Delaware
|
001-33264
|
68-0623433
|
||
(State or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
||
17150
South Margay Avenue, Carson, CA
|
90746
|
|||
(Address
of principal executive offices)
|
(Zip
Code)
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
|
(d)
|
Exhibits.
|
Exhibit No.
|
Description
|
|||
99.1
|
Press
Release, dated August 2, 2007, of U.S. Auto Parts Network,
Inc.
|
Dated:
August 2, 2007
|
|
U.S.
AUTO PARTS NETWORK, INC.
|
||
|
|
|
By:
|
/s/ MICHAEL
J. MCCLANE
|
|
|
|
|
Michael
J. McClane
Chief
Financial Officer, Executive Vice President of Finance, Treasurer
and
Secretary
|
Exhibit No.
|
Description
|
|
99.1
|
Press
Release, dated August 2, 2007, of U.S. Auto Parts Network,
Inc.
|
·
|
Net
Sales of $42.1 million for Q2, up 56% over prior
year
|
·
|
Earnings of
$0.03 per share
|
·
|
Adjusted
EBITDA of $3.8 million
|
·
|
Conversion
rate - The conversion rate in the second quarter of 2007 remained
constant
at 1.2% compared to 1.1% during the corresponding period of 2006
and 1.2%
in the first quarter of 2007.
|
·
|
Customer
acquisition cost - The customer acquisition cost in the second quarter
of
2007 was $6 per customer, compared to $12 during the corresponding
period
of 2006 and $9 in the first quarter of
2007.
|
·
|
Unique
visitors - The number of monthly unique visitors in the second quarter
of
2007 rose to 22 million, an increase of 57% compared to the second
quarter
of 2006.
|
·
|
Orders
- The number of orders placed through our e-commerce websites rose
to
approximately 257,000 orders in the second quarter of 2007 from 160,000
in
the corresponding period of 2006, representing an increase of
approximately 61%.
|
·
|
Average
order value - The average order value of purchases on our websites
was
$125 during the second quarter of 2007, up from $124 during the
corresponding period of 2006.
|
·
|
Cash
and cash equivalents was $42.3 million at June 30,
2007.
|
·
|
Gross
profit was $13.8 million or 33% of net sales for the second quarter
of
2007 compared to $9.3 million or 34% of net sales for the second
quarter
of 2006. The year-over-year decrease in gross margin was due in
part to the inclusion in the second quarter 2006 results of the
drop-ship business of Partsbin, which was acquired in May 2006. On
a
sequential basis, gross margin increased from 31% of net sales for
the
first quarter of 2007. The sequential increase in gross margin
was primarily the result of strategic pricing improvements
implemented during the second quarter of 2007, partially offset by
the
seasonal product mix shift away from higher margin stock and ship
products
in the current quarter.
|
·
|
Marketing
spend was $2.2 million or 5% of net sales for the second quarter
of 2007
compared to $1.9 million or 7% of net sales for the prior year period
and
$3.4 million or 8% of net sales for the first quarter of
2007. We believe the sequential decrease in marketing spend
reflects the Company’s efforts to improve its return on marketing
investment.
|
·
|
General
and administrative expense was $3.7 million or 9% of net sales for
the
second quarter of 2007 compared to $2.3 million or 9% of net sales
in the
prior year period and $2.9 million or 7% of net sales for the first
quarter of 2007. The sequential increase in general and administrative
expense as a percentage of net sales was primarily due to recruiting
and
relocation expense of $0.2 million, legal expense of $0.4 million,
and
share-based compensation expense of $0.5
million.
|
·
|
Operating
expense as a percentage of net sales was 31% in the second quarter
of 2007
compared to 30% in the prior year period and 30% in the first quarter
of
2007. Operating expense for the quarters ended June 30, 2007,
March 31, 2007 and June 30, 2006 includes amortization expense related
to
intangibles of $2.1 million, $2.1 million and $0.9 million,
respectively.
|
·
|
Capital
expenditures for the second quarter of 2007 totaled $2.1 million,
including $1.0 million of internally developed software and website
development costs.
|
·
|
Net
sales are expected to be in the range of $170 million to $185
million.
|
·
|
Operating
expenses (including depreciation and amortization of software and
intangibles) as a percentage of net sales is expected to be in the
range
of 30% to 33%.
|
·
|
Diluted
net income per share is expected to be in the range of $0.05 to $0.17
assuming approximately 29.3 million shares
outstanding.
|
-
|
This
includes the estimated impact of share-based compensation expense
of $0.09
per diluted share.
|
-
|
This
includes the estimated impact of depreciation and amortization of
software
and intangibles of approximately $0.31 per diluted
share.
|
·
|
Adjusted
EBITDA is expected to be in the range of $14 million to $18
million.
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(in
thousands)
|
||||||||||||||||
Net
income
|
$ |
773
|
$ |
611
|
$ |
1,008
|
$ |
3,331
|
||||||||
Interest
(income) expense, net
|
(545 | ) |
317
|
(265 | ) |
357
|
||||||||||
Income
tax provision
|
515
|
472
|
675
|
316
|
||||||||||||
Amortization
of intangibles
|
2,100
|
947
|
4,154
|
951
|
||||||||||||
Depreciation
and amortization
|
299
|
551
|
542
|
1,082
|
||||||||||||
EBITDA
|
3,142
|
2,898
|
6,114
|
6,037
|
||||||||||||
Share-based
compensation
|
623
|
189
|
1,030
|
193
|
||||||||||||
Adjusted
EBITDA
|
$ |
3,765
|
$ |
3,087
|
$ |
7,144
|
$ |
6,230
|
|
June
30,
2007
|
December 31,
2006
|
||||||
|
(unaudited)
|
|
||||||
ASSETS
|
|
|
||||||
Current
assets:
|
|
|
||||||
Cash
and cash equivalents
|
$ |
42,324
|
$ |
2,381
|
||||
Accounts
receivable, net
|
2,779
|
2,789
|
||||||
Inventory,
net
|
11,519
|
8,796
|
||||||
Deferred
income taxes
|
934
|
934
|
||||||
Other
current assets
|
1,912
|
1,149
|
||||||
Total
current assets
|
59,468
|
16,049
|
||||||
Property
and equipment, net
|
4,516
|
2,716
|
||||||
Intangible
assets, net
|
30,493
|
33,362
|
||||||
Goodwill
|
14,201
|
14,179
|
||||||
Deferred
income taxes
|
1,703
|
1,703
|
||||||
Other
non-current assets
|
152
|
1,901
|
||||||
Total
assets
|
$ |
110,533
|
$ |
69,910
|
||||
|
|
|||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|||||||
Current
liabilities:
|
|
|||||||
Accounts
payable
|
$ |
10,045
|
$ |
9,091
|
||||
Accrued
expenses
|
3,465
|
2,912
|
||||||
Line
of credit
|
—
|
2,000
|
||||||
Notes
payable
|
1,000
|
10,805
|
||||||
Capital
leases payable, current portion
|
65
|
62
|
||||||
Other
current liabilities
|
1,442
|
2,392
|
||||||
Total
current liabilities
|
16,017
|
27,262
|
||||||
Notes
payable, less current portion, net
|
—
|
21,922
|
||||||
Capital
leases payable, less current portion
|
76
|
114
|
||||||
Total
liabilities
|
16,093
|
49,298
|
||||||
Commitments
and contingencies
|
|
|||||||
Stockholders’
equity:
|
|
|||||||
Preferred
stock, $0.001 par value; 10,000,000 and 11,100,000 shares authorized
at
June 30, 2007 and December 31, 2006, respectively; none and
11,055,425 shares issued and outstanding at June 30, 2007 and
December 31, 2006, respectively
|
—
|
11
|
||||||
Common
stock, $0.001 par value; 100,000,000 and 50,000,000 shares authorized
at
June 30, 2007 and December 31, 2006, respectively; 29,832,927 and
15,199,672 shares issued and outstanding at June 30, 2007 and
December 31, 2006, respectively
|
30
|
15
|
||||||
Additional
paid-in capital
|
141,692
|
68,906
|
||||||
Accumulated
other comprehensive income
|
35
|
5
|
||||||
Accumulated
deficit
|
(47,317 | ) | (48,325 | ) | ||||
Total
stockholders’ equity
|
94,440
|
20,612
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
110,533
|
$ |
69,910
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
sales
|
$ |
42,112
|
$ |
26,966
|
$ |
85,855
|
$ |
44,971
|
||||||||
Cost
of sales
|
28,327
|
17,617
|
58,401
|
27,876
|
||||||||||||
Gross
profit
|
13,785
|
9,349
|
27,454
|
17,095
|
||||||||||||
Operating expenses: | ||||||||||||||||
General
and administrative
|
3,655
|
2,290
|
6,531
|
4,255
|
||||||||||||
Marketing
|
4,921
|
3,179
|
10,821
|
5,155
|
||||||||||||
Fulfillment
|
1,862
|
1,213
|
3,579
|
2,365
|
||||||||||||
Technology
|
507
|
323
|
956
|
517
|
||||||||||||
Amortization
of intangibles
|
2,100
|
947
|
4,154
|
951
|
||||||||||||
Total
operating expenses
|
13,045
|
7,952
|
26,041
|
13,243
|
||||||||||||
Income
from operations
|
740
|
1,397
|
1,413
|
3,852
|
||||||||||||
Other
income (expense):
|
||||||||||||||||
Loss
from disposition of assets
|
—
|
—
|
—
|
(5 | ) | |||||||||||
Other
income
|
3
|
3
|
5
|
157
|
||||||||||||
Interest
expense, net
|
545
|
(317 | ) |
265
|
(357 | ) | ||||||||||
Total
other income (expense)
|
548
|
(314 | ) |
270
|
(205 | ) | ||||||||||
Income
before income taxes
|
1,288
|
1,083
|
1,683
|
3,647
|
||||||||||||
Income
tax provision
|
515
|
472
|
675
|
316
|
||||||||||||
Net
income
|
$ |
773
|
$ |
611
|
$ |
1,008
|
$ |
3,331
|
||||||||
|
||||||||||||||||
Basic
net income per share
|
$ |
0.03
|
$ |
0.04
|
$ |
0.04
|
$ |
0.24
|
||||||||
Diluted
net income per share
|
$ |
0.03
|
$ |
0.03
|
$ |
0.04
|
$ |
0.18
|
||||||||
Shares
used in computation of basic net income per share
|
29,832,927
|
14,120,952
|
26,679,905
|
13,663,020
|
||||||||||||
Shares
used in computation of diluted net income per share
|
29,853,346
|
20,772,428
|
28,142,830
|
18,099,520
|
Six
Months Ended
June 30,
|
||||||||
|
2007
|
2006
|
||||||
Operating
activities
|
|
|
||||||
Net
income
|
$ |
1,008
|
$ |
3,331
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
542
|
1,082
|
||||||
Amortization
of intangibles
|
4,154
|
951
|
||||||
Non-cash
interest expense
|
273
|
19
|
||||||
Loss
from disposition of assets
|
—
|
5
|
||||||
Share-based
compensation and other
|
1,030
|
292
|
||||||
Deferred
income taxes
|
—
|
(982 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable, net
|
10
|
(2 | ) | |||||
Inventory,
net
|
(2,723 | ) |
1,538
|
|||||
Other
current assets
|
(763 | ) |
2
|
|||||
Other
non-current assets
|
1,749
|
(139 | ) | |||||
Accounts
payable and accrued expenses
|
1,469
|
703
|
||||||
Other
current liabilities
|
(950 | ) | (620 | ) | ||||
Net
cash provided by operating activities
|
5,799
|
6,180
|
||||||
Investing
activities
|
||||||||
Additions
to property, equipment and intangibles
|
(2,080 | ) | (633 | ) | ||||
Acquisition
of assembled workforce
|
(1,286 | ) |
—
|
|||||
Acquisition
of business, net of cash acquired
|
(22 | ) | (24,453 | ) | ||||
Net
cash used in investing activities
|
(3,388 | ) | (25,086 | ) | ||||
Financing
activities
|
||||||||
Payments
on line of credit
|
(2,000 | ) |
—
|
|||||
Proceeds
from notes payable, net of discount
|
—
|
31,705
|
||||||
Payments
on notes payable
|
(32,000 | ) | (96 | ) | ||||
Proceeds
from initial public offering, net of offering costs
|
71,537
|
—
|
||||||
Proceeds
on issuance of Series A convertible preferred stock, net of offering
costs
|
—
|
42,246
|
||||||
Payments
of short-term financing
|
(35 | ) | (223 | ) | ||||
Proceeds
from sale of common stock
|
—
|
150
|
||||||
Stockholder
distributions
|
—
|
(1,700 | ) | |||||
Recapitalization
distribution
|
—
|
(50,000 | ) | |||||
Net
cash provided by financing activities
|
37,502
|
22,082
|
||||||
Effect
of changes in foreign currencies
|
30
|
8
|
||||||
Net
increase in cash and cash equivalents
|
39,943
|
3,184
|
||||||
Cash
and cash equivalents at beginning of period
|
2,381
|
1,353
|
||||||
Cash
and cash equivalents at end of period
|
$ |
42,324
|
$ |
4,537
|