Cautionary Statement

You should read the following discussion and analysis in conjunction with our consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this report. Certain statements in this report, including statements regarding our business strategies, operations, financial condition, and prospects are forward-looking statements. Use of the words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would", "will likely continue," "will likely result" and similar expressions that contemplate future events may identify forward-looking statements.

The information contained in this section is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the U.S. Securities and Exchange Commission ("SEC"), which are available on the SEC's website at http://www.sec.gov. The section entitled "Risk Factors" set forth in Part II, Item 1A of this report, and similar discussions in our other SEC filings, describe some of the important factors, risks and uncertainties that may affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed or implied by these or any other forward-looking statements made by us or on our behalf. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect management's opinions only as of the date thereof. We do not assume any obligation to revise or update forward-looking statements. Finally, our historic results should not be viewed as indicative of future performance.

Overview

We are a leading online provider of aftermarket auto parts, including replacement parts, hard parts, and performance parts and accessories. We principally sell our products to individual consumers through our flagship website at www.carparts.com and online marketplaces. Our proprietary product database maps our SKUs to product applications based on vehicle makes, models and years. Our corporate website is located at www.carparts.com/investor. The inclusion of our website addresses in this report does not include or incorporate by reference into this report any information on our websites.

We believe by disintermediating the traditional auto parts supply chain and selling products directly to customers online allows us to efficiently deliver products to our customers. Our vision of "Empowering Drivers Along Their Journey" focuses on creating a trusted platform that takes the stress out of vehicle repair and maintenance. We believe our strategy consists of four areas of focus: outstanding customer service, operational excellence, financial discipline, and innovation.

Outstanding Customer Service means delivering an extensive assortment of competitively priced, quality parts to drivers looking for simple, stress-free vehicle care in an unparalleled digital-first experience. We accomplish this by leveraging our vertically integrated supply chain, expanding our domestic footprint to get closer to the customer, and improving our website and user experience.

Operational Excellence means creating a culture of continuous improvement. We focus on optimizing processes, eliminating bottlenecks, and improving communication and collaboration within our organization. This requires a commitment to ongoing learning and development as well as embracing new technologies and processes.

Financial Discipline means optimizing costs and managing financial resources in a prudent and responsible manner in order to drive shareholder value. At an organizational level, our goal is to optimize cash flow, control costs, and allocate resources effectively.

Innovation means ensuring that our company continues to evolve and deliver products and services that meet our customers evolving needs. There are currently products and services that are not widely available to customers that we believe are areas of opportunity. With meticulous execution, these innovations have the chance to build more value for our shoppers while creating additional revenues or profits in the future.


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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 941,000 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 12.2 years in 2022, 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 $21 billion by 2025. 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 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 31, 2022.

Executive Summary

For the first quarter of 2023, the Company generated net sales of $175,492, compared with $166,053 for the first quarter of 2022, representing an increase of 5.7%. The Company generated net income of $1,051 for the first quarter of 2023 compared to net income of $2,103 for the first quarter of 2022. The Company's net income before interest expense, net, income tax provision, depreciation and amortization expense, amortization of intangible assets, plus share-based compensation expense ("Adjusted EBITDA") of $9,368 in the first quarter of 2023 compared to $9,423 in the first quarter of 2022. 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 income.

Net sales increased in the first quarter of 2023 compared to the first quarter of 2022 primarily driven by continued strong demand. Gross profit increased by 2.3% to $62,551 and gross margin decreased 120 basis points to 35.6% compared to 36.8% in the first quarter of 2022. The decrease in gross margin was primarily driven by unfavorable freight costs.

Total expenses, which primarily consisted of cost of sales and operating expense, increased in the first quarter of 2023 compared to the same period in 2022. The changes in both cost of sales and operating expense are described in further detail under - "Results of Operations" below.

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 income before (a) interest



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expense, net; (b) income tax provision; (c) depreciation and amortization expense; and (d) amortization of intangible assets; while Adjusted EBITDA consists of EBITDA before share-based compensation expense.

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 income to Adjusted EBITDA for the periods
presented (in thousands):

                                             Thirteen Weeks Ended
                                    April 1, 2023            April 2, 2022
Net income                         $         1,051          $         2,103
Depreciation & amortization                  3,919                    2,957
Amortization of intangible assets               11                       28
Interest expense, net                          347                      291
Taxes                                          141                       52
EBITDA                             $         5,469          $         5,431
Stock compensation expense         $         3,899          $         3,992
Adjusted EBITDA                    $         9,368          $         9,423


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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
                                     April 1, 2023    April 2, 2022
Net sales                                    100.0 %          100.0 %
Cost of sales                                 64.4             63.2
Gross profit                                  35.6             36.8
Operating expense                             35.3             35.4
Income from operations                         0.3              1.4
Other income (expense):
Other income, net                              0.6              0.0
Interest expense                             (0.2)            (0.1)
Total other income (expense), net              0.4            (0.1)
Income before income taxes                     0.7              1.3
Income tax provision                           0.1              0.0
Net income                                     0.6 %            1.3 %

Thirteen Weeks Ended April 1, 2023 Compared to the Thirteen Weeks Ended April 2, 2022

Net Sales and Gross Margin



                        Thirteen Weeks Ended
                  April 1, 2023      April 2, 2022

                           (in thousands)
Net sales        $       175,492    $       166,053
Cost of sales            112,941            104,891
Gross profit     $        62,551    $        61,162
Gross margin                35.6 %             36.8 %

Net sales increased $9,439, or 5.7%, for the first quarter of 2023 compared to the first quarter of 2022. The net sales increase was primarily driven by continued strong demand.

Gross profit increased $1,389 or 2.3%, for the first quarter of 2023 compared to the same period of 2022. Gross margin decreased 120 basis points to 35.6% in the first quarter of 2023 compared to 36.8% in the first quarter of 2022. The decrease in gross margin was primarily driven by unfavorable freight costs.



Operating Expense

                                Thirteen Weeks Ended
                         April 1, 2023        April 2, 2022

                                   (in thousands)
Operating expense       $        61,915      $        58,771
Percent of net sales               35.3 %               35.4 %

Operating expense increased $3,144, or 5.3% for the first quarter of 2023 compared to the same period in 2022. The improvement in operating expense as a percent of net sales was primarily driven by increased operating efficiencies and lower marketing expense as a percent of net sales.


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Total Other Income (Expense), Net



                                       Thirteen Weeks Ended
                                April 1, 2023        April 2, 2022

                                          (in thousands)
Other income (expense), net    $           556      $         (236)
Percent of net sales                       0.3 %              (0.1) %

Total other income (expense), net, increased $792, or 335.6%, for the first quarter of 2023 compared to the same period in 2022. The increase was primarily due to an increase in other income attributable to an incentive received during the first quarter of 2023 for a new payment offering program.

Income Tax Provision



                                Thirteen Weeks Ended
                         April 1, 2023        April 2, 2022

                                   (in thousands)
Income tax provision    $           141      $            52
Percent of net sales                0.1 %                0.0 %

For the thirteen weeks ended April 1, 2023, the effective tax rate for the Company was 11.8%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, 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 offsets the tax on the current period pre-tax income.

For the thirteen weeks ended April 2, 2022, the effective tax rate for the Company was 2.4%. The effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes, 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 income.

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 thirteen weeks ended April 1, 2023, there was no material change from fiscal year ended December 31, 2022 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.

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 thirteen weeks ended April 1, 2023, we primarily funded our operations with cash and cash equivalents generated from operations. As of April 1, 2023, our outstanding revolving loan balance under our Credit Facility was $0. We had cash and cash equivalents of $49,305 as of April 1, 2023, representing a $30,538 increase from $18,767 of cash as of December 31, 2022. 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).



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Working Capital

As of April 1, 2023 and December 31, 2022, our working capital was $87,140 and $79,843, 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 thirteen weeks ended April 1, 2023 and April 2, 2022 (in thousands):



                                                    Thirteen Weeks Ended
                                              April 1, 2023      April 2, 2022

Net cash provided by operating activities $ 32,781 $ 5,266 Net cash used in investing activities

                (2,745)            (3,760)
Net cash provided by financing activities                502              5,379
Effect of exchange rate changes on cash                    -                  6
Net change in cash and cash equivalents      $        30,538    $         6,891

Operating Activities

Net cash provided by operating activities for the thirteen weeks ended April 1, 2023 and April 2, 2022 was $32,781 and $5,266, respectively. The increase was primarily driven by a higher net cash inflow from the change in working capital.

Investing Activities

For the thirteen weeks ended April 1, 2023 and April 2, 2022, net cash used in investing activities was primarily the result of additions to property and equipment ($2,745 and $3,760, respectively), which are mainly related to capitalized website and software development costs.

Financing Activities

Net cash provided by financing activities was $502 for the thirteen weeks ended April 1, 2023, primarily due to $1,523 of proceeds from stock option exercises and $221 of proceeds from the issuance of common stock under the ESPP, partially offset by $1,242 of payments on finance leases. Net cash provided by financing activities was $5,379 for the thirteen weeks ended April 2, 2022, primarily due to $5,000 of net borrowings from the revolving loan payable.

Debt and Available Borrowing Resources

Total debt was $19,427 as of April 1, 2023 compared to $20,669 as of December 31, 2022 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 April 1, 2023 and December 31, 2022, our outstanding revolving loan balance was $0. As of April 1, 2023 and December 31, 2022, the outstanding standby letters of credit balance as of April 1, 2023 was $620, 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


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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 April 1, 2023, the Company's SOFR based interest rate was 6.90% 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 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


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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 April 1, 2023. 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, 2023):

? Valuation of Inventory - Inventory Reserve

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