CARPARTS.COM, INC._March 29, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33264

CARPARTS.COM, INC.

(Exact name of registrant as specified in its charter)

Delaware

68-0623433

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

2050 W. 190^th Street, Suite 400, Torrance, CA 90504

(Address of Principal Executive Office) (Zip Code)

(424) 702-1455

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PRTS	The NASDAQ Stock Market LLC (NASDAQ Global Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of May 6, 2025, the registrant had 58,478,458 shares of common stock outstanding, $0.001 par value.

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CARPARTS.COM, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THIRTEEN WEEKS ENDED MARCH 29, 2025

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		Page
	PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements	4
	Consolidated Balance Sheets (Unaudited) at March 29, 2025 and December 28, 2024	4
	Consolidated Statements of Operations and Comprehensive Operations (Unaudited) for the Thirteen Weeks Ended March 29, 2025 and March 30, 2024	5
	Consolidated Statements of Stockholders’ Equity (Unaudited) for the Thirteen Weeks Ended March 29, 2025 and March 30, 2024	6
	Consolidated Statements of Cash Flows (Unaudited) for the Thirteen Weeks Ended March 29, 2025 and March 30, 2024	7
	Notes to Consolidated Financial Statements (Unaudited)	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	21
ITEM 4.	Controls and Procedures	21

	PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	22
ITEM 1A.	Risk Factors	22
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
ITEM 3.	Defaults Upon Senior Securities	46
ITEM 4.	Mine Safety Disclosures	46
ITEM 5.	Other Information	46
ITEM 6.	Exhibits	47

Unless the context requires otherwise, as used in this report, the terms “CarParts.com,” the “Company,” “we,” “us” and “our” refer to CarParts.com, Inc. and its subsidiaries. Unless otherwise stated, all amounts are presented in thousands.

Carparts.com^®, Kool-Vue^®, JC Whitney^®, Evan Fischer^®, SureStop^®, TrueDrive^®, DriveWire^™, and DriveMotive^™, amongst others, are our current and pending trademarks in the United States. All other trademarks and trade names appearing in this report are the property of their respective owners.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included in this report, other than statements or characterizations of historical or current fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbors created thereby. Any forward-looking statements included herein are based on management’s beliefs and assumptions and on information currently available to management. We have attempted to identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” “will likely continue,” “will likely result” and variations of these words or similar expressions. These forward-looking statements include, but are not limited to, statements regarding future events, our future operating and financial results, financial expectations, expected growth and strategies, our ability to acquire additional market share, current business indicators, capital needs, financing plans, capital deployment, liquidity, contracts, litigation, product offerings, customers, acquisitions, competition and the status of our facilities. Forward-looking statements, no matter where they occur in this document or in other statements attributable to the Company involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in Part II, Item 1A of this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, In Thousands, Except Par Value Data)


	March 29,		December 28,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	38,532	$	36,397
Accounts receivable, net		10,211		6,098
Inventory, net		94,207		90,353
Other current assets		6,289		6,020
Total current assets		149,239		138,868
Property and equipment, net		30,123		32,206
Right-of-use - assets - operating leases, net		25,307		26,682
Right-of-use - assets - finance leases, net		9,798		10,765
Other non-current assets		1,988		2,053
Total assets	$	216,455	$	210,574
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	74,593	$	60,365
Accrued expenses		21,859		16,083
Right-of-use - obligation - operating, current		5,884		5,810
Right-of-use - obligation - finance, current		3,273		3,471
Other current liabilities		5,181		4,694
Total current liabilities		110,790		90,423
Right-of-use - obligation - operating, non-current		21,758		23,203
Right-of-use - obligation - finance, non-current		8,079		8,842
Other non-current liabilities		3,058		2,931
Total liabilities		143,685		125,399
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 58,295 and 57,454 shares issued and outstanding as of March 29, 2025 and December 28, 2024 (of which 3,786 are treasury stock)		62		61
Treasury stock		(11,912)		(11,912)
Additional paid-in capital		328,423		325,546
Accumulated other comprehensive income		1,055		1,055
Accumulated deficit		(244,858)		(229,575)
Total stockholders’ equity		72,770		85,175
Total liabilities and stockholders' equity	$	216,455	$	210,574

See accompanying notes to consolidated financial statements (unaudited).

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CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS

(Unaudited, in Thousands, Except Per Share Data)


	Thirteen Weeks Ended
	March 29,		March 30,
	2025		2024
Net sales	$	147,378	$	166,289
Cost of sales ⁽¹⁾		100,031		112,370
Gross profit		47,347		53,919
Operating expense		62,493		60,436
Loss from operations		(15,146)		(6,517)
Other income (expense):
Other income, net		260		437
Interest expense		(257)		(300)
Total other income, net		3		137
Loss before income taxes		(15,143)		(6,380)
Income tax provision		140		98
Net loss		(15,283)		(6,478)
Other comprehensive gain:
Foreign currency adjustments		—		87
Total other comprehensive gain		—		87
Comprehensive loss	$	(15,283)	$	(6,391)
Net loss per share:
Basic and diluted net loss per share	$	(0.27)	$	(0.11)
Weighted-average common shares outstanding:
Shares used in computation of basic and diluted net loss per share		57,343		56,503

(1)	Excludes depreciation and amortization expense which is included in operating expense.

See accompanying notes to consolidated financial statements (unaudited).

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CARPARTS.COM, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited, In Thousands)


								Accumulated
				Additional				Other				Total
	Common Stock			Paid-in-		Treasury		Comprehensive		Accumulated		Stockholders’
	Shares	Amount		Capital		Stock		Income		Deficit		Equity
Balance, December 30, 2023	56,303	$	60	$	312,874	$	(11,912)	$	783	$	(188,974)	$	112,831
Net loss	—		—		—		—		—		(6,478)		(6,478)
Issuance of shares in connection with restricted stock units vesting	243		1		(323)		—		—		—		(322)
Issuance of shares in connection with BOD fees	—		—		8		—		—		—		8
Officers and directors stock purchase plan	3		—		—		—		—		—		—
Issuance of shares in connection with ESPP	75		—		202		—		—		—		202
Share-based compensation	—		—		2,824		—		—		—		2,824
Foreign currency adjustments	—		—		—		—		87		—		87
Balance, March 30, 2024	56,624	$	61	$	315,585	$	(11,912)	$	870	$	(195,452)	$	109,152

Balance, December 28, 2024	57,454		61		325,546		(11,912)		1,055		(229,575

SEC Form 10-Q filed by CarParts.com Inc.