based compensation expense | $450 | ||||
Weighted-average period of unrecognized share-based compensation expense | 3 years 9 months 18 days | ||||
Shares of common stock authorized | 1,950,000 | ||||
Expiration period (no later than) | 10 years | ||||
Stock option, vesting period | 4 years | ||||
Exercise price of option grants, percentage | 100.00% | ||||
Shares available for grant | 780,000 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option, vesting period | 3 years | ||||
Minimum | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate for stock options | 16.00% | 16.00% | |||
Minimum | Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate for stock awards | 10.00% | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option, vesting period | 4 years | ||||
Maximum | Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate for stock options | 34.00% | 34.00% | |||
Maximum | Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate for stock awards | 20.00% |
Stockholders_Equity_and_ShareB4
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity (Detail) (Stock Option, USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 | |
Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, beginning balance (in shares) | 5,281,000 | |
Granted (in shares) | 905,000 | |
Exercised (in shares) | -142,000 | |
Expired (in shares) | -15,000 | |
Forfeited (in shares) | -27,000 | |
Options outstanding, ending balance (in shares) | 6,002,000 | |
Vested and expected to vest, ending balance (in shares) | 5,205,000 | |
Options exercisable, ending balance (in shares) | 3,590,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Options outstanding, beginning balance (in dollars per share) | $2.85 | |
Granted (in dollars per share) | $2.25 | |
Exercised (in dollars per share) | $1.44 | |
Expired (in dollars per share) | $3.75 | |
Forfeited (in dollars per share) | $2.51 | |
Options outstanding, ending balance (in dollars per share) | $2.79 | |
Vested and expected to vest, ending Balance (in dollars per share) | $2.90 | |
Options exercisable, ending Balance (in dollars per share) | $3.27 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, weighted average remaining contractual term (in years) | 6 years 6 months 14 days | |
Vested and expected to vest, weighted average remaining contractual term (in years) | 6 years 1 month 20 days | |
Options exercisable, weighted average remaining contractual term (in years) | 4 years 10 months 13 days | |
Options outstanding, aggregate intrinsic value | $1,499 | [1] |
Vested and expected to vest, aggregate intrinsic value | 1,317 | [1] |
Options exercisable, aggregate intrinsic value | $847 | [1] |
[1] | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on April 4, 2015 as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price. |
Stockholders_Equity_and_ShareB5
Stockholders' Equity and Share-Based Compensation - Summary of Stock Option Activity for AutoMD (Details) (Stock Option, USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 5,281,000 | ||
Granted (in shares) | 905,000 | ||
Exercised (in shares) | -142,000 | ||
Expired (in shares) | -15,000 | ||
Forfeited (in shares) | -27,000 | ||
Options outstanding, ending balance (in shares) | 6,002,000 | ||
Vested and expected to vest, ending balance (in shares) | 5,205,000 | ||
Options exercisable, ending balance (in shares) | 3,590,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, beginning balance (in dollars per share) | $2.85 | ||
Granted (in dollars per share) | $2.25 | ||
Exercised (in dollars per share) | $1.44 | ||
Expired (in dollars per share) | $3.75 | ||
Forfeited (in dollars per share) | $2.51 | ||
Options outstanding, ending balance (in dollars per share) | $2.79 | ||
Vested and expected to vest, ending Balance (in dollars per share) | $2.90 | ||
Options exercisable, ending Balance (in dollars per share) | $3.27 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual term (in years) | 6 years 6 months 14 days | ||
Vested and expected to vest, weighted average remaining contractual term (in years) | 6 years 1 month 20 days | ||
Options exercisable, weighted average remaining contractual term (in years) | 4 years 10 months 13 days | ||
Options outstanding, aggregate intrinsic value | $1,499 | [1] | |
Vested and expected to vest, aggregate intrinsic value | 1,317 | [1] | |
Options exercisable, aggregate intrinsic value | 847 | [1] | |
AMD Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding, beginning balance (in shares) | 180,000 | ||
Granted (in shares) | 990,000 | ||
Exercised (in shares) | 0 | ||
Expired (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Options outstanding, ending balance (in shares) | 1,170,000 | ||
Vested and expected to vest, ending balance (in shares) | 870,000 | ||
Options exercisable, ending balance (in shares) | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options outstanding, beginning balance (in dollars per share) | $1 | ||
Granted (in dollars per share) | $1 | ||
Exercised (in dollars per share) | $0 | ||
Expired (in dollars per share) | $0 | ||
Forfeited (in dollars per share) | $0 | ||
Options outstanding, ending balance (in dollars per share) | $1 | ||
Vested and expected to vest, ending Balance (in dollars per share) | $1 | ||
Options exercisable, ending Balance (in dollars per share) | $0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options outstanding, weighted average remaining contractual term (in years) | 9 years 9 months 18 days | ||
Vested and expected to vest, weighted average remaining contractual term (in years) | 9 years 9 months 21 days | ||
Options exercisable, weighted average remaining contractual term (in years) | 0 years | ||
Options outstanding, aggregate intrinsic value | 0 | ||
Vested and expected to vest, aggregate intrinsic value | 0 | ||
Options exercisable, aggregate intrinsic value | $0 | ||
[1] | These amounts represent the difference between the exercise price and the closing price of U.S. Auto Parts Network, Inc. common stock on April 4, 2015 as reported on the NASDAQ Stock Market, for all options outstanding that have an exercise price currently below the closing price. |
Stockholders_Equity_and_ShareB6
Stockholders' Equity and Share-Based Compensation - Summary of Restricted Stock Option Activity (Details) (Restricted Stock Units, USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2015 |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Awards outstanding, beginning balance (in shares) | 880 |
Awarded (in shares) | 399 |
Vested (in shares) | -398 |
Forfeited (in shares) | -16 |
Awards outstanding, ending balance (in shares) | 865 |
Vested and expected to vest, ending balance (in shares) | 785 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Awards outstanding, beginning balance (in dollars per share) | $0 |
Awarded (in dollars per share) | $0 |
Vested (in dollars per share) | $0 |
Forfeited (in dollars per share) | $0 |
Awards outstanding ending balance (in dollars per share) | $0 |
Vested and expected to vest, ending balance (in dollars per share) | $0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |
Awards outstanding, weighted average remaining contractual term (in years) | 10 months 2 days |
Vested and expected to vest, weighted average remaining contractual term (in years) | 9 months 29 days |
Awards outstanding, aggregate intrinsic value | $1,825 |
Vested and expected to vest, aggregate intrinsic value | $1,657 |
Stockholders_Equity_and_ShareB7
Stockholders' Equity and Share-Based Compensation - Restricted Stock Units (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $510 | $376 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vested | 398 | |
Shares withheld to satisfy employee tax obligations | 151 | |
Adjustment related employee tax obligations | 358 | |
Compensation expense | 237 | |
Unrecognized compensation expense | $1,109 | |
Weighted-average period of unrecognized share-based compensation expense | 10 months 2 days | |
Time-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vested | 221 | |
Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards vested | 177 |
Stockholders_Equity_and_ShareB8
Stockholders' Equity and Share-Based Compensation - Warrants (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Outstanding warrants to purchase shares of common stock | 50,000 |
Warrant exercise price | 2.14 |
Warrants exercised during period | 0 |
Aggregate intrinsic value of outstanding and exercisable warrants | $0 |
Warrants | Warrants Exercise Price One | |
Class of Warrant or Right [Line Items] | |
Outstanding warrants to purchase shares of common stock | 30,000 |
Warrants | Warrants Exercise Price Two | |
Class of Warrant or Right [Line Items] | |
Outstanding warrants to purchase shares of common stock | 20,000 |
Warrant exercise price | 8.32 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Exercisable warrants to purchase shares of common stock | 50,000 |
Stockholders_Equity_and_ShareB9
Stockholders' Equity and Share-Based Compensation - Summary of Assumptions Used for Fair Value of Options (Detail) (Stock Option) | 3 Months Ended | |
Apr. 04, 2015 | Mar. 29, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 3 months 18 days | |
Risk-free interest rate | 1.50% | |
Expected volatility | 68.30% | |
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 3 months 18 days | |
Risk-free interest rate | 1.30% | |
Expected volatility | 59.10% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 5 years 4 months 24 days | |
Risk-free interest rate | 1.40% | |
Expected volatility | 59.50% |
Recovered_Sheet1
Stockholders' Equity and Share-Based Compensation - Summary of Share-based Compensation from Options, Warrants and Stock Awards (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $510 | $376 |
Marketing expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 92 | 81 |
General and administrative expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 315 | 237 |
Fulfillment expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 63 | 39 |
Technology expense | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $40 | $19 |
Net_Income_Loss_Per_Share_Comp
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Net (loss) income per share: | ||
Net (loss) income attributable to U.S. Auto Parts | ($60) | $201 |
Dividends on Series A Convertible Preferred Stock | 60 | 59 |
Net (loss) income available to common shares | ($120) | $142 |
Denominator: | ||
Weighted-average common shares outstanding (basic) (in shares) | 33,720 | 33,384 |
Common equivalent shares from common stock options and warrants (in shares) | 0 | 774 |
Weighted-average common shares outstanding (diluted) (in shares) | 33,720 | 34,158 |
Basic net income (loss) per share (in dollars per share) | $0 | $0 |
Diluted net income (loss) per share (in dollars per share) | $0 | $0 |
Net_Income_Loss_Per_Share_Anti
Net Income (Loss) Per Share - Anti-Dilutive Securities Excluded from Calculation of Diluted Earnings Per Share (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 10,817 | 7,588 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 50 | 20 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of diluted earnings per share | 4,150 | 4,150 |
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 | 905 | 0 |
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 | 5,712 | 3,418 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Apr. 04, 2015 | Mar. 29, 2014 | |
Income Tax Disclosure [Abstract] | ||
Likelihood of being realized upon ultimate settlement | greater than 50 percent likelihood of being realized upon ultimate settlement | |
Effective tax rate | 14.10% | 13.70% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | Apr. 17, 2013 | Jul. 01, 2015 |
Other Commitments [Line Items] | ||||
2015 | $759 | |||
Initial lease term | 5 years | |||
Facility rent expense | 365 | 462 | ||
Nia Chloe, LLC | Director | ||||
Other Commitments [Line Items] | ||||
Facility rent expense | 94 | |||
LaSalle, Illinois Facility | STORE | ||||
Other Commitments [Line Items] | ||||
Period of lease under sale and leaseback transaction | 20 years | |||
Initial annual base rent for first year | 853 | |||
Percentage of annual increase in base rent | 1.50% | |||
Increased percentage in base rent with change in consumer price index | 1.25 | |||
Excess of net proceeds over the net carrying value of capital lease under sale leaseback transaction | 376 | |||
Facility subject to capital lease | ||||
Other Commitments [Line Items] | ||||
Estimated useful life of property and equipment | 20 years | |||
Facility subject to capital lease | LaSalle, Illinois Facility | STORE | ||||
Other Commitments [Line Items] | ||||
Estimated useful life of property and equipment | 20 years | |||
Scenario, Forecast | ||||
Other Commitments [Line Items] | ||||
Purchase commitments | $1,479 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments under Non-Cancellable Operating Leases (Detail) (USD $) | Apr. 04, 2015 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $1,134 |
2016 | 1,135 |
2017 | 393 |
2018 | 412 |
2019 | 433 |
2020 onwards | 184 |
Total | $3,691 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Summary of Capital Lease Commitments (Detail) (USD $) | Apr. 04, 2015 |
In Thousands, unless otherwise specified | |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $759 |
2016 | 968 |
2017 | 909 |
2018 | 915 |
2019 | 928 |
2020 onwards | 13,791 |
Total minimum payments required | 18,270 |
Less amount representing interest | -8,797 |
Present value of net minimum lease payments | $9,473 |
Employee_Retirement_Plan_and_D1
Employee Retirement Plan and Deferred Compensation Plan (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2010 | Apr. 04, 2015 | Mar. 29, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
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 | 70,000 | 70,000 | |
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% | ||
Employer matching contribution, percentage of participants eligible contributions | 2.00% | ||
Increase (decrease) in deferred compensation, employee contribution | 27,000 | 37,000 | |
Increase (decrease) in deferred compensation, employer contribution | 7,000 | 8,000 | |
Increase (decrease) in deferred compensation, earnings | 12,000 | 8,000 | |
Decrease in deferred compensation, distributions | 109,000 | 226,000 | |
Loss on change in cash surrender value | 4,000 | 0 | |
Other non-current assets | Highly Compensated Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan assets | 858,000 | ||
Other non-current liabilities | Highly Compensated Employees | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Deferred compensation plan associated liabilities | $686,000 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 3 Months Ended |
Apr. 04, 2015 | |
segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment_Information_Summarized
Segment Information - Summarized Segment Information (Detail) (USD $) | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 29, 2014 | Jan. 03, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Net sales | $76,388 | $68,028 | |||
Gross profit | 21,478 | 20,701 | |||
Operating costs | 21,496 | [1] | 20,206 | [1] | |
Income (loss) from operations | -18 | 495 | |||
Capital expenditures | 2,151 | 1,558 | |||
Depreciation and amortization expense | 1,934 | 2,368 | |||
Total assets, net of accumulated depreciation | 83,839 | 67,932 | 82,907 | ||
Base USAP | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 76,325 | 67,949 | |||
Gross profit | 21,415 | 20,622 | |||
Operating costs | 20,720 | [1] | 19,645 | [1] | |
Income (loss) from operations | 695 | 977 | |||
Capital expenditures | 1,966 | 1,143 | |||
Depreciation and amortization expense | 1,549 | 1,934 | |||
Total assets, net of accumulated depreciation | 76,172 | 65,986 | 74,414 | ||
AutoMD | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 63 | 79 | |||
Gross profit | 63 | 79 | |||
Operating costs | 776 | [1] | 561 | [1] | |
Income (loss) from operations | -713 | -482 | |||
Capital expenditures | 185 | 415 | |||
Depreciation and amortization expense | 385 | 434 | |||
Total assets, net of accumulated depreciation | $7,667 | $1,946 | $8,493 | ||
[1] | Operating costs for AutoMD primarily consist of depreciation and amortization on fixed assets and personnel costs. Indirect costs are not allocated to AutoMD. |
AutoMD_Details
AutoMD (Details) (AutoMD, USD $) | 0 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 08, 2014 |
Noncontrolling Interest [Line Items] | |
Number of subsidiary shares issued | 7,000,000 |
Percentage ownership after issuance of shares | 64.10% |
Common Stock Purchase Agreement | |
Noncontrolling Interest [Line Items] | |
Number of subsidiary shares issued | 7,000,000 |
Purchase price of shares issued | 1 |
Percentage ownership after issuance of shares | 64.10% |
Issuance of shares | 2,534 |
Increase in Company's interest | -3,847 |
Deferred tax liability as a result of transaction | 1,313 |
Number of shares the Company may be required to purchase | 2,000,000 |
Share Price | 1 |
Period following closing date the Company is subject to stock repurchase | 2 years |
Proceeds from sale of equity in subsidiary | 7,000 |
Annual interest rate in event of default of agreement terms | 10.00% |
Investor Rights Agreement | |
Noncontrolling Interest [Line Items] | |
Share Price | 1 |
Minimum ownership percentage required by the Company in agreement | 50.00% |
Number of days written notice in event of default of agreement terms | 30 days |
Director | Common Stock Purchase Agreement | |
Noncontrolling Interest [Line Items] | |
Number of board members affiliated with the transaction | 2 |