美國

證券交易委員會

華盛頓特區20549

表格 10-Q

(標記一個)

☒ 根據1934年證券交易所法案第13或15(d)條的季報告

截至2024年6月30日季度結束 2024年9月28日

或

☐

轉型期從 至

委員會文件號碼： 001-33264

CARPARTS.COm， INC。

（依憑章程所載的完整登記名稱）

特拉華州

68-0623433

(依據所在地或其他管轄區)
的註冊地或組織地點)

(國稅局雇主識別號碼)

識別號碼)

2050 W. 190^日街, 400室, 托蘭斯, 加州 CA 90504

(總公司地址) (郵政編碼)

(424) 702-1455

(註冊人電話號碼，包括區號)

根據法案第12(b)條規定註冊的證券：



每種類別的名稱	交易標的	每個註冊交易所的名稱
普通股，每股面值0.001美元	PRTS	輝瑞公司面臨數起分開的訴訟，這些訴訟仍在進行中，需等待第三項索賠條款的裁決。2023年9月，我們與輝瑞公司同意合併2022和2023年的訴訟，並將審判日期從2024年11月推遲至2025年上半年，具體時間將由法院確定。納斯達克股票市場 LLC (納斯達克全球市場)

請以勾選方式表示以下事項：（1）在前述12個月期間（或登錄人須提交此等報告的較短期間，登錄人已要求提交此等報告）已依照1934年證券交易法第13或15(d)條的規定提出所有應提出的報告；及（2）在過去90天內已受過此等提交要求。是 ⌧否◻

請勾選表示：在過去的12個月（或註冊人所需提交此類文件的更短期間）期間，註冊人是否根據Regulation S-t的Rule 405（本章節232.405條）要求提交了每個互動數據文件。是 ⌧不◻

請勾選該登記者是否屬於大型加速遞交申報人、加速遞交申報人、非加速遞交申報人、較小的報告公司或新興成長型公司。有關“大型加速遞交申報人”、“加速遞交申報人”、“較小的報告公司”和“新興成長型公司”的定義，請參閱《交易所法》第1202條規定。


大型高速申報者	☐	快速文件提交者	☒
非加速檔案提交者	☐	較小報告公司	☐
新興成長型企業	☐

如果是新興成長公司，則檢查是否已選擇不使用根據第13(a)條提供的任何新的或修訂遵守財務會計準則的延長過渡期。根據《證券交易法》。 ◻

請勾選表示是否本登記者為殼牌公司（按照《交易所法案》第120億2條定義）。是☐否⌧

截至2024年10月22日，登記人擁有標的 57,399,643 普通股共$0.001面值。

carparts.com，公司。

第10-Q表格季度報告

截至2024年9月28日的十三和三十九周。


		頁面
	第一部分. 財務資料

項目 1。	基本報表	4
	2024年9月28日和2023年12月30日的未經查核的合併資產負債表	4
	截至2024年9月28日和2023年9月30日結束的未經查核合併營業額及全面營業額報表	5
	截至2024年9月28日和2023年9月30日結束的股東權益綜合報表（未經審核）	6
	截至2024年9月28日和2023年9月30日結束的綜合現金流量表（未經審核）	7
	未經審核的綜合財務報表附註	8
項目 2。	管理層對財務狀況和業績的討論與分析	13
項目 3。	市場風險的定量和定性披露。	20
項目 4。	內部控制及程序	21

	第II部分. 其他資訊

項目 1。	法律訴訟	21
項目 1A。	風險因素	21
項目 2。	股票權益的未註冊銷售和資金用途	44
項目 3。	優先證券違約	44
項目 4。	礦業安全披露	44
項目 5。	其他信息	44
項目 6。	展品	46

除非上下文另有要求，在本報告中使用的術語“carparts.com”、“公司”、“我們”、“我們”和“我們的”指的是CarParts.com, Inc. 及其附屬公司。除非另有說明，所有金額均以千為單位呈現。

carparts.com^®，Kool-Vue^®, JC Whitney^®, Evan Fischer^®, SureStop^®, TrueDrive^®，DriveWire^™，和DriveMotive^™，等等，是我們目前和未來在美國的商標。所有其他商標和企業名稱均為其各自所有者所有。

關於前瞻性聲明的特別說明

本報告中包含的聲明，除歷史事實或當前事實的聲明或描述外，均爲前瞻性陳述，符合1933年修訂版證券法第27A條和1934年修訂版證券交易法第21E條的定義，並且我們希望這些前瞻性陳述受到其創建的安全港的約束。本報告中包含的任何前瞻性陳述均基於管理層的信念和假設，以及目前由管理層掌握的信息。我們已嘗試通過「預期」，「相信」，「可能」，「估計」，「預計」，「打算」，「可能」，「計劃」，「潛在」，「預測」，「項目」，「應該」，「將」，「可能繼續」，「可能會導致」的術語以及這些詞語或類似表達的變體來識別前瞻性陳述。這些前瞻性陳述包括但不限於關於未來事件，我們未來的經營和財務業績，財務預期，預期增長和策略，我們獲取額外市場份額的能力，當前業務因子，資本需求，融資計劃，資本配置，流動性，合同，訴訟，產品提供，客戶，收購，競爭以及我們設施的狀態的聲明。無論這些前瞻性陳述在本文檔的何處，或者在其他可歸因於公司的聲明中出現，都涉及已知和未知的風險，不確定性和其他因素，可能導致我們的實際結果，表現或成就與前瞻性陳述中表述或暗示的任何未來結果，表現或成就有實質不同。我們在本報告第II部分第1A項「風險因素」下更詳細地討論了許多這些風險。鑑於這些不確定性，您不應該過度依賴這些前瞻性陳述。您應該閱讀本報告和我們在本報告中引用並作爲展品文件的文件，並要理解我們的實際未來業績可能與我們的預期有實質不同。此外，前瞻性陳述僅代表我們管理層截至本報告日期的信念和假設。除非法律要求，我們不承擔公開更新這些前瞻性陳述的義務，或者更新實際結果可能與預期在這些前瞻性陳述中有重大不同的原因，即使將來獲得新信息。

第一部分財務信息

項目1。基本報表

CARPARTS.COm, INC.及其附屬公司

基本報表

(未經審計, 以千計, 除每股價值數據外)


	9月28日，		12月30日,
	2024		2023
資產
流動資產：
現金及現金等價物	$	38,105	$	50,951
2,687,823		8,427		7,365
114,467		97,235		128,901
其他資產		6,477		6,121
總流動資產		150,244		193,338
資產和設備，淨值		34,494		26,389
使用權 - 資產 - 經營租賃，淨額		28,029		19,542
使用權資產 - 資產 - 融資租賃，淨額		11,808		15,255
其他非流動資產		3,064		3,331
總資產	$	227,639	$	257,855
負債和股東權益
流動負債:
應付賬款	$	59,715	$	77,851
應計費用		19,020		20,770
Right-of-use - obligation - operating, current		5,668		4,749
Right-of-use - obligation - finance, current		3,655		4,308
其他流動負債		4,843		5,308
流動負債合計		92,901		112,986
Right-of-use - obligation - operating, non-current		24,797		16,742
使用權 - 義務 - 融資，非流動資產		9,680		12,327
其他非流動負債		3,062		2,969
負債合計		130,440		145,024
承諾和 contingencies
股東權益:
普通股，$0.001每股面值; 100,000 57,386和頁面。56,303股票已發行的和頁面。未行使的截至2024年9月28日和2023年12月30日（其中 3,786 are treasury stock)		61		60
自家保管的股票		(11,912)		(11,912)
額外實收資本		322,337		312,874
累計其他綜合收益		870		783
累積赤字		(214,157)		(188,974)
股東權益總額		97,199		112,831
負債和股東權益合計	$	227,639	$	257,855

請參閱附註的基本報表（未經審計）

CARPARTS.COm, INC.及其附屬公司

利潤及綜合收支表

(未經審計，以千爲單位，除每股數據外)


	十三週年度結束				三十九週年
	9月28日，		2022年9月30日		9月28日，		2022年9月30日
	2024		2023		2024		2023
淨銷售額	$	144,751	$	166,864	$	455,310	$	519,334
銷售成本⁽¹⁾		93,769		112,047		302,016		341,524
毛利潤		50,982		54,817		153,294		177,810
營業費用		60,900		57,734		178,457		180,935
經營虧損		(9,918)		(2,917)		(25,163)		(3,125)
其他收入（支出）：
其他收入，淨額		345		874		1,136		2,427
利息支出		(310)		(360)		(896)		(1,043)
其他收入淨額		35		514		240		1,384
稅前虧損		(9,883)		(2,403)		(24,923)		(1,741)
所得稅費用		135		114		260		396
淨虧損		(10,018)		(2,517)		(25,183)		(2,137)
其他全面損失或收益:
外幣調整		—		—		87		—
未實現的（損失）收益涉及延期薪酬信託資產		—		(21)		—		27
其他綜合（損失）收益總額		—		(21)		87		27
綜合虧損	$	(10,018)	$	(2,538)	$	(25,096)	$	(2,110)
每股淨虧損:
每股基本和稀釋淨損失	$	(0.17)	$	(0.04)	$	(0.44)	$	(0.04)
加權平均普通股數：
基本和稀釋每股淨虧損的計算所用股數		57,334		57,179		56,897		56,252

(1)	不包括列入營業費用的折舊和攤銷費用。

請參閱附註的基本報表（未經審計）

CARPARTS.COm, INC.及其附屬公司

股東權益綜合報表

（未經審計，以千爲單位）


								累積的
				額外的				其他				總費用
	普通股			實收資本		財政		綜合		累積的		股東的
	股份	數量		資本		股票		收入		$		股權
2022年12月31日的餘額	54,653	$	57	$	297,265	$	(7,625)	$	1,126	$	(180,751)	$	110,072
淨收入	—		—		—		—		—		1,051		1,051
與股票期權行使相關的股份發行	972		1		1,523		—		—		—		1,524
與限制性股票單位解禁有關的股份發行	495		1		—		—		—		—		1
與袍金用相關的股份發行	1		—		6		—		—		—		6
與ESPP相關的股份發行	42		—		221		—		—		—		221
股權酬金	—		—		4,170		—		—		—		4,170
延遲報酬信託資產的未實現收益	—		—		—		—		24		—		24
2023年4月1日餘額	56,163	$	59	$	303,185	$	(7,625)	$	1,150	$	(179,700)	$	117,069
淨虧損	—		—		—		—		—		(671)		(671)
與股票期權行使相關的股票發行	279		—		446		—		—		—		446
與限制性股票單位歸屬相關的股份發行	431		—		—		—		—		—		—
與袍金用相關的股份發行	1		—		5		—		—		—		5
股權酬金	—		—		2,937		—		—		—		2,937
股票回購	(250)		—		(5)		(1,047)		—		—		(1,052)
延期薪酬信託資產的未實現收益	—		—		—		—		24		—		24
2023年7月1日餘額	56,624	$	59	$	306,568	$	(8,672)	$	1,174	$	(180,371)	$	118,758
淨虧損	—		—		—		—		—		(2,517)		(2,517)
與股票期權行使相關的股份發行	404		1		635		—		—		—		636
與限制性股票單位歸屬有關的股份發行	105		—		—		—		—		—		—
與袍金用相關的股份發行	1		—		6		—		—		—		6
發行與ESPP相關的股份	73		—		262		—		—		—		262
股權酬金	—		—		1,640		—		—		—		1,640
股票回購	(245)		—		(5)		(1,094)		—		—		(1,099)
延期薪酬信託資產的未實現損失	—		—		—		—		(21)		—		(21)
2023年9月30日餘額	56,962	$	60	$	309,106	$	(9,766)	$	1,153	$	(182,888)	$	117,665

2023年12月30日的資產負債表	56,303	$	60	$	312,874	$	(11,912)	$	783	$	(188,974)	$	112,831
淨虧損	—		—		—		—		—		(6,478)		(6,478)
與限制性股票單位解鎖相關的股票發行	243		1		(323)		—		—		—		(322)
與袍金用相關的股份發行	—		—		8		—		—		—		8
管理人員和董事的股票購買計劃	3		—		—		—		—		—		—
與ESPP相關的股票發行	75		—		202		—		—		—		202
股權酬金	—		—		2,824		—		—		—		2,824
外幣調整	—		—		—		—		87		—		87
2024年3月30日餘額	56,624	$	61	$	315,585	$	(11,912)	$	870	$	(195,452)	$	109,152
淨虧損	—		—		—		—		—		(8,687)		(8,687)
發行股份以配合限制性股票單位的授予	455		—		(106)		—		—		—		(106)
與董事會費用相關的股份發行	7		—		11		—		—		—		11
官員和董事股票購買計劃	2		—		3		—		—		—		3
股權酬金	—		—		3,517		—		—		—		3,517
2024年6月29日餘額	57,088	$	61	$	319,010	$	(11,912)	$	870	$	(204,139)	$	103,890
淨虧損	—		—		—		—		—		(10,018)		(10,018)
在限制性股票單位解除時發行股份	97		—		(32)		—		—		—		(32)
與公司袍金用相關的股份發行	12		—		12		—		—		—		12
管理人員和董事股票購買計劃	4		—		3		—		—		—		3
發行與ESPP相關的股份	185		—		157		—		—		—		157
股權酬金	—		—		3,187		—		—		—		3,187
2024年9月28日餘額	57,386	$	61	$	322,337	$	(11,912)	$	870	$	(214,157)	$	97,199

請參閱附註的基本報表（未經審計）

CARPARTS.COm, INC.及其附屬公司

綜合現金流量表

（未經審計，以千爲單位）


	三十九週年
	9月28日，		2022年9月30日
	2024		2023
經營活動
淨虧損	$	(25,183)	$	(2,137)
調整使淨損失轉化爲經營活動產生的現金流量：
折舊與攤銷費用		13,436		12,596
無形資產攤銷		33		28
基於股份的報酬支出		8,967		8,158
股票獎勵發放給非僱員董事服務		31		17
與官員和董事股票購買計劃相關的股票獎勵來自工資遞延		7		—
出售資產獲利		(70)		(75)
推遲融資成本的攤銷		49		49
經營性資產和負債變動:
應收賬款		(1,063)		(3,185)
庫存		31,666		11,616
其他資產		(355)		1
其他非流動資產		261		(199)
應付賬款及應計費用		(19,352)		31,208
其他流動負債		(465)		386
Right-of-use obligation - operating leases - current		1,259		613
使用權責任-經營租賃-長期		(772)		(723)
其他非流動負債		93		(488)
經營活動產生的現金流量淨額		8,542		57,865
投資活動
固定資產的增加		(18,146)		(7,380)
無形資產支付款		(76)		—
出售固定資產的收益		92		83
投資活動產生的淨現金流出		(18,130)		(7,297)
籌資活動
可變貸款應付借款		168		159
償還循環貸款應付款項		(168)		(159)
財務租賃支付款項		(3,243)		(3,592)
回購庫存股		—		(2,151)
員工股票購買計劃發行普通股的淨收益		359		483
股份報酬的法定稅收代扣付款		(461)		—
行使股票期權所得		—		2,604
籌集資金淨額		(3,345)		(2,656)
匯率變動對現金的影響		87		—
現金及現金等價物淨變動額		(12,846)		47,912
現金及現金等價物期初餘額		50,951		18,767
現金及現金等價物期末餘額	$	38,105	$	66,679
非現金投資和籌資活動的補充披露:
取得使用權營運資產	$	12,857	$	—
取得使用權金融資產	$	—	$	784
應計資產購買	$	907	$	658
以物業和設備爲資本化基礎的股份補償費用	$	561	$	589
現金流量補充披露：
期間支付的所得稅	$	48	$	180
期間支付的利息	$	896	$	1,042
期間利息收到的現金	$	1,136	$	1,365

請參閱附註的基本報表（未經審計）

CARPARTS.COm, INC.及其附屬公司

未經審計的聯合財務報表附註

（以千爲單位，每股數據除外）

註解1– 報告基礎和公司描述

CarParts.com公司（包括其子公司）是一家領先的汽車零件和配件售後市場的在線提供商。該公司主要通過位於其旗艦網站的方式向個人消費者銷售其產品，網址爲 www.carparts.com, 我們的應用程序。以及在線市場。我們的企業網站也位於 www.carparts.com/investor對「公司」，「我們」，「我們」或「我們」的引用指的是CarParts.com公司及其合併子公司。

公司的產品包括用於磨損和車身維修市場的更換零件，用於維護和修理市場的硬件，以及性能零件和配件。更換零件類別主要由汽車外部的車身零件以及某些與發動機或傳動系統功能無關的機械或電氣零件組成。我們在這一類別中的零件通常用於替換由於一般磨損或碰撞而損壞的原始車身零件。此外，我們銷售一個廣泛的鏡子產品系列，包括我們自家品牌Kool-Vue的零件，這些產品被營銷並作爲售後更換零件和升級現有零件。硬件類別主要由發動機元件和其他機械和電氣零件組成，包括我們自家品牌的催化轉化器系列Evan Fischer。這些硬件是作爲更換零件使用的，通常由專業人員和自修者用於發動機和機械維護和修理。我們還提供其他零件和配件（之前被稱爲性能零件和配件），其中包括在上述各類別中銷售的許多零件的某些性能版本，包括我們自家品牌JC Whitney的零件。^®，通過在線市場和汽車零部件零售商銷售。公司的主要網站是^®。我們的基本報表由我們的財務團隊定期編制，提供財務信息和業績數據，以便投資者參考。^®其他零部件和配件還包括升級特定零件現有功能或改善汽車外觀或舒適性的零件。

公司是一家特拉華州C型公司，總部位於加利福尼亞州託蘭斯。公司在美國和菲律賓都有僱員。

報告範圍

公司的合併財務報表按照美國通用會計準則（「U.S. GAAP」）編制，用於中期財務信息，遵守美國證券交易委員會（「SEC」）第10-Q表和SEC S-X號章的規定。在管理層的意見中，附表的合併財務報表包括了所有調整事項，包括正常往復調整，必要的以公正地展示公司截至2024年9月28日的合併財務狀況以及截至2024年9月28日和2023年9月30日結束的13和39周的合併業績和現金流。公司本期間內的業績不一定代表其他任何期間的結果，也不一定代表全年的結果。這些未經審計的合併財務報表應與我們的年度報告中包含的經審計的合併財務報表和附註一起閱讀，該年度報告截至2023年12月30日已在2024年3月8日向SEC提交，並且所有其他定期提交的文件，包括在我們2023財年結束後向SEC提交的8-K表的當前報告，以及在報告日期前後提交的所有文件。

根據我們當前的營運計劃，我們相信我們現有的現金和現金等價物、投資、來自營運活動的現金流以及可用的債務融資將足以財務支持我們至少未來十二個月的運營現金需求。

尚未採納的最新會計準則

2023年11月，財務會計準則委員會（「FASB」）發佈了會計準則更新（「ASU」）2023-07，「分段報告」（主題280）：報告段披露的改進，要求公司在年度和中期基礎上提供有關報告段披露的重要細分費用的增強披露。該指南適用於2023年12月15日之後開始的財年和財年內開始於2024年12月15日之後的中期。該指南對財務報表中呈現的所有先前期間進行追溯調整。公司當前正在評估新指南的影響。 《修訂和重新制定的2020年The Aaron's Company, Inc.股權和激勵計劃》，（參考到2024年5月16日提交給美國證券交易委員會的S-8表格附註4.3）。 《主題280》「有關報告分部披露改進」，要求在年度和中期披露增量分部信息。ASU適用於財政年度

從2023年12月15日之後開始，以及回顧性地在2024年12月15日之後開始的財政年度內的過渡期。該公司目前正在評估該聲明對其披露的影響。

2023 年 12 月，FASB 發佈了 ASU 2023-09 所得稅 （主題740）：改進所得稅披露，主要通過更改稅率對賬和所得稅已繳信息，擴大了所得稅所需的披露範圍。該亞利桑那州立大學在2024年12月15日之後的財政年度內有效，允許提前採用。修正案應在前瞻性基礎上適用，同時允許追溯適用。該公司目前正在評估該聲明對其披露的影響。

注2 — 借款

公司維持基於資產的循環信貸額度（「信貸額度」），該額度除其他外規定了循環承諾，該承諾受從某些應收賬款、庫存以及財產和設備中產生的借款基礎的約束。信貸額度規定的循環承付款本金總額爲美元75,000 並允許未承諾的能力將本金總額再增加一美元75,000 到 $150,000，受某些條款和條件的約束。信貸額度將於2027年6月17日到期。截至2024年9月28日和2023年12月30日，我們的未償循環貸款餘額爲美元0，分別地。截至2024年9月28日和2023年12月30日，未償備用信用證餘額爲美元680，分別是，我們有 $0 合併資產負債表中應付賬款中未清的貿易信用證。

根據信貸額度提取的貸款的利息由公司選擇，年利率等於 (a) 調整後的有擔保隔夜融資利率（「SOFR」）加上適用的利潤率爲 1.50% 到 2.00根據公司的固定費用覆蓋率計算的年利率，或（b）「替代最優惠基準利率」，視公司固定費用覆蓋率而定 0.00% 到 0.50每年百分比基於公司的固定費用覆蓋率。截至2024年9月28日，該公司的基於SOFR的利率爲 6.94%，公司的最優惠利率爲 8.50%。承諾費，基於信貸額度下未提取的可用性，利率爲任一利率 0.20% 或 0.25根據未提取的可用金額，每年百分比按月支付。根據與北美摩根大通銀行簽訂的信貸協議（「信貸協議」）的條款，現金收入將存入保管箱，由公司自行決定，除非「現金統治期」生效，在此期間，現金收入將用於減少信貸協議下的應付金額。如果出現違約或信貸協議中定義的「剩餘可用性」少於美元，則會觸發現金自治領期限9,000 (12佔循環承付款總額的百分比）三連續工作日，並將持續到前一工作日 45 連續幾天，不存在違約事件且剩餘可用性已超過 $9,000 在任何時候（觸發因素可能會根據公司的循環承諾進行調整）。此外，如果公司所需的與「契約測試觸發期」（定義見信貸協議）相關的剩餘可用性少於美元7,500 (10佔循環承付款總額的百分比）三連續工作日，公司必須將最低固定費用覆蓋率維持在 1.0 到 1.0，一直持續到剩餘可用性大於或等於 $7,500 無論何時都是爲了 45 連續天數（觸發條件可能根據公司的循環承諾進行調整）。

附註3 — 股東權益和基於股份的薪酬

期權和限制性股票單位

在截至2024年9月28日的三十九周內，公司進行了以下普通股期權活動：

●

授予的購買期權 100 普通股。

●

的練習 0 購買普通股的期權。

●

沒收 5 購買普通股的期權。

●

的到期 91 購買普通股的期權。

以下表格總結了公司截至2024年9月28日三十九週年的限制性股票單位（"RSU"）活動，並提供了有關2024年9月28日未行權和可行權獎勵的詳細信息（以千計）：



			加權平均
			授予日期	總計
	股份		公正價值	內在價值
截至2023年12月30日已授予並預計授予	3,609
授予	2,293
34,105	(1,054)
被取消	(88)
2024年9月28日頒發的獎項	4,760	$	6.37	$	4,311
截至2024年9月28日頒發或預計可頒發的獎項	4,760	$	6.37	$	4,311

截至2024年9月28日的三十九周內， 1,054 已獲得的RSUs基於時間， 0 而基於績效。

對於截至2024年9月28日的十三週和三十九周，我們記錄了與期權和RSUs相關的補償成本，分別爲$3,187 和 $9,528。對於截至2023年9月30日的十三週和三十九周，我們記錄了與期權和RSUs相關的補償成本，分別爲$1,640 和 $8,747分別。截至2024年9月28日，尚未確認與期權和 RSU 相關的補償費用，金額爲$15,387 ，該費用將於2028年9月前列支出。

注4-每股淨虧損

以下表格說明了基本和稀釋每股淨虧損的計算（以千爲單位，除每股數據外）。


	十三週年度結束				三十九週年
	2024年9月28日		2023年9月30日		2024年9月28日		2023年9月30日
每股淨虧損:
分子：
歸屬普通股的淨損失	$	(10,018)	$	(2,517)	$	(25,183)	$	(2,137)
分母：
加權平均流通股份（基本和稀釋）		57,334		57,179		56,897		56,252
每股基本和稀釋淨損失	$	(0.17)	$	(0.04)	$	(0.44)	$	(0.04)

截至2024年9月28日和2023年9月30日的十三週和三十九周，所有未行使的潛在發行權證已被排除在稀釋後每股淨虧損的計算之外，因爲包括這些證券的效果將是反稀釋的。

注5 - 所得稅

公司應納美國聯邦所得稅以及外國和州稅收管轄區的所得稅。 2019年至2023年的稅款仍由公司所屬主要納稅管轄區審查，除了內部稅務局（IRS），其稅款年份爲2020至2023。

截至2024年9月28日的十三週和三十九周，公司的有效稅率爲（1.4)% 和 (1.0我們公司的有效稅率分別爲%)，對於美國聯邦法定稅率的差異主要是由於州所得稅、我們在菲律賓子公司的所得受到不同的有效稅率約束、股權補償對於稅務目的不可抵扣或者可抵扣金額與財務報告金額不同，以及評估準備計提變動抵銷了本期稅前虧損的稅款。

截至2023年9月30日的十三週和三十九周，公司的有效稅率分別爲(4.7)% 和 (22.7)%，對於美國聯邦法定稅率的差異主要是由於

州所得稅、菲律賓子公司的收入，可能適用不同的有效稅率，不可減稅的股權報酬，或者稅前可減稅金額不同於財務報告金額，以及估值準備的變化抵消了本期稅前虧損的稅額。

公司根據ASC 740 - 所得稅（「ASC 740」）會計準則進行所得稅覈算。根據ASC 740的規定，管理層需要評估是否應對遞延所得稅資產設立估值準備。我們目前對遞延所得稅資產設立了完整的估值準備。每個報告日期，公司管理層考慮可能影響對未來實現遞延所得稅資產觀點的正面和負面新證據。截至2024年9月28日的三十九周，公司的遞延所得稅資產金額與2023年12月30日財政年度相比沒有實現在未來年度更有可能實現的金額變化。

注6 - 承諾和或成事項

租約

在2024年第一季度，公司與內華達州拉斯維加斯一家新配送中心簽訂了租賃協議。租約於2024年2月1日開始，租期爲八十七個月租賃期限設定在2031年4月到期。公司有義務支付約 $186 ，在第一年享有租金減免的月基本租金（租金減免已過去，並從租賃期第二年週年開始，每年增加 4% 。根據基本報表 – 租賃（「ASC 842」），公司在經營租賃資產-非流動資產中記錄 $12,857 ，在經營租賃責任-非流動負債中記錄 $12,018 。 $839 記錄在租賃開始時的合併資產負債表中的一項名爲經營租賃義務的資產，當前部分。

法律事項

石棉. 公司的全資子公司Automotive Specialty Accessories and Parts, Inc.及其全資子公司Whitney Automotive Group, Inc. ("WAG")在若干訴訟中被稱爲被告，涉及對上世紀60年代末和70年代初安裝含石棉的制動器件造成損害的索賠。WAG推廣某些制動器件，但未製造任何制動器件。WAG保留責任保險以保護其和公司的資產免受訴訟造成的損失，保險是根據事件發生而不是索賠提出的基礎提供的，公司不需要爲與此事有關的可能對其合併財務報表具有重大影響的現金支出負擔。

日常訴訟。公司在業務的日常過程中會涉及法律訴訟和索賠，包括與產品責任、工作場所傷害、知識產權和僱傭事務有關的索賠。例如，一名直接受僱於公司第三方勞動承包公司、在公司位於德克薩斯州Grand Prairie的倉庫工作的工人已在加利福尼亞州洛杉磯縣中央地區的加利福尼亞州超級法院提起疏忽索賠。公司的合併財務報表中的相應事項不會導致其負擔重大現金支出。工作場所受傷自2021年3月起。2024年7月，法院裁定支持公司的彙總判決申請。原告和公司都可以提起上訴，公司打算繼續積極爲自身辯護，儘管無法保證不會承擔一定的責任。截至本文日期，公司認爲這些事項的最終解決不會對公司的財務狀況、經營業績或現金流產生重大不利影響。公司保持責任保險覆蓋，以保護公司資產免受與正在進行和正常業務運營相關的活動引發的損失。

注7 – 產品信息

如注1所述，公司的產品包括服務於磨損和車身修理市場的更換零件，服務於維修市場的硬件部件，以及其他零部件和配件（以前稱爲性能零件和配件）。下表總結了公司按產品類型劃分的營業收入的近似分佈。


	十三週年度結束				三十九週年
	2024年9月28日		2023年9月30日		2024年9月28日		2023年9月30日
自有品牌
替換零件	62	%	63	%	63	%	65	%
硬件⁽¹⁾	20	%	20	%	19	%	19	%
其他⁽¹⁾	1	%	1	%	1	%	1	%

品牌
更換零件	2	%	2	%	2	%	2	%
硬件零件⁽¹⁾	14	%	13	%	14	%	12	%
其他⁽¹⁾	1	%	1	%	1	%	1	%

總費用	100	%	100	%	100	%	100	%

(1)	在2024年第一季度，我們更新了某些部件的產品分類，以更好地反映它們的類別。往期數據已更新以反映新的呈現方式。

備註 8 - 後續事件

僱傭協議修訂

於2024年10月28日，公司與首席執行官戴維·梅尼安、首席運營官邁克爾·赫夫克、首席財務官Ryan Lockwood和首席技術官卡拉梅甘·蘇布拉馬尼安簽署了僱傭協議的修訂。這些修訂修改了股權加速和解僱規定，涉及公司2016年股權激勵計劃中定義的控制權變更。

根據修訂的協議，所有在控制權變更中被承擔、替代或作爲整體延續的股權獎勵，若執行官的僱傭因無故而終止或執行官因充分理由辭職，將在控制權變更前三個月內或後十二個月內完全加速。

在與控制權變更有關的無故終止或充分理由辭職的情況下，Lockwood先生和Subramanian先生將收到12個月的工資繼續支付和COBRA保險費返還（從他們原始協議中的6個月增加）。

修訂不修改高管僱傭協議的任何其他條款。

所述修正案的以上描述僅以公司截至2024年12月28日年度報告Form 10-k 的附件備份的每份修正案全文爲準。

第 2 項。管理層對財務狀況和經營業績的討論和分析（以千計，每股數據除外，或另有說明）

警示聲明

您應閱讀以下討論和分析，以及本報告第一部分第1項中我們的合併財務報表及其相關附註。本報告中的某些陳述，包括有關我們的業務戰略、運營、財務狀況和前景的陳述，均爲前瞻性陳述。使用「預期」、「相信」、「可能」、「估計」、「預期」、「打算」、「可能」、「計劃」、「潛力」、「預測」、「項目」、「應該」、「將」、「可能會繼續」、「可能的結果」等詞語以及考慮未來事件的類似表述可以識別前瞻性陳述。

本節中包含的信息並未完整描述我們的業務或與普通股投資相關的風險。我們敦促您仔細審查和考慮我們在本報告中以及我們向美國證券交易委員會（「SEC」）提交的其他報告中披露的各種信息，這些報告可在美國證券交易委員會（SEC）的網站上查閱 http://www.sec.gov。標題爲” 的部分風險因素” 載於 第二部分，第 1A 項 本報告以及我們在美國證券交易委員會其他文件中的類似討論描述了一些重要因素、風險和不確定性，這些因素可能影響我們的業務、經營業績和財務狀況，並可能導致實際業績與我們或代表我們發表的這些或任何其他前瞻性陳述所表達或暗示的結果存在重大差異。提醒您不要過分依賴這些前瞻性陳述，這些陳述基於當前的預期，僅反映管理層截至發佈之日的觀點。我們不承擔任何修改或更新前瞻性陳述的義務。最後，不應將我們的歷史業績視爲未來表現的指標。

概述

我們是售後汽車零件的領先在線提供商，包括替換零件、硬件、高性能零件和配件。我們主要通過旗艦網站向個人消費者銷售我們的產品，網址爲 www.carparts.com、我們的應用程序和在線市場。我們的專有產品數據庫根據車輛品牌、型號和年份將我們的 SKU 映射到產品應用。我們的公司網站位於 www.carparts.com/投資者。本報告中包含我們的網站地址並不包括或以引用方式將我們網站上的任何信息納入本報告。

我們相信，通過去中介化傳統的汽車零部件供應鏈並直接在線向客戶銷售產品，使我們能夠高效地向客戶交付產品。我們「爲駕駛員全程賦能」的願景凸顯了我們的使命，即創建一個值得信賴的平台，以簡化歷史上緊張的車輛保養和維修體驗。

通過專注於我們不斷演變的戰略，我們有很大的機會成爲滿足所有汽車維修和保養需求的首選目的地：優化供應鏈管理和升級物流、投資技術、擴展到新業務領域、推動新客戶以及現有客戶群的回頭客同比增長，同時保持我們的財務紀律方法，即根據投資對盈利能力的影響來評估投資。

爲此，我們一直在努力改造我們的運營中心佔地面積。2024 年 6 月，我們在內華達州拉斯維加斯的新半自動化設施開始運營，我們預計這將減少前往西海岸的最後一英里運輸費用，並通過加急交付增強客戶服務。此外，我們不斷擴大我們的技術能力、產品供應和服務組合，以在競爭壓力中保持領先地位。通過投資高端和價值細分市場的新類別、品牌、客戶類型和收入來源，我們力求最大化毛利潤並佔領更大的市場份額。

同時，我們完善了我們的電子商務體驗和營銷策略，重點是增強移動應用程序體驗，通過創新的自有內容渠道建立品牌知名度，並促進直接的客戶關係。這些努力旨在將Carparts.com定位爲車輛維護知識的最終目的地

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and product purchases, thereby reducing reliance on performance marketing channels and improving customer acquisition efficiency.

Industry-wide trends that support our strategy and future growth include:

1.Number of SKUs required to serve the market. The number of automotive SKUs has grown dramatically over the last several years. In today’s market, unless the consumer is driving a high volume produced vehicle and needs a simple maintenance item, the part they need is not typically on the shelf at a brick-and-mortar store. We believe our user-friendly flagship website provides customers with a favorable alternative to the brick-and-mortar shopping experience by offering a comprehensive selection of approximately 1,429,000 SKUs with detailed product descriptions, attributes and photographs combined with the flexibility of fulfilling orders using both drop-ship and stock-and-ship methods.

2.U.S. vehicle fleet expanding and aging. The average age of U.S. light vehicles, an indicator of auto parts demand, reached a new record-high of 12.6 years in 2024, according to the U.S. Auto Care Association. We believe an increasing vehicle base and rising average age of vehicles will have a positive impact on overall aftermarket parts demand because older vehicles generally require more repairs. In many cases we believe these older vehicles are driven by Do-It-Yourself (“DIY”) car owners who are more likely to handle any necessary repairs themselves rather than taking their car to the professional repair shop.

3.Growth of online sales. The U.S. Auto Care Association estimated that overall revenue from online sales of auto parts and accessories would reach over $23 billion by 2026. Improved product availability, lower prices and consumers’ growing comfort with digital platforms are driving the shift to online sales. We believe that we are well positioned for the shift to online sales due to our history of being a leading source for aftermarket automotive parts through our flagship website, app, and online marketplaces.

Factors Affecting our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed in Part II, Item IA, of this Quarterly Report on Form 10-Q and in Part I, Item IA, in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

Executive Summary

For the third quarter of 2024, the Company generated net sales of $144,751, compared with $166,864 for the third quarter of 2023, representing a decrease of 13.3%. The Company incurred a net loss of $10,018 for the third quarter of 2024 compared to a net loss of $2,517 for the third quarter of 2023. The Company’s net loss before interest (income) expense, net, income tax provision, depreciation and amortization expense, amortization of intangible assets, plus share-based compensation expense, workforce transition costs, and distribution center costs (“Adjusted EBITDA”) of $(1,162) in the third quarter of 2024 compared to $3,048 in the third quarter of 2023. Adjusted EBITDA is not a Generally Accepted Accounting Principle (“GAAP”) measure. See the section below titled “Non-GAAP measures” for information regarding our use of Adjusted EBTIDA and a reconciliation from net loss.

Net sales decreased in the third quarter of 2024 compared to the third quarter of 2023. The decrease in net sales was primarily driven by deliberate price increases to focus on higher value customers, support gross margin expansion, a continued challenging consumer environment in the industry, and one-time impacts from the Crowd Strike issue and hurricanes Helene and Milton in the quarter. Gross profit decreased by 7.0% to $50,982 and gross margin increased 230 basis points to 35.2% compared to 32.9% in the third quarter of 2023. The increase in gross margin was primarily driven by our price increases and lower product costs resulting in expanded product margins, partially offset by unfavorable freight costs.

Total expenses, which primarily consisted of cost of sales and operating expense, increased in the third quarter of 2024 compared to the same period in 2023. The changes in both cost of sales and operating expense are described in further detail under — “Results of Operations” below.

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Non-GAAP measures

Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” and other provisions of the Exchange Act, define and prescribe the conditions for use of certain non-GAAP financial information. We provide EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. EBITDA consists of net loss before interest (income) expense, net; income tax provision; depreciation and amortization expense; amortization of intangible assets; while Adjusted EBITDA consists of EBITDA before share-based compensation expense, workforce transition costs, and distribution center costs.

The Company believes that these non-GAAP financial measures provide important supplemental information to management and investors. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with the GAAP results and the accompanying reconciliation to corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting the Company’s business and results of operations.

Management uses Adjusted EBITDA as one measure of the Company’s operating performance because it assists in comparing the Company’s operating performance on a consistent basis by removing the impact of share-based compensation expense as well as other items that we do not believe are representative of our ongoing operating performance. Internally, this non-GAAP measure is also used by management for planning purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; and for evaluating the effectiveness of operational strategies. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the ongoing operations of companies in our industry.

This non-GAAP financial measure is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management strongly encourages investors to review the Company’s consolidated financial statements in their entirety and to not rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. In addition, the Company expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from the Company’s non-GAAP measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

The table below reconciles net loss to Adjusted EBITDA for the periods presented (in thousands):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net loss	$	(10,018)	$	(2,517)	$	(25,183)	$	(2,137)
Depreciation & amortization		4,956		4,430		13,436		12,596
Amortization of intangible assets		12		8		33		28
Interest (income) expense, net		(35)		(449)		(240)		(323)
Income tax provision		135		114		260		396
EBITDA	$	(4,950)	$	1,586	$	(11,694)	$	10,560
Stock compensation expense	$	3,057	$	1,462	$	8,967	$	8,158
Workforce transition costs⁽¹⁾		26		—		617		—
Distribution center costs⁽²⁾		705		—		1,882		—
Adjusted EBITDA	$	(1,162)	$	3,048	$	(228)	$	18,718

(1)	We incurred workforce transition costs, primarily related to severance, as part of our recent workforce reductions.

(2)	We incurred certain non-recurring costs, primarily overlapping rent expense, attributable to moving to our new Las Vegas, Nevada distribution center.

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Results of Operations

The following table sets forth selected statements of operations data for the periods indicated, expressed as a percentage of net sales:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	64.8		67.1		66.3		65.8
Gross profit	35.2		32.9		33.7		34.2
Operating expense	42.1		34.6		39.2		34.8
Loss from operations	(6.9)		(1.7)		(5.5)		(0.6)
Other income (expense):
Other income, net	0.3		0.5		0.2		0.5
Interest expense	(0.2)		(0.2)		(0.2)		(0.2)
Total other income, net	0.1		0.3		0.1		0.3
Loss before income taxes	(6.8)		(1.4)		(5.4)		(0.3)
Income tax provision	0.1		0.1		0.1		0.1
Net loss	(6.9)	%	(1.5)	%	(5.5)	%	(0.4)	%

Thirteen and Thirty-Nine Weeks Ended September 28, 2024 Compared to the Thirteen and Thirty-Nine Weeks Ended September 30, 2023

Net Sales and Gross Margin


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023

	(in thousands)						(in thousands)
Net sales	$	144,751		$	166,864		$	455,310		$	519,334
Cost of sales		93,769			112,047			302,016			341,524
Gross profit	$	50,982		$	54,817		$	153,294		$	177,810
Gross margin		35.2	%		32.9	%		33.7	%		34.2	%

Net sales decreased $22,113, or 13.3%, for the third quarter of 2024 compared to the third quarter of 2023. Net sales decreased $64,024, or 12.3%, for the thirty-nine weeks ended September 28, 2024 (“YTD Q3 2024”) compared to the same period in 2023. The net sales decrease for the third quarter of 2024 and YTD Q3 2024 was primarily driven by deliberate price increases to focus on higher value customers, support gross margin expansion, a continued challenging consumer environment in the industry, and one-time impacts from the Crowd Strike issue and hurricanes Helene and Milton in the quarter.

Gross profit decreased $3,835, or 7.0%, for the third quarter of 2024 compared to the same period in 2023, and decreased $24,516, or 13.8%, in YTD Q3 2024 compared to the same period of 2023. Gross margin increased 230 basis points to 35.2% in the third quarter of 2024 compared to 32.9% in the third quarter of 2023. The increase in gross margin was primarily driven by our price increases and lower product costs resulting in expanded product margins, partially offset by unfavorable freight costs. Gross margin decreased 50 basis points to 33.7% for YTD Q3 2024 compared to 34.2% in the same period in 2023. The decrease in gross margin was primarily driven by unfavorable freight costs, partially offset by our price increases.

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Operating Expense


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023

	(in thousands)						(in thousands)
Operating expense	$	60,900		$	57,734		$	178,457		$	180,935
Percent of net sales		42.1	%		34.6	%		39.2	%		34.8	%

Operating expense increased $3,166, or 5.5%, and decreased $2,478, or 1.4%, for the third quarter of 2024 and YTD Q3 2024, respectively, compared to the same periods in 2023. The increase in operating expense as a percent of net sales for the third quarter and YTD Q3 2024 was primarily related to an increase in marketing spend.

Total Other Income, Net


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023

	(in thousands)						(in thousands)
Total other income, net	$	35		$	514		$	240		$	1,384
Percent of net sales		0.0	%		0.3	%		0.1	%		0.3	%

Total other income, net, decreased $479, or 93.2%, for the third quarter of 2024 compared to the same period in 2023, primarily driven by a decrease in interest income due to a lower cash balance in the third quarter of 2024. Total other income, net, decreased $1,144, or 82.7%, for YTD Q3 2024, respectively, compared to the same period in 2023, primarily driven by the absence of other income attributable to an incentive for a new payment offering program that occurred in the first quarter of 2023.

Income Tax Provision


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	September 28, 2024			September 30, 2023			September 28, 2024			September 30, 2023

	(in thousands)						(in thousands)
Income tax provision	$	135		$	114		$	260		$	396
Percent of net sales		0.1	%		0.1	%		0.1	%		0.1	%

For the thirteen and thirty-nine weeks ended September 28, 2024, the effective tax rate for the Company was (1.4)% and (1.0)%, respectively. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, income of our Philippines subsidiary that is subject to different effective tax rates, share-based compensation that is either not deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount, and a change in the valuation allowance that offset the tax on the current period pre-tax loss.

For the thirteen and thirty-nine weeks ended September 30, 2023, the effective tax rate for the Company was (4.7)% and (22.7)%, respectively. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, income of our Philippines subsidiary that is subject to different effective tax rates, share-based compensation that is either not deductible for tax purposes or for which the tax deductible amount is different than the financial reporting amount, and a change in the valuation allowance that offset the tax of the current period pre-tax loss.

The Company accounts for income taxes in accordance with ASC Topic 740 – Income Taxes (“ASC 740”). Under the provisions of ASC 740, management is required to evaluate whether a valuation allowance should be established against its deferred tax assets. We currently have a full valuation allowance against our deferred tax assets. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. For the thirty-nine weeks ended September 28, 2024, there was no material change from fiscal year ended December 30, 2023 in the amount of the Company's deferred tax assets that are not considered to be more likely than not to be realized in future years.

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Foreign Currency

The impact of foreign currency is related to our offshore operations in the Philippines and sales of our products in Canada and was not material to our operations.

Liquidity and Capital Resources

Sources of Liquidity

During the thirty-nine weeks ended September 28, 2024, we primarily funded our operations with cash and cash equivalents generated from operations. As of September 28, 2024, our outstanding revolving loan balance under our Credit Facility was $0. We had cash and cash equivalents of $38,105 as of September 28, 2024, representing a $12,846 decrease from $50,951 of cash as of December 30, 2023. Based on our current operating plan, we believe that our existing cash and cash equivalents, investments, cash flows from operations and available funds under our Credit Facility will be sufficient to finance our operations through at least the next twelve months (see “Debt and Available Borrowing Resources” and “Funding Requirements” below).

Working Capital

As of September 28, 2024 and December 30, 2023, our working capital was $57,343 and $80,352, respectively. The historical seasonality in our business during the year can cause cash and cash equivalents, inventory and accounts payable to fluctuate, resulting in changes in our working capital.

Cash Flows

The following table summarizes the key cash flow metrics from our consolidated statements of cash flows for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 (in thousands):


	Thirty-Nine Weeks Ended
	September 28, 2024		September 30, 2023
Net cash provided by operating activities	$	8,542	$	57,865
Net cash used in investing activities		(18,130)		(7,297)
Net cash used in financing activities		(3,345)		(2,656)
Effect of exchange rate changes on cash		87		—
Net change in cash and cash equivalents	$	(12,846)	$	47,912

Operating Activities

Net cash provided by operating activities for the thirty-nine weeks ended September 28, 2024 and September 30, 2023 was $8,542 and $57,865, respectively. The decrease was primarily driven by a lower net cash inflow from the change in working capital in addition to the higher net loss for YTD Q3 2024.

Investing Activities

For the thirty-nine weeks ended September 28, 2024, net cash used in investing activities was primarily the result of additions to property and equipment of $18,146, which are mainly related to leasehold improvements, capitalized website and software development costs, and machinery and equipment. For the thirty-nine weeks ended September 30, 2023, net cash used in investing activities was primarily the result of additions to property and equipment of $7,380, which are mainly related to capitalized website and software development costs.

Financing Activities

Net cash used in financing activities was $3,345 for the thirty-nine weeks ended September 28, 2024, primarily due to $3,243 of payments on finance leases. Net cash used in financing activities was $2,656 for the thirty-nine weeks

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ended September 30, 2023, primarily due to $3,592 of payments on finance leases and $2,151 repurchase of treasury stock, partially offset by $2,604 of proceeds from stock option exercises.

Debt and Available Borrowing Resources

Total debt was $13,335 as of September 28, 2024 compared to $16,635 as of December 30, 2023 and primarily consists of right-of-use obligations – finance.

The Company maintains a Credit Facility that provides for, among other things, a revolving commitment, which is subject to a borrowing base derived from certain receivables, inventory and property and equipment. The Credit Facility provides for the revolving commitment in an aggregate principal amount of up to $75,000 and allows for an uncommitted ability to increase the aggregate principal amount by an additional $75,000 to $150,000, subject to certain terms and conditions. The Credit Facility matures on June 17, 2027. As of September 28, 2024 and December 30, 2023, our outstanding revolving loan balance was $0, respectively. As of September 28, 2024 and December 30, 2023, the outstanding standby letters of credit balance was $680, respectively, and we had $0 of our trade letters of credit outstanding in accounts payable in our consolidated balance sheets. We use the trade letters of credit in the ordinary course of business to satisfy certain vendor obligations.

Loans drawn under the Credit Facility bear interest at a per annum rate equal to either (a) SOFR plus an applicable margin of 1.50% to 2.00% per annum based on the Company’s fixed charge coverage ratio, or (b) an “alternate prime base rate” subject to an increase from 0.00% to 0.50% per annum based on the Company’s fixed charge coverage ratio. As of September 28, 2024, the Company’s SOFR based interest rate was 6.94% and the Company’s prime based rate was 8.50%. A commitment fee, based upon undrawn availability under the Credit Facility bearing interest at a rate of either 0.20% or 0.25% per annum based on the amount of undrawn availability, 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,” as defined under the Credit Agreement, is less than $9,000 for three consecutive business days and will continue until, during the preceding 45 consecutive days, no event of default existed and excess availability has been greater than $9,000 at all times (with the trigger subject to adjustment based on the Company’s revolving commitment). In addition, in the event that the Company’s required excess availability related to the “Covenant Testing Trigger Period” (as defined under the Credit Agreement) is less than $7,500 for three consecutive business days, the Company shall be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0, and continuing until excess availability has been greater than or equal to $7,500 at all times for 45 consecutive days (with the trigger subject to adjustment based on the Company’s revolving commitment).

Our Credit Agreement requires us to satisfy certain financial covenants which could limit our ability to react to market conditions or satisfy extraordinary capital needs and could otherwise restrict our financing and operations. If we are unable to satisfy the financial covenants and tests at any time, we may as a result cease being able to borrow under the Credit Facility or be required to immediately repay loans under the Credit Facility, and our liquidity and capital resources and ability to operate our business could be severely impacted, which would have a material adverse effect on our financial condition and results of operations. In those events, we may need to sell assets or seek additional equity or additional debt financing or attempt to modify our existing Credit Agreement. There can be no assurance that we would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all, or that we would be able to modify our existing Credit Agreement.

Funding Requirements

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. Our future capital requirements may, however, vary materially from those now planned or anticipated. Changes in our operating plans, lower than anticipated net sales or gross margins, increased expenses, continued or worsened economic conditions, worsening operating performance by us, or other events, including those described in “Risk Factors” included in Part II, Item 1A may force us to sell assets or seek additional debt or equity financings in the future, including the issuance of additional common stock under a registration statement. As such, there can be no assurance that we would be able to raise such additional financing or engage in asset sales on acceptable

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terms, or at all. If we are not able to raise adequate additional financing or proceeds from asset sales, we will need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations.

Seasonality

We believe our business is somewhat seasonal in nature. It includes many categories, geographies, and channels which may experience seasonality from time to time based on various external factors. Additionally, seasonality may affect our product mix. These historical seasonality trends could continue, and such trends may have a material impact on our financial condition and results of operations in subsequent periods.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales, costs and expenses, as well as the disclosure of contingent assets and liabilities and other related disclosures. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to revenue recognition, uncollectible receivables, inventory, valuation of deferred tax assets and liabilities, intangible and other long-lived assets and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of our assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and we include any revisions to our estimates in our results for the period in which the actual amounts become known.

There were no significant changes to our critical accounting policies during the thirteen weeks ended September 28, 2024. We believe our critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our historical consolidated financial condition and results of operations (for further detail, refer to our Annual Report on Form 10-K that we filed with the SEC on March 8, 2024):

●

Valuation of Inventory – Inventory Reserve

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is set forth below.

Interest Rate Risk

We are subject to interest rate risk in connection with our revolving loan under our Credit Facility, which bears an interest rate based on a SOFR, plus an applicable margin, and a prime based rate. As of September 28, 2024, we had a balance of $0 outstanding under our revolving loan. A hypothetical 100 basis point change in interest rates would not materially affect our interest expense and cash flows.

Foreign Currency Risk

Our purchases of auto parts from our Asian suppliers are denominated in U.S. dollars; however, a change in the foreign currency exchange rates could impact our product costs over time. Our operating expenses from our Philippines subsidiary are generally paid in Philippine Pesos, and as the exchange rate fluctuates, it could adversely or favorably impact our operating results. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. We do not use derivative financial instruments to manage foreign currency risk but could choose to do so in the future.

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ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation required by Rule 13a – 15(b) of the Exchange Act under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report.

Disclosure controls and procedures provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter, no change has occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Internal Controls

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been or will be detected.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

The information set forth under the caption “Legal Matters” in “Note 6 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements (Unaudited), included in Part I, Item 1A of this report, is incorporated herein by reference. For an additional discussion of certain risks associated with legal proceedings, see the section below entitled “Risk Factors” included in Part II, Item 1A of this report.

ITEM 1A. RISK FACTORS

Our business is subject to a number of risks which are summarized and then discussed in more detail below. Other risks are presented elsewhere in this report and in our other filings with the SEC. You should consider carefully the following risks in addition to the other information contained in this report and our other filings with the SEC, including our subsequent reports on Forms 10-Q and 8-K, and any amendments thereto, before deciding to buy, sell or hold our common stock. If any of the following known or unknown risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition, results of operations and/or liquidity could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment. You should not interpret the disclosure of a risk to imply that such risk has not already materialized.

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Risk Factors Summary

Our business and industry are subject to a number of risks that could adversely affect our business, financial condition and operating results. These risks are discussed in more detail below and include, but are not limited to, risks related to the following:

Risks Related To Our Operations

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We are dependent upon relationships with suppliers in Taiwan and China for the majority of our products.

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We depend on third-party delivery services, both inbound and outbound, to deliver our products to our distribution centers and customers, and any increases in the fees could adversely affect our financial condition.

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Higher wage costs due to changes in federal and state minimum wage laws could adversely affect our business.

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If commodity prices such as fuel, plastic and steel increase, our margins may be negatively impacted.

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Purchasers of aftermarket auto parts may not choose to shop online.

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Shifting online consumer behavior of purchasers of aftermarket auto parts.

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If hosts of third-party marketplaces limit our access, we could lose a substantial portion of our revenues.

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During the third quarter of 2024, we recorded a net loss, and it is possible that net losses could continue in the future.

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Our operations are restricted by our Credit Agreement, and our ability to borrow funds under our Credit Facility is subject to a borrowing base.

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If our assets become impaired, we may be required to record a significant charge to earnings.

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We are highly dependent upon key suppliers.

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Inability to manage the challenges associated with our international operations.

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If our fulfillment operations are interrupted for any significant period of time, our sales could decline.

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We face intense competition and operate in an industry with limited barriers to entry.

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Failure to offer a broad selection of products at competitive prices or to maintain sufficient inventory.

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We rely on key personnel and may need additional personnel for the success and growth of our business.

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In the future, our business could be adversely affected by the effects from a prolonged COVID-19 outbreak or another pandemic.

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As a result of our international operations, we have foreign exchange risk.

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Our product catalog database could be stolen, misappropriated or damaged, or a competitor might create a substantially similar catalog without infringing our rights.

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Economic conditions have had, and may continue to have, an adverse effect on the demand for aftermarket auto parts and could adversely affect our sales and operating results.

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The seasonality of our business places increased strain on our operations.

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Vehicle miles driven have fluctuated and may decrease.

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We may be required to collect and pay more sales taxes, and possibly for other fees and penalties.

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Our ability to use net operating loss carryforwards to offset future income may be limited.

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Our estimate of the size of our addressable market may prove to be inaccurate.

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Regulatory And Litigation Risks

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Possible new tariffs that might be imposed by the United States government.

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We face exposure to product liability lawsuits.

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Failure to comply with privacy laws and regulations and failure to adequately protect customer data.

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The regulatory framework is constantly evolving, and privacy concerns could adversely affect our business.

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Challenges by original equipment manufacturers (“OEMs”) to the validity of the auto parts industry and claims of intellectual property infringement.

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Inability to protect our intellectual property rights.

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We could incur substantial judgments, fines, legal fees and other costs relating to litigation matters or certain laws and governmental regulations.

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Changes in tax laws or regulations that are applied adversely to us or our customers.

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Existing or future government regulation could expose us to liabilities and costly changes in our business.

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We may be affected by global climate change or by legal, regulatory, or market responses to such change.

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Potential impact from future regulation related to environmental, social and governance (“ESG”) matters.

Risks Related To Our Use Of Technology

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We depend on search engines and other online sources to attract visitors to our websites and marketplace channels, and the ability to attract and convert them into customers in a cost-effective manner.

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We rely on bandwidth and data center providers, and any failure or interruption in the services provided could disrupt our business and cause us to lose customers.

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Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, business interruption and significant damages, and may damage our reputation and business.

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Dependence on open-source software could expose us to uncertainty and potential liability.

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System failures could prevent access to our websites which could reduce our net sales and harm our reputation.

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Problems with the design, updating, integration or implementation of our IT systems could interfere with our business and operations.

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Inability to respond to technological change causing our websites to become obsolete.

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Use of social media may adversely impact our reputation or subject us to fines or other penalties.

Risks Related To Our Capital Stock

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Our common stock price may continue to be volatile, which may result in losses to our stockholders.

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Our future operating results may fluctuate and may fail to meet market expectations.

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Failure to maintain an effective system of internal control over financial reporting or comply with Section 404 of the Sarbanes-Oxley Act of 2002 could cause our stock price to decline.

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Our charter documents could deter a takeover effort, which could inhibit your ability to receive an acquisition premium for your shares.

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We do not intend to pay dividends on our common stock.

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We cannot guarantee that our share repurchase program will enhance shareholder value and share repurchases could affect the price of our common stock.

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Future capital raises may dilute our existing stockholders’ ownership.

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We are required to meet the Nasdaq Global Market’s continued listing requirements.

Risks Related To Our Operations

We are dependent upon relationships with suppliers in Taiwan and China for the majority of our products, which exposes us to complex regulatory regimes and logistical challenges.

We acquire a majority of our products from manufacturers and distributors located in Taiwan and China. We do not have any long-term contracts or exclusive agreements with our foreign suppliers that would ensure our ability to acquire the types and quantities of products we desire at acceptable prices and in a timely manner or that would allow us to rely on customary indemnification protection with respect to any third-party claims similar to some of our U.S. suppliers.

In addition, because many of our suppliers are outside of the United States, additional factors could interrupt our relationships or affect our ability to acquire the necessary products on acceptable terms, including:

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political, social and economic instability and the risk of war or other international incidents in Asia, Europe, or abroad, including, but not limited to, the effects of disputes between China and Taiwan and Russia’s invasion of Ukraine;

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fluctuations in foreign currency exchange rates that may increase our cost of products;

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imposition of duties, taxes, tariffs or other charges on imports;

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difficulties in complying with import and export laws, regulatory requirements and restrictions;

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natural disasters and public health emergencies, such as the COVID-19 pandemic or other future pandemics, impacting countries from which we purchase product;

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import shipping delays resulting from foreign or domestic labor shortages, slow-downs, or stoppage;

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the failure of local laws to provide a sufficient degree of protection against infringement of our intellectual property;

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imposition of new legislation relating to import quotas or other restrictions that may limit the quantity of our product that may be imported into the U.S. from countries or regions where we do business;

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financial or political instability in any of the countries in which our product is manufactured;

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potential recalls or cancellations of orders for any product that does not meet our quality standards;

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disruption of imports by labor disputes or strikes and local business practices;

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political or military conflict involving the U.S. or any country in which our suppliers are located, which could cause a delay in the transportation of our products, an increase in transportation costs and additional risk to product being damaged and delivered on time;

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heightened terrorism security concerns, which could subject imported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods;

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inability of our non-U.S. suppliers to obtain adequate credit or access liquidity to finance their operations; and

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our ability to enforce any agreements with our foreign suppliers.

For example, during the first quarter of 2018, the United States Customs and Border Protection (“CBP”) imposed an enhanced bonding requirement on the Company at a level equivalent to three times the commercial invoice value of each shipment. While the Company had been granted relief removing the bonding requirement, CBP may impose other requirements on the Company which would make it more difficult or more expensive for the Company to import products. If we were unable to import products from China and Taiwan or were unable to import products from China and Taiwan in a cost-effective manner, we could suffer irreparable harm to our business and be required to significantly curtail our operations, file for bankruptcy or cease operations.

From time to time, we may also have to resort to administrative and court proceedings to enforce our legal rights with foreign suppliers. However, it may be more difficult to evaluate the level of legal protection we enjoy in Taiwan and China and the corresponding outcome of any administrative or court proceedings than in comparison to our suppliers in the United States.

We depend on third-party delivery services, for both inbound and outbound shipping, to deliver our products to our distribution centers and subsequently to our customers on a timely and consistent basis, and any deterioration in our relationship with any one of these third parties or increases in the fees that they charge could harm our reputation and adversely affect our business and financial condition.

We rely on third parties for the shipment of our products, both inbound and outbound shipping logistics, and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping costs have increased from time to time, and may continue to increase due to inflation or other reasons, and we may not be able to pass these costs directly to our customers. Any increased shipping costs could harm our business, prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics. For inbound logistics, we rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business and financial condition. For outbound logistics, we rely on ‘‘Less-than-Truckload’’ (‘‘LTL’’) and parcel freight based upon the product and quantities being shipped and customer delivery requirements. These outbound freight costs have increased on a year-over-year basis and may continue to increase in the future. We also ship a number of oversized auto parts which may trigger additional shipping costs by third-party delivery services. Any increases in fees or any increased use of LTL would increase our shipping costs which could negatively affect our operating results.

In addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable to us, or at all.

Higher wage costs due to changes in federal and state minimum wage laws, or due to unstable market conditions, could adversely affect our business.

Changes in federal and state minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefit costs. Increased labor costs brought about by changes in minimum wage laws, inflation, other regulations or prevailing market conditions could increase our expenses and have an adverse impact on our profitability.

If commodity prices such as fuel, plastic and steel increase, our margins may be negatively impacted.

Our third-party delivery services have increased fuel surcharges from time to time, and such increases negatively impact our margins, as we are generally unable to pass all of these costs directly to consumers. Increasing prices in the component materials for the parts we sell may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials and increase the prices they charge. We cannot ensure that we can

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recover all the increased costs through price increases, and our suppliers may not continue to provide the consistent quality of product as they may substitute lower cost materials to maintain pricing levels, all of which may have a negative impact on our business and results of operations.

Purchasers of aftermarket auto parts may not choose to shop online, which would prevent us from acquiring new customers who are necessary to the growth of our business.

The online market for aftermarket auto parts is less developed than the online market for many other business and consumer products, and currently represents only a small part of the overall aftermarket auto parts market. Our success will depend in part on our ability to attract new customers and to convert customers who have historically purchased auto parts through traditional retail and wholesale operations. Specific factors that could discourage or prevent prospective customers from purchasing from us include:

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concerns about buying auto parts without face-to-face interaction with sales personnel;

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the inability to physically handle, examine and compare products;

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delivery time associated with Internet orders;

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concerns about the security of online transactions and the privacy of personal information;

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delayed shipments or shipments of incorrect or damaged products;

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increased shipping costs; and

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the inconvenience associated with returning or exchanging items purchased online.

If the online market for auto parts does not gain widespread acceptance, our sales may decline and our business and financial results may suffer.

Shifting online consumer behavior of purchasers of aftermarket auto parts could adversely impact our financial results and the growth of our business.

Shifting consumer behavior indicates that our customers are becoming more inclined to shop for aftermarket auto parts through their mobile devices. Mobile customers exhibit different behaviors than our more traditional desktop based eCommerce customers. User sophistication and technological advances have increased consumer expectations around the user experience on mobile devices, including speed of response, functionality, product availability, security, and ease of use. If we are unable to continue to adapt our mobile device shopping experience from desktop based online shopping in ways that improve our customer’s mobile experience and increase the engagement of our mobile customers our sales may decline and our business and financial results may suffer.

In addition, recent trends indicate that customers may be more inclined to shop for aftermarket auto parts through marketplace websites such as Amazon and eBay as opposed to purchasing parts through eCommerce channels. Any mix shift in sales to marketplace channels or increase in associated commissions and costs, could result in lower gross margins, and as a result, our business and financial results may suffer.

If the hosts of third-party marketplaces limit our access to such marketplaces, our operations and financial results will be adversely affected.

Third-party marketplaces account for a significant portion of our revenues. Our sales on third-party marketplaces (including eBay and Amazon) represented a combined 36.5% of total sales in the thirty-nine weeks ended September 28, 2024. We anticipate that sales of our products on third-party marketplaces will continue to account for a significant portion of our revenues. In the future, the loss of access to these third-party marketplaces, or any significant cost increases from operating on the marketplaces, could significantly reduce our revenues, and the success of our business depends partly on continued access to these third-party marketplaces. Our relationships with our third-party marketplace

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providers could deteriorate as a result of a variety of factors, such as if they become concerned about our ability to deliver quality products on a timely basis or to protect a third-party’s intellectual property. In addition, third-party marketplace providers could prohibit our access to these marketplaces if we are not able to meet the applicable required terms of use. Loss of access to a marketplace channel could result in lower sales, and as a result, our business and financial results may suffer.

During the third quarter of 2024, we recorded a net loss, and our net losses may continue in the future.

If our net losses continue in the future, they could severely impact our liquidity, as we may not be able to provide positive cash flows from operations in order to meet our working capital requirements. We may need to borrow additional funds from our Credit Facility, which under certain circumstances may not be available, sell additional assets or seek additional equity or additional debt financing in the future. In such case, there can be no assurance that we would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all. If our net losses were to continue, 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, file for bankruptcy or cease operations.

Our operations are restricted by our Credit Agreement, and our ability to borrow funds under our Credit Facility is subject to a borrowing base.

We maintain a Credit Facility that provides for, among other things, a revolving commitment in an aggregate principal amount of up to $75,000 subject to a borrowing base derived from certain of our receivables, inventory and property and equipment. Our Credit Facility also provides for an option to increase the aggregate principal amount from $75,000 to $150,000, subject to certain terms and conditions. Our Credit Agreement includes a number of restrictive covenants. These covenants could impair our financing and operational flexibility and make it difficult for us to react to market conditions and satisfy our ongoing capital needs and unanticipated cash requirements. Specifically, such covenants restrict our ability and, if applicable, the ability of our subsidiaries to, among other things:

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incur additional debt;

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make certain investments and acquisitions;

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enter into certain types of transactions with affiliates;

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use assets as security in other transactions;

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pay dividends on our capital stock or repurchase our equity interests;

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sell certain assets or merge with or into other companies;

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guarantee the debts of others;

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enter into new lines of business;

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pay or amend our subordinated debt; and

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form any subsidiary investments.

In addition, our Credit Facility is subject to a borrowing base derived from certain of our receivables, inventory, property and equipment. In the event that components of the borrowing base are adversely affected for any reason, including adverse market conditions or downturns in general economic conditions, we could be restricted in the amount of funds we can borrow under the Credit Facility. Furthermore, in the event that components of the borrowing base decrease to a level below the amount of loans then-outstanding under the Credit Facility, we could be required to immediately repay loans to the extent of such shortfall. If any of these events were to occur, it could severely impact our

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liquidity and capital resources, limit our ability to operate our business and could have a material adverse effect on our financial condition and results of operations.

Under certain circumstances, our Credit Agreement may also require us to satisfy a financial covenant, which could limit our ability to react to market conditions or satisfy extraordinary capital needs and could otherwise impact our liquidity and capital resources, restrict our financing and have a material adverse effect on our results of operations.

Our ability to comply with the covenants and other terms of our debt obligations will depend on our future operating performance. If we are unable to satisfy the financial covenants and tests at any time and unable to obtain waivers from our lenders with respect to such requirements, we may not be able to borrow under the Credit Facility or may be required to immediately repay loans under the Credit Facility, and our liquidity and capital resources and ability to operate our business could be severely impacted, which would have a material adverse effect on our financial condition and results of operations. In those events, we may need to sell assets or seek additional equity or additional debt financing or attempt to modify our existing Credit Agreement. There can be no assurance that we would be able to raise such additional financing or engage in such asset sales on acceptable terms, or at all, or that we would be able to modify our existing Credit Agreement.

While we did not have any outstanding revolver loan debt under our Credit Agreement as of September 28, 2024, we may have outstanding revolver loan debt in the future. Any outstanding indebtedness would have important consequences, including the following:

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we would have to dedicate a portion of our cash flow to making payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions or other general corporate purposes;

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certain levels of indebtedness may make us less attractive to potential acquirers or acquisition targets;

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certain levels of indebtedness may limit our flexibility to adjust to changing business and market conditions, and make us more vulnerable to downturns in general economic conditions as compared to competitors that may be less leveraged; and

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as described in more detail above, the documents providing for our indebtedness contain restrictive covenants that may limit our financing and operational flexibility.

Furthermore, our ability to satisfy our debt service obligations depends, among other things, upon fluctuations in interest rates, our future operating performance and ability to refinance indebtedness when and if necessary. These factors depend partly on economic, financial, competitive and other factors beyond our control. In addition, borrowings under our revolver use a SOFR as one benchmark for establishing the interest rate.

We may not be able to generate sufficient cash from operations to meet our debt service obligations as well as fund necessary capital expenditures and general operating expenses. In addition, if we need to refinance our debt, or obtain additional debt financing or sell assets or equity to satisfy our debt service obligations, we may not be able to do so on commercially reasonable terms, if at all. If this were to occur, we may need to defer, reduce or eliminate significant planned expenditures, restructure or significantly curtail our operations, file for bankruptcy or cease operations. The Company’s outstanding letters of credit balance as of September 28, 2024 was $680, and we had $0 of our trade letters of credit outstanding in accounts payable in our consolidated balance sheet.

If our long-lived assets become impaired, we may be required to record a significant charge to earnings.

We review our long-lived assets for impairment annually, or when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered are changes in circumstances indicating that the carrying value of our assets may not be recoverable, including a decrease in future cash flows. Should the review indicate that the carrying value is not fully recoverable, the amount of the impairment loss is determined by comparing the carrying value to the estimated fair value. Therefore, we may be required to record a significant charge to earnings in

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our consolidated financial statements during the period in which any impairment of our long-lived assets is determined, resulting in an adverse impact on our results of operations.

We are highly dependent upon key suppliers and an interruption in such relationships or our ability to obtain parts from such suppliers could adversely affect our business and results of operations.

Our top ten suppliers represented approximately 52% of our total product purchases during the thirty-nine weeks ended September 28, 2024. Our ability to acquire products from our suppliers in amounts and on terms acceptable to us is dependent upon a number of factors that could affect our suppliers and which are beyond our control. For example, financial or operational difficulties that some of our suppliers may face could result in an increase in the cost of the products we purchase from them. If we do not maintain our relationships with our existing suppliers or develop relationships with new suppliers on acceptable commercial terms, we may not be able to continue to offer a broad selection of merchandise at competitive prices and, as a result, we could lose customers and our sales could decline.

For a number of the products that we sell, we outsource the distribution and fulfillment operation and are dependent on certain drop-ship suppliers to manage inventory, process orders and distribute those products to our customers in a timely manner. For the thirty-nine weeks ended September 28, 2024, our product purchases from three drop-ship suppliers represented approximately 12% of our total product purchases. Because we outsource to suppliers a number of these traditional retail functions relating to those products, we have limited control over how and when orders are fulfilled. We also have limited control over the products that our suppliers purchase or keep in stock. Our suppliers may not accurately forecast the products that will be in high demand or they may allocate popular products to other resellers, resulting in the unavailability of certain products for delivery to our customers. Any inability to offer a broad array of products at competitive prices and any failure to deliver those products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers and our sales could decline.

In addition, the increasing consolidation among auto parts suppliers may disrupt or end our relationship with some suppliers, result in product shortages and/or lead to less competition and, consequently, higher prices. Furthermore, as part of our routine business, suppliers extend credit to us in connection with our purchase of their products. In the future, our suppliers may limit the amount of credit they are willing to extend to us in connection with our purchase of their products. If this were to occur, it could impair our ability to acquire the types and quantities of products that we desire from the applicable suppliers on acceptable terms, severely impact our liquidity and capital resources, limit our ability to operate our business and could have a material adverse effect on our financial condition and results of operations.

If we are unable to manage the challenges associated with our international operations, the growth of our business could be limited and our business could suffer.

We maintain international business operations in the Philippines. This international operation includes development and maintenance of our websites, our main call center, and sales and back office support services. We are subject to a number of risks and challenges that specifically relate to our international operations. Our international operations may not be successful if we are unable to meet and overcome these challenges, which could limit the growth of our business and may have an adverse effect on our business and operating results. These risks and challenges include:

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difficulties and costs of staffing and managing foreign operations, including any impairment to our relationship with employees caused by a reduction in force;

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restrictions imposed by local labor practices and laws on our business and operations;

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exposure to different business practices and legal standards;

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unexpected changes in regulatory requirements;

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the imposition of government controls and restrictions;

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political, social and economic instability and the risk of war, terrorist activities or other international incidents;

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the failure of telecommunications and connectivity infrastructure;

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natural disasters and public health emergencies;

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potentially adverse tax consequences; and

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fluctuations in foreign currency exchange rates and relative weakness in the U.S. dollar.

If our fulfillment operations are interrupted for any significant period of time or are not sufficient to accommodate increased demand, our sales could decline and our reputation could be harmed.

Our success depends on our ability to successfully receive and fulfill orders and to promptly deliver our products to our customers. The majority of orders for our auto parts products are filled from our inventory in our distribution centers, where all our inventory management, packaging, labeling and product return processes are performed. Increased demand and other considerations may require us to expand our distribution centers or transfer our fulfillment operations to larger or other facilities in the future. If we do not successfully expand our fulfillment capabilities in response to increases in demand, our sales could decline.

In addition, our distribution centers are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failures, terrorist attacks, acts of war, break-ins, earthquakes and similar events. We do not currently maintain back-up power systems at our fulfillment centers. We do not presently have a formal disaster recovery plan and our business interruption insurance may be insufficient to compensate us for losses that may occur in the event operations at our fulfillment center are interrupted. In addition, alternative arrangements may not be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment operations for any significant period of time, including interruptions resulting from the expansion of our existing facilities or the transfer of operations to a new facility, could damage our reputation and brand and substantially harm our business and results of operations.

We face intense competition and operate in an industry with limited barriers to entry, and some of our competitors may have greater resources than us and may be better positioned to capitalize on the growing eCommerce auto parts market.

The auto parts industry is competitive and highly fragmented, with products distributed through multi-tiered and overlapping channels. We compete with both online and offline retailers who offer OEM and aftermarket auto parts to either the DIY or Do-It-For-Me (“DIFM”) customer segments. Current or potential competitors include the following:

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national auto parts retailers such as Advance Auto Parts, AutoZone, Napa Auto Parts, CarQuest, O’Reilly Automotive and Pep Boys;

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large online marketplaces such as Amazon and eBay;

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other online retailers of automotive products websites;

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local independent retailers or niche auto parts online retailers;

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wholesale aftermarket auto parts distributors such as LKQ Corporation; and

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manufacturers, brand suppliers and other distributors selling online directly to customers.

Barriers to entry are low, and current and new competitors can launch websites at a relatively low cost. Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition

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and significantly greater financial, marketing, technical, management and other resources than we do. For example, in the event that online marketplace companies such as Amazon or eBay, who have larger customer bases, greater brand recognition and significantly greater resources than we do, focus more of their resources on competing in the aftermarket auto parts market, it could have a material adverse effect on our business and results of operations. In addition, some of our competitors have used and may continue to use aggressive pricing tactics and devote substantially more financial resources to website and system development than we do. We expect that competition will further intensify in the future as Internet use and online commerce continue to grow worldwide. Increased competition may result in reduced sales, lower operating margins, reduced profitability, loss of market share and diminished brand recognition.

Additionally, we have experienced significant competitive pressure from certain of our suppliers who are now selling their products directly to customers. Since our suppliers have access to merchandise at very low costs, they can sell products at lower prices and maintain higher gross margins on their product sales than we can. Our financial results have been negatively impacted by direct sales from our suppliers to our current and potential customers, and our total number of orders and average order value may decline due to increased competition. Continued competition from our suppliers may also continue to negatively impact our business and results of operations, including through reduced sales, lower operating margins, reduced profitability, loss of market share and diminished brand recognition. We have implemented and will continue to implement several strategies to attempt to overcome the challenges created by our suppliers selling directly to our customers and potential customers, including optimizing our pricing, continuing to increase our mix of house brands products and improving our websites, which may not be successful. If these strategies are not successful, our operating results and financial conditions could be materially and adversely affected.

If we fail to offer a broad selection of products at competitive prices or fail to maintain sufficient inventory to meet customer demands, our revenue could decline.

In order to expand our business, we must successfully offer, on a continuous basis, a broad selection of auto parts that meet the needs of our customers, including by being the first to market with new SKUs. Our auto parts are used by consumers for a variety of purposes, including repair, performance, improved aesthetics and functionality. In addition, to be successful, our product offerings must be broad and deep in scope, competitively priced, well-made, innovative and attractive to a wide range of consumers. We cannot predict with certainty that we will be successful in offering products that meet all of these requirements. Moreover, even if we offer a broad selection of products at competitive prices, we must maintain sufficient in-stock inventory to meet consumer demand. If our product offerings fail to satisfy our customers’ requirements or respond to changes in customer preferences or we otherwise fail to maintain sufficient in-stock inventory, our revenue could decline.

We rely on key personnel and may need additional personnel for the success and growth of our business.

Our business is largely dependent on the personal efforts and abilities of highly skilled executive, technical, managerial, merchandising, marketing, and call center personnel. Competition for such personnel is intense, and we cannot assure that we will be successful in attracting and retaining such personnel. The loss of any key employee or our inability to attract or retain other qualified employees could harm our business and results of operations.

A prolonged future outbreak from COVID-19, or another pandemic and its effects, potentially could adversely affect future years.

The COVID-19 pandemic has had, and may continue to have, negative impacts on economic conditions in the United States and worldwide. A public health pandemic, such as the COVID-19 pandemic, may negatively impact our business, distribution centers, customers, suppliers, employees and third-party shipping providers. We have incurred in the past, and may in the future incur, additional freight and container costs and may also continue to incur increased costs relating to workforce shortages, overtime charges, and detention costs at one or more of our distribution center. Prolonged effects of COVID-19, or a future pandemic, could also potentially disrupt our operations through, but not limited to, shipping container shortages, transportation delays, and changes in our operating procedures, including the need for additional cleaning and safety protocols.

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As a result of our international operations, we have foreign exchange risk.

Our purchases of auto parts from our Asian suppliers are denominated in U.S. dollars; however, a change in the foreign currency exchange rates could impact our product costs over time. Our financial reporting currency is the U.S. dollar and changes in exchange rates significantly affect our reported results and consolidated trends. For example, if the U.S. dollar weakens year-over-year relative to currencies in our international locations, our consolidated gross profit and operating expenses would be higher than if currencies had remained constant. Similarly, our operating expenses in the Philippines are generally paid in Philippine Pesos, and as the exchange rate fluctuates, it could adversely impact our operating results.

If our product catalog database is stolen, misappropriated or damaged, or if a competitor is able to create a substantially similar catalog without infringing our rights, then we may lose an important competitive advantage.

We have invested significant resources and time to build and maintain our product catalog, which is maintained in the form of an electronic database, which maps SKUs to relevant product applications based on vehicle makes, models and years. We believe that our product catalog provides us with an important competitive advantage in both driving traffic to our websites and converting that traffic to revenue by enabling customers to quickly locate the products they require. We cannot assure you that we will be able to protect our product catalog from unauthorized copying or theft or that our product catalog will continue to operate adequately, without any technological challenges. In addition, it is possible that a competitor could develop a catalog or database that is similar to or more comprehensive than ours, without infringing our rights. In the event our product catalog is damaged or is stolen, copied or otherwise replicated to compete with us, whether lawfully or not, we may lose an important competitive advantage and our business could be harmed.

Economic conditions have had, and may continue to have, an adverse effect on the demand for aftermarket auto parts and could adversely affect our sales and operating results.

We sell aftermarket auto parts consisting of replacement parts, hard parts, and performance parts. Demand for our products has been and may continue to be adversely affected by general economic conditions, unemployment levels, inflation, rising interest rates from the U.S. Federal Reserve as a response to inflation, or other heightened cost pressures on consumers. In declining economies, consumers often defer regular vehicle maintenance and may forego purchases of nonessential performance and accessories products, which can result in a decrease in demand for auto parts in general. Consumers also defer purchases of new vehicles, which immediately impacts performance parts and accessories, which are generally purchased in the first six months of a vehicle’s lifespan. In addition, during economic downturns some competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin and could cause large fluctuations in our stock price. Certain suppliers may exit the industry which may impact our ability to procure parts and may adversely impact gross margin as the remaining suppliers increase prices to take advantage of limited competition.

The seasonality of our business places increased strain on our operations.

Our business is somewhat seasonal in nature. It includes many categories, geographies, and channels which may experience seasonality from time to time based on various external factors. Additionally, seasonality may affect our product mix. We also have experienced increased demand following the issuance of tax rebates by the government. These historical seasonality trends could continue, and such trends may have a material impact on our financial condition and results of operations in subsequent periods. If we do not stock or restock popular products in sufficient amounts such that we fail to meet increased customer demand, it could significantly affect our revenue and our future growth. Likewise, if we overstock products in anticipation of increased demand, we may be required to take significant inventory markdowns or write-offs and incur commitment costs, which could reduce profitability.

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Vehicle miles driven, vehicle accident rates and insurance companies’ willingness to accept a variety of types of replacement parts in the repair process have fluctuated and may decrease, which could result in a decline of our revenues and negatively affect our results of operations.

We and our industry depend on the number of vehicle miles driven, vehicle accident rates and insurance companies’ willingness to accept a variety of types of replacement parts in the repair process. Decreased miles driven reduce the number of accidents and corresponding demand for crash parts, and reduce the wear and tear on vehicles with a corresponding reduction in demand for vehicle repairs and replacement or hard parts. If consumers were to drive less in the future and/or accident rates were to decline, as a result of higher gas prices, increased use of ride-shares, the advancement of driver assistance technologies, or otherwise, our sales may decline and our business and financial results may suffer.

We may be required to collect and pay more sales taxes, and could become liable for other fees and penalties, which could have an adverse effect on our business.

Following the Supreme Court decision in South Dakota v. Wayfair (“Wayfair”), online sellers can be required to collect sales tax in any state which passes legislation requiring out of state retailers to collect sales tax even where they have no physical nexus. In response to Wayfair, or otherwise, state or local governments and taxing authorities may adopt, or begin to enforce, laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions, which could harm our business and results of operations.

Moreover, if we fail to collect and remit or pay required sales or other taxes in a jurisdiction, or qualify or register to do business in a jurisdiction that requires us to do so or if we have failed to do so in the past, we could face material liabilities for taxes, fees, interest and penalties.

If we are unable to substantially utilize our net operating loss (“NOLs”) carry-forwards, our financial results may be adversely affected, and protections implemented by us to preserve our NOLs may have unintended anti-takeover effects.

As of September 28, 2024, our NOL carryforwards for federal and state were $99,578 and $81,697, respectively. In order to preserve our substantial tax assets associated with the NOLs and built-in-losses under Section 382 of the Internal Revenue Code, we adopted a Tax Benefits Preservation Agreement (“Rights Agreement”). Under Section 382 of the Internal Revenue Code, a corporation that undergoes an “ownership change” may be subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% stockholders, applying certain look-through and aggregation rules) increases by more than 50% over such stockholders’ lowest percentage ownership during the testing period (generally three years). Purchases of our common stock in amounts greater than specified levels, which will be beyond our control, could create a limitation on our ability to utilize our NOLs for tax purposes in the future. The Rights Agreement is intended to impose certain ownership limitations to prevent the purchase of our common stock in amounts that could jeopardize our ability to utilize our NOLs. While we entered into the Rights Agreement in order to preserve our NOLs, the Rights Agreement could inhibit acquisitions of significant stake in us and may prevent a change in our control. As a result, the Rights Agreement may have an “anti-takeover” effect. Similarly, the limits on the amount of common stock that a stockholder may own may make it more difficult for stockholders to replace current management or members of the board of directors. Although we have taken steps intended to preserve our ability to utilize our NOLs, including the adoption of the Rights Agreement, such efforts may not be successful.

This and other limitations imposed on our ability to utilize NOLs could cause U.S. federal and state income taxes to be paid earlier than they would be paid if such limitations were not in effect and could cause such NOLs to expire unused, in each case reducing or eliminating the benefit of such NOLs. For example, if and when we seek to apply our NOL carry-forwards to reduce our tax liability, we will have the burden of proof with respect to the losses we incurred —in some cases up to 20 years ago. We may not meet our burden of proof if these records are difficult to locate or otherwise are unavailable, which could diminish the value of the available NOL carry-forwards. Furthermore, we may not be able to generate sufficient taxable income to utilize our NOLs before they expire. If any of these events occur, we may not derive some or all of the expected benefits from our NOLs. In addition, at the state level there may be periods

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during which the use of NOLs is suspended or otherwise limited, which would accelerate or may permanently increase state taxes owed.

Our estimate of the size of our addressable market may prove to be inaccurate.

Data for retail sales of auto products is collected for most, but not all channels, and as a result, it is difficult to estimate the size of the market and predict the rate at which the market for our products will grow, if at all. While our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

Regulatory and Litigation Risks

Possible new tariffs that might be imposed by the United States government could have a material adverse effect on our results of operations.

Changes in U.S. and foreign governments’ trade policies have resulted in, and may continue to result in, tariffs on imports into and exports from the U.S., among other restrictions. Throughout 2018 and 2019, the U.S. imposed tariffs on imports from several countries, including China. If further tariffs are imposed on imports of our products, or retaliatory trade measures are taken by China or other countries in response to existing or future tariffs, we could be forced to raise prices on all of our imported products or make changes to our operations, any of which could materially harm our revenue or operating results. Any additional future tariffs or quotas imposed on our products or related materials may impact our sales, gross margin and profitability if we are unable to pass increased prices onto our customers.

We face exposure to product liability lawsuits.

The automotive industry in general has been subject to a large number of product liability claims due to the nature of personal injuries that result from car accidents or malfunctions. As a distributor of auto parts, including parts obtained overseas, we could be held liable for the injury or damage caused if the products we sell are defective or malfunction regardless of whether the product manufacturer is the party at fault. While we carry insurance against product liability claims, if the damages in any given action were high or we were subject to multiple lawsuits, the damages and costs could exceed the limits of our insurance coverage or prevent us from obtaining coverage in the future. If we were required to pay substantial damages as a result of these lawsuits, it may seriously harm our business and financial condition. Even defending against unsuccessful claims could cause us to incur significant expenses and result in a diversion of management’s attention. In addition, even if the money damages themselves did not cause substantial harm to our business, the damage to our reputation and the brands offered on our websites could adversely affect our future reputation and our brand, and could result in a decline in our net sales and profitability.

Failure to comply with privacy laws and regulations and failure to adequately protect customer data could harm our business, damage our reputation and result in a loss of customers.

Federal and state and regulations may govern the collection, use, sharing and security of data that we receive from our customers. In addition, we have and post on our websites our own privacy policies and practices concerning the collection, use and disclosure of customer data. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, U.S. Federal Trade Commission requirements or other federal, state or international privacy-related laws and regulations could result in proceedings or actions against us by governmental entities or others, which could potentially harm our business. Further, failure or perceived failure to comply with our policies or applicable requirements related to the collection, use or security of personal information or other privacy-related matters could damage our reputation and result in a loss of customers.

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The regulatory framework for data privacy is constantly evolving, and privacy concerns could adversely affect our operating results.

The regulatory framework for privacy issues is currently evolving and is likely to remain uncertain for the foreseeable future. The occurrence of unanticipated events often rapidly drives the adoption of legislation or regulation affecting the use of data and the way we conduct our business; in fact, there are active discussions among U.S. legislators around adoption of a new U.S. federal privacy law. Restrictions could be placed upon the collection, management, aggregation and use of information, which could result in a material increase in the cost of collecting and maintaining certain kinds of data. In June of 2018, California enacted the California Consumer Privacy Act (the “CCPA”), which took effect on January 1, 2020. The CCPA gives consumers the right to request disclosure of information collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated against for exercising these rights. We are required to comply with the CCPA. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the U.S., which could increase our potential liability and adversely affect our business.

Challenges by OEMs to the validity of the aftermarket auto parts industry and claims of intellectual property infringement could adversely affect our business and the viability of the aftermarket auto parts industry.

OEMs have attempted to use claims of intellectual property infringement against manufacturers and distributors of aftermarket products to restrict or eliminate the sale of aftermarket products that are the subject of the claims. The OEMs have brought such claims in federal court and with the United States International Trade Commission. We have received in the past, and we anticipate we may in the future receive, communications alleging that certain products we sell infringe the patents, copyrights, trademarks and trade names or other intellectual property rights of OEMs or other third parties. For instance, after approximately three and a half years of litigation and related costs and expenses, on April 16, 2009, we entered into a settlement agreement with Ford Motor Company and Ford Global Technologies, LLC that ended the two legal actions that were initiated by Ford against us related to claims of patent infringement.

The United States Patent and Trademark Office records indicate that OEMs are seeking and obtaining more design patents and trademarks than they have in the past. In some cases, we have entered into license agreements that allow us to sell aftermarket parts that replicate OEM patented parts in exchange for a royalty. In the event that our license agreements, or other similar license arrangements are terminated or we are unable to agree upon renewal terms, we may be subject to restrictions on our ability to sell aftermarket parts that replicate parts covered by design patents or trademarks, which could have an adverse effect on our business.

In 2018, for example, the CBP alleged that certain repair grilles imported by the Company were counterfeit and infringed on trademarks registered by OEMs. The Company subsequently settled with CBP, however, to the extent that the OEMs are successful in obtaining and enforcing other intellectual property rights, we could be restricted or prohibited from selling certain aftermarket products which could have an adverse effect on our business. Infringement claims could also result in increased costs of doing business arising from new importing requirements, increased port and carrier fees and legal expenses, adverse judgments or settlements or changes to our business practices required to settle such claims or satisfy any judgments. Litigation or regulatory enforcement could also result in interpretations of the law that require us to change our business practices or otherwise increase our costs and harm our business. We may not maintain sufficient, or any, insurance coverage to cover the types of claims that could be asserted. If a successful claim were brought against us, it could expose us to significant liability.

If we are unable to protect our intellectual property rights, our reputation and brand could be impaired and we could lose customers.

We regard our trademarks, trade secrets and similar intellectual property such as our proprietary back-end order processing and fulfillment code and process as important to our success. We rely on trademark and copyright law, and trade secret protection, and confidentiality and/or license agreements with employees, customers, partners and others to protect our proprietary rights. We cannot be certain that we have taken adequate steps to protect our proprietary rights,

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especially in countries where the laws may not protect our rights as fully as in the United States. In addition, our proprietary rights may be infringed or misappropriated, and we could be required to incur significant expenses to preserve them. In the past we have filed litigation to protect our intellectual property rights. The outcome of such litigation can be uncertain, and the cost of prosecuting such litigation may have an adverse impact on our earnings. We have common law trademarks, as well as pending federal trademark registrations for several marks and several registered marks. However, any registrations may not adequately cover our intellectual property or protect us against infringement by others. Effective trademark, service mark, copyright, patent and trade secret protection may not be available in every country in which our products and services may be made available online. We also currently own or control a number of Internet domain names, including www.carparts.com, www.jcwhitney.com, www.autopartswarehouse.com and www.usautoparts.com, and have invested time and money in the purchase of domain names and other intellectual property, which may be impaired if we cannot protect such intellectual property. We may be unable to protect these domain names or acquire or maintain relevant domain names in the United States and in other countries. If we are not able to protect our trademarks, domain names or other intellectual property, we may experience difficulties in achieving and maintaining brand recognition and customer loyalty.

Because we are involved in litigation from time to time and are subject to numerous laws and governmental regulations, we could incur substantial judgments, fines, legal fees and other costs as well as reputational harm.

We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various reasons. The damages sought against us in some of these litigation proceedings could be substantial. Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse effect on our business, financial condition, results of operations and cash flows. For more information on our ongoing litigation, see the information set forth under the caption “Legal Matters” in “Note 6 Commitments and Contingencies” of the Notes to Consolidated Financial Statements, included in Part I, Item 1 of this report.

Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, legislation enacted in 2017, informally titled the Tax Act enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Act may affect us, and certain aspects of the Tax Act could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to the Tax Act or any newly enacted federal tax legislation. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

Existing or future government regulation could expose us to liabilities and costly changes in our business operations and could reduce customer demand for our products and services.

We are subject to federal and state consumer protection laws and regulations, including laws protecting the privacy of customer non-public information and regulations prohibiting unfair and deceptive trade practices, as well as laws and regulations governing businesses in general and the Internet and eCommerce and certain environmental laws. Additional laws and regulations may be adopted with respect to the Internet, the effect of which on eCommerce is uncertain. These laws may cover issues such as user privacy, spyware and the tracking of consumer activities, marketing e-mails and communications, other advertising and promotional practices, money transfers, pricing, content and quality of products and services, taxation, electronic contracts and other communications, intellectual property rights, and information security. Furthermore, it is not clear how existing laws such as those governing issues such as property ownership, sales and other taxes, trespass, data mining and collection, and personal privacy apply to the Internet and eCommerce. To the extent we expand into international markets, we will be faced with complying with local laws and regulations, some of which may be materially different than U.S. laws and regulations. Any such foreign law or

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regulation, any new U.S. law or regulation, or the interpretation or application of existing laws and regulations to the Internet or other online services or our business in general, may have a material adverse effect on our business, prospects, financial condition and results of operations by, among other things, impeding the growth of the Internet, subjecting us to fines, penalties, damages or other liabilities, requiring costly changes in our business operations and practices, and reducing customer demand for our products and services. We may not maintain sufficient, or any, insurance coverage to cover the types of claims or liabilities that could arise as a result of such regulation.

We may be affected by global climate change or by legal, regulatory, or market responses to such change.

The growing political and scientific sentiment is that global weather patterns are being influenced by increased levels of greenhouse gases in the earth’s atmosphere. This growing sentiment and the concern over climate change have led to legislative and regulatory initiatives aimed at reducing greenhouse gas emissions which warm the earth’s atmosphere. These warmer weather conditions could result in a decrease in demand for auto parts in general. Moreover, proposals that would impose mandatory requirements on greenhouse gas emissions continue to be considered by policy makers in the United States. Laws enacted that directly or indirectly affect our suppliers (through an increase in the cost of production or their ability to produce satisfactory products) or our business (through an impact on our inventory availability, cost of sales, operations or demand for the products we sell) could adversely affect our business, financial condition, results of operations and cash flows. Significant increases in fuel economy requirements or new federal or state restrictions on emissions of carbon dioxide that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell or lead to changes in automotive technology. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. Our inability to respond to such changes could adversely impact the demand for our products and our business, financial condition, results of operations or cash flows.

Increased public attention related to ESG matters may expose us to negative public perception and could result in additional costs on our business.

Recently, more attention is being directed towards publicly traded companies regarding ESG matters. A failure, or perceived failure, to respond to investor or customer expectations related to ESG concerns could impact the value of our brand, the cost of our operations or relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG matters could adversely affect our business.

Risks Related To Our Use Of Technology

We depend on search engines and other online sources to attract visitors to our websites and marketplace channels, and if we are unable to attract these visitors and convert them into customers in a cost-effective manner, our business and results of operations will be harmed.

Our success depends on our ability to attract customers in a cost-effective manner. Our investments in marketing may not effectively reach potential consumers or those consumers may not decide to buy from us or the volume of consumers that purchase from us may not yield the intended return on investment. With respect to our marketing channels, we rely on relationships with providers of online services, search engines, shopping comparison sites and eCommerce businesses to provide content, advertising banners and other links that direct customers to our websites. We rely on these relationships as significant sources of traffic to our websites. In particular, we rely on Google as an important marketing channel, and if Google changes its algorithms or if competition increases for advertisements on Google or on our marketplace channels, we may be unable to cost-effectively attract customers to our products.

Our agreements with our marketing providers generally have terms of one year or less. If we are unable to develop or maintain these relationships on acceptable terms, our ability to attract new customers would be harmed. In addition, many of the parties with whom we have online-advertising arrangements could provide advertising services to other companies, including retailers with whom we compete. As competition for online advertising has increased, the cost for these services has also increased. A significant increase in the cost of the marketing vehicles upon which we rely could adversely impact our ability to attract customers in a cost-effective manner and harm our business and results of operations. Further, we use promotions as a way to drive sales, these promotional activities may not drive sales and may adversely affect our gross margins.

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Similarly, if any free search engine, shopping comparison site, or marketplace site on which we rely begins charging fees for listing or placement, or if one or more of the search engines, shopping comparison sites, marketplace sites and other online sources on which we rely for purchased listings, increases their fees, or modifies or terminates its relationship with us, our expenses could rise, we could lose customers and traffic to our websites could decrease.

We rely on bandwidth and data center providers and other third parties to provide products to our customers, and any failure or interruption in the services provided by these third parties could disrupt our business and cause us to lose customers.

We rely on third-party vendors, including data center and bandwidth providers. Any disruption in the network access or co-location services, which are the services that house and provide Internet access to our servers, provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We also license technology and related databases from third parties to facilitate elements of our eCommerce platform. We have experienced and expect to continue to experience interruptions and delays in service and availability for these elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies could negatively impact our relationship with our customers and adversely affect our business. Our systems also heavily depend on the availability of electricity, which also comes from third-party providers. If we were to experience a major power outage, we would have to rely on back-up generators. These back-up generators may not operate properly through a major power outage, and their fuel supply could also be inadequate during a major power outage. Information systems such as ours may be disrupted by even brief power outages, or by the fluctuations in power resulting from switches to and from backup generators. This could disrupt our business and cause us to lose customers.

Security threats, such as ransomware attacks, to our IT infrastructure could expose us to liability, and damage our reputation and business.

It is essential to our business strategy that our technology and network infrastructure remain secure and is perceived by our customers to be secure. Despite security measures, however, any network infrastructure may be vulnerable to cyber-attacks. Information security risks have significantly increased in recent years in part due to the proliferation of new technologies and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign private parties and state actors. As a leading online source for automotive aftermarket parts, we have in the past experienced and we could continue to face cyber-attacks that attempt to penetrate our network security, including our data centers, to sabotage or otherwise disable our network of websites and online marketplaces, misappropriate our or our customers’ proprietary information, which may include personally identifiable information, or cause interruptions of our internal systems and services. For example, in June 2020, we were the subject of a ransomware attack on our network that briefly disrupted access to some of our systems. Although we did not pay the ransomware and did not incur any fines or settlements, we did incur out of pocket expenses costs related to this incident of $100,000. If successful, any of these attacks could negatively affect our reputation, damage our network infrastructure and our ability to sell our products, harm our relationship with customers that are affected and expose us to financial liability.

Given the rapidly evolving nature and proliferation of cyber threats, our internal controls relating to cybersecurity may not prevent or identify all such attacks in a timely manner or otherwise prevent unauthorized access to, damage to, or interruption of our systems and operations, and we cannot eliminate the risk of human error or employee or vendor malfeasance.

In addition, any failure by us to comply with applicable privacy and information security laws and regulations could cause us to incur significant costs to protect any customers whose personal data was compromised and to restore customer confidence in us and to make changes to our information systems and administrative processes to address security issues and compliance with applicable laws and regulations. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to stop shopping on our sites altogether. Such events could lead to lost sales and adversely affect our results of operations. We also could be exposed to government enforcement actions and private litigation.

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Moreover, we are subject to the Payment Card Industry Data Security Standard ("PCI DSS"), issued by the PCI Council. PCI DSS contains compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data. We cannot be certain that all of our information technology systems are able to prevent, contain or detect any cyber-attacks, cyber terrorism, or security breaches from known malware or malware that may be developed in the future. To the extent that any disruption results in the loss, damage or misappropriation of information, we may be materially adversely affected by claims from customers, financial institutions, regulatory authorities, payment card associations and others. In addition, the cost of complying with stricter privacy and information security laws and standards could be significant to us. In January 2024, we were deemed to be PCI compliant by PCI DSS 3.2.1, the new security standards as issued by the PCI Council. In the future, there could be additional new standards and there is no guarantee that we will be able to conform to these new standards, and if we fail to meet these standards, we could become subject to fines and other penalties and experience a significant increase in payment card transaction costs. In addition, such failure could damage our reputation, inhibit sales, and adversely affect our business.

Our eCommerce system is dependent on open-source software, which exposes us to uncertainty and potential liability.

We utilize open-source software such as Linux, Apache, MySQL, PHP, Fedora and Perl throughout our web properties and supporting infrastructure although we have created proprietary programs. Open-source software is maintained and upgraded by a general community of software developers under various open-source licenses, including the GNU General Public License (“GPL”). These developers are under no obligation to maintain, enhance or provide any fixes or updates to this software in the future. Additionally, under the terms of the GPL and other open-source licenses, we may be forced to release to the public source-code internally developed by us pursuant to such licenses. Furthermore, if any of these developers contribute any code of others to any of the software that we use, we may be exposed to claims and liability for intellectual property infringement and may also be forced to implement changes to the code-base for this software or replace this software with internally developed or commercially licensed software.

System failures, including failures due to natural disasters or other catastrophic events, could prevent access to our websites, which could reduce our net sales and harm our reputation.

Our sales would decline and we could lose existing or potential customers if they are not able to access our websites or if our websites, transactions processing systems or network infrastructure do not perform to our customers’ satisfaction. Any Internet network interruptions or problems with our websites could:

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prevent customers from accessing our websites;

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reduce our ability to fulfill orders or bill customers;

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reduce the number of products that we sell;

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cause customer dissatisfaction; or

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damage our brand and reputation.

We have experienced brief computer system interruptions in the past, and we believe they may continue to occur from time to time in the future. Our systems and operations are also vulnerable to damage or interruption from a number of sources, including a natural disaster or other catastrophic event such as an earthquake, typhoon, volcanic eruption, fire, flood, terrorist attack, computer viruses, power loss, telecommunications failure, physical and electronic break-ins and other similar events. For example, our headquarters and the majority of our infrastructure, including some of our servers, are located in Southern California, a seismically active region. We also maintain offshore and outsourced operations in the Philippines, an area that has been subjected to a typhoon and a volcanic eruption in the recent past. In addition, California has in the past experienced power outages as a result of limited electrical power supplies and due to recent fires in the southern part of the state. Such outages, natural disasters and similar events may recur in the future and could disrupt the operation of our business. Our technology infrastructure is also vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Although the critical portions of our systems are redundant and

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backup copies are maintained offsite, not all of our systems and data are fully redundant. We do not presently have a formal disaster recovery plan in effect and may not have sufficient insurance for losses that may occur from natural disasters or catastrophic events. Any substantial disruption of our technology infrastructure could cause interruptions or delays in our business and loss of data or render us unable to accept and fulfill customer orders or operate our websites in a timely manner, or at all.

We recently implemented a new enterprise resource planning system in fiscal year 2022, and we may occasionally update or integrate other IT systems. Problems with the design, integration or implementation of these systems could interfere with our business and operations.

We recently completed a multi-year implementation of a new global enterprise resource planning system (ERP) in fiscal year 2022. The ERP is designed to accurately maintain the company's books and records and provide important information to the company's management team for use in the operation of the business. The Company's ERP required the investment of significant human and financial resources. If the ERP system does not operate as intended, it could adversely affect our financial reporting systems and our ability to produce financial reports and process transactions. Additionally, if we are unable to successfully implement any new IT system, remediate, update or integrate our existing systems at times when necessary, our financial position, results of operations and cash flows could be negatively impacted.

If we do not respond to technological change, our websites could become obsolete and our financial results and conditions could be adversely affected.

We maintain a network of websites which requires substantial development and maintenance efforts, and entails significant technical and business risks. To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our websites. The Internet and the eCommerce industry are characterized by rapid technological change, the emergence of new industry standards and practices and changes in customer requirements and preferences. Therefore, we may be required to license emerging technologies, enhance our existing websites, develop new services and technology that address the increasingly sophisticated and varied needs of our current and prospective customers, and adapt to technological advances and emerging industry and regulatory standards and practices in a cost-effective and timely manner. Our ability to remain technologically competitive may require substantial expenditures and lead time and our failure to take necessary action in a timely manner to improve our websites and other technology applications may harm our business and results of operations.

Use of social media may adversely impact our reputation or subject us to fines or other penalties.

The use of social media platforms, including blogs, social media websites and other forms of internet-based communication, which allow individuals access to a broad audience of consumers and other interested persons, has become commonplace. Negative commentary regarding us or the brands that we sell may be posted on social media platforms or similar devices at any time and may harm our reputation or business. Consumers value readily available information concerning retailers and their goods and services and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction. In addition, social media platforms provide users with access to such a broad audience that collective action against our website and marketplace stores, such as boycotts, can be more easily organized. If such actions were organized, we could suffer reputational damage as well as physical damage to our stores and merchandise.

We also use social media platforms as marketing tools or as channels to disseminate information. For example, the Company and its executive officers maintain Facebook, Instagram, Twitter, LinkedIn, and other social media accounts, where marketing and other information relevant to customers and investors is disseminated. As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

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Risks Related To Our Capital Stock

Our common stock price has been and may continue to be volatile, which may result in losses to our stockholders.

The market prices of technology and eCommerce companies generally have been extremely volatile and have recently experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to, among other things, the risk factors described in this report and other factors beyond our control such as fluctuations in the operations or valuations of companies perceived by investors to be comparable to us, our ability to meet analysts’ expectations, our trading volume, activities of activist investors, the impact of any stock repurchase program or conditions or trends in the Internet or auto parts industries.

Since the completion of our initial public offering in February 2007 through September 28, 2024, the trading price of our common stock has been volatile. We have also experienced significant fluctuations in the trading volume of our common stock. General economic and political conditions unrelated to our performance may also adversely affect the price of our common stock. In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated. Due to the inherent uncertainties of litigation, we cannot predict the ultimate outcome of any such litigation if it were initiated. The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations.

Our future operating results may fluctuate and may fail to meet market expectations.

We expect that our revenue and operating results will continue to fluctuate from quarter to quarter due to various factors, many of which are beyond our control. The factors that could cause our operating results to continue to fluctuate include, but are not limited to:

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fluctuations in the demand for aftermarket auto parts;

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fluctuations in the availability of products for resale;

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price competition on the Internet or among offline retailers for auto parts;

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our ability to attract visitors to our websites and convert those visitors into customers, including to the extent based on our ability to successfully work with different search engines to drive visitors to our websites;

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our ability to successfully sell our products through third-party online marketplaces or the effects of any price increases in those marketplaces;

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competition from companies that have longer operating histories, larger customer bases, greater brand recognition, access to merchandise at lower costs and significantly greater resources than we do, like third-party online market places and our suppliers;

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our ability to maintain and expand our supplier and distribution relationships without significant price increases or reduced service levels;

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our ability to borrow funds under our Credit Facility;

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the effects of seasonality on the demand for our products;

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our ability to accurately forecast demand for our products, price our products at market rates and maintain appropriate inventory levels;

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our ability to build and maintain customer loyalty;

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●

our ability to successfully integrate our acquisitions;

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infringement actions that could impact the viability of the auto parts aftermarket or portions thereof;

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the success of our brand-building and marketing campaigns;

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our ability to accurately project our future revenues, earnings, and results of operations;

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government regulations related to use of the Internet for commerce, including the application of existing tax regulations to Internet commerce and changes in tax regulations;

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technical difficulties, system downtime or Internet brownouts;

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the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure; and

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macroeconomic conditions that adversely impact the general and automotive retail sales environment.

If we fail to maintain an effective system of internal control over financial reporting or comply with Section 404 of the Sarbanes-Oxley Act of 2002, we may not be able to accurately report our financial results or prevent fraud, and our stock price could decline.

While management has concluded that our internal controls over financial reporting were effective as of September 28, 2024, we have in the past identified, and could in the future identify, a significant deficiency or material weakness in internal control over financial reporting or fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to properly maintain an effective system of internal control over financial reporting, it could impact our ability to prevent fraud or to issue our financial statements in a timely manner that presents fairly our financial condition and results of operations. The existence of any such deficiencies or weaknesses, even if remediated, may also lead to the loss of investor confidence in the reliability of our financial statements, could harm our business and negatively impact the trading price of our common stock. Such deficiencies or material weaknesses may also subject us to lawsuits, regulatory investigations and other penalties.

Our charter documents could deter a takeover effort, which could inhibit your ability to receive an acquisition premium for your shares.

Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Such provisions include the following:

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our Board of Directors are authorized, without prior stockholder approval, to create and issue preferred stock which could be used to implement anti-takeover devices;

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advance notice is required for director nominations or for proposals that can be acted upon at stockholder meetings;

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stockholder and stockholder nominees for director are required to provide detailed information, regarding both the relevant stockholder and nominee, in connection with stockholder nominations for director;

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our Board of Directors is classified such that not all members of our board are elected at one time, which may make it more difficult for a person who acquires control of a majority of our outstanding voting stock to replace all or a majority of our directors;

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stockholder action by written consent is prohibited except with regards to an action that has been approved by the Board of Directors;

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special meetings of the stockholders are permitted to be called only by the chairman of our Board of Directors or by a majority of our Board of Directors;

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stockholders are not permitted to cumulate their votes for the election of directors; and

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stockholders are permitted to amend certain provisions of our bylaws only upon receiving at least 66 2/3% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.

We do not intend to pay dividends on our common stock.

We currently do not expect to pay any cash dividends on our common stock for the foreseeable future.

We cannot guarantee that our share repurchase program will enhance shareholder value, and share repurchases could affect the price of our common stock.

Our Board of Directors has periodically authorized share repurchases, funded from available working capital, including up to $30 million authorized in July 2021. The share repurchase program has an expiration date of July 26, 2026. Although our Board of Directors has authorized our share repurchase program, this program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. In addition, there can be no guarantee that repurchases made under our share repurchase program, if any, will enhance shareholder value. As of September 28, 2024, the Company remained authorized to repurchase up to approximately $25,234 in shares of its common stock.

Future capital raises may dilute our existing stockholders’ ownership.

If we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership may decrease, and these stockholders may experience substantial dilution.

We are required to meet the Nasdaq Global Market’s continued listing requirements and other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our common stock which, could make it more difficult for us to sell securities in a future financing or for you to sell our common stock.

Our common stock is currently listed on the Nasdaq Global Select Market of The Nasdaq Stock Market, LLC (“Nasdaq”), which has qualitative and quantitative continued listing criteria. However, we cannot assure you that our common stock will continue to be listed on Nasdaq in the future. In order to continue listing our common stock on Nasdaq, we are required to meet the continued listing requirements of the Nasdaq Global Market and other Nasdaq rules, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price and certain other corporate governance requirements. In particular, we are required to maintain a minimum bid price for our listed common stock of $1.00 per share. If we do not meet these continued listing requirements, our common stock could be delisted.

On September 18, 2024, we received a deficiency letter (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that, for the last thirty consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until March 17, 2025, to regain compliance. To regain compliance, the bid price of our common stock must close at $1.00 per share or more for a minimum of ten consecutive business days during such 180-day compliance period. The Deficiency Letter had no immediate effect on the listing or trading of our common stock.

We have not yet regained compliance with the Bid Price Rule. If we do not regain compliance with the Bid Price Rule by March 17, 2025, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would be required to transfer the listing of our common stock to the Nasdaq Capital Market, provided that we meet the

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continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of our intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq staff that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq would notify us that our securities would be subject to delisting. In the event of such a notification, we may appeal the Nasdaq staff’s determination to delist our securities. There can be no assurance that we will be eligible for the additional 180 calendar day compliance period, if applicable, or that the Nasdaq staff would grant our request for continued listing subsequent to any delisting notification.

If Nasdaq delists out common stock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. In such case, our stockholders’ ability to trade, or obtain quotations of the market value of our common stock would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices of these securities. In addition, delisting could also result in a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities.

There can be no assurance that our securities, if delisted from Nasdaq in the future, would be listed on a national securities exchange, a national quotation service, the over-the-counter markets or the pink sheets. Delisting from Nasdaq, or even the issuance of a notice of potential delisting, would also result in negative publicity, make it more difficult for us to raise additional capital, adversely affect the market liquidity of our securities, decrease securities analysts’ coverage of us or diminish investor, supplier and employee confidence, any or all of which could material adversely affect our business and results of operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the thirteen weeks ended September 28, 2024, none of our directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Employment Agreement Amendments

On October 28, 2024, the Company entered into amendments to the employment agreements with David Meniane, Chief Executive Officer, Michael Huffaker, Chief Operating Officer, Ryan Lockwood, Chief Financial Officer, and Kalamegam Subramanian, Chief Technology Officer. The amendments modify the equity acceleration and severance provisions in connection with a Change in Control, as defined in the Company's 2016 Equity Incentive Plan.

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Under the amended agreements, all equity awards that are assumed, substituted or otherwise continued as part of a Change in Control will accelerate in full if the executive's employment is terminated without Cause or the executive resigns for Good Reason within three months before or twelve months following a Change in Control.

In the event of a termination without Cause or resignation for Good Reason in connection with a Change in Control, Mr. Lockwood and Mr. Subramanian will receive 12 months of salary continuation and COBRA premium reimbursements (increased from 6 months in their original agreements).

The amendments do not modify any other terms of the executives' employment agreements.

The foregoing description of the amendments is qualified in its entirety by reference to the full text of each amendment, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 28, 2024.

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ITEM 6.EXHIBITS

The following exhibits are filed herewith or incorporated by reference to the location indicated below:


Exhibit No.	Description
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification of the Chief Executive Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


Date:	October 29, 2024	CARPARTS.COM, INC.

		By:	/s/ David Meniane
			David Meniane
			Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Ryan Lockwood
			Ryan Lockwood
			Chief Financial Officer
			(Principal Financial Officer)