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 mission is to change the way people repair their cars and get them back on the road, and our strategy consists of the Right Part, Right Time, Right Place, as outlined below:

Right Part means ensuring our customers can find a solution to fix their vehicle on our website. Our efforts to accomplish this include curating our proprietary catalogue, creating a fast, mobile-friendly user experience, building world class data science and inventory forecasting teams and investing more heavily in our logistics and merchandising capabilities. We continue to take steps to improve our product offerings and offer customers premium products at value prices to assist customers on finding the right part.

Right Time means getting the customers back on the road quickly. We expanded our existing facilities and added new distribution centers over the past three years, and plan to add more in the future, to continue improving the customer click to delivery time so that we can keep meeting our customers' evolving expectations. Our goal is to continue to make investments to improve delivery times by getting closer to our customers to provide them the parts they need in adequate time to get back on the road quickly.

Right Place means empowering our customers to choose how they want to repair and maintain their vehicle. Whether the customer is a Do-It-Yourself ("DIY") or a Do-It-For-Me ("DIFM") customer, we intend to continue offering them the resources, tools, and turn-key solutions to get back on the road. Our vision is to provide customers an experience where they can order their repairs or maintain their vehicle and never leave their house. Whether we send a



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mobile mechanic or refer the customer to a trusted auto repair shop, we intend to be there to solve the customer's needs and make investments in our technology, or other platforms, to bring this vision to reality.

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 762,000 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, remained at near record-highs at 12.1 years during 2021, 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 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 almost $23 billion by 2024. 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.

Impact of COVID-19

The COVID-19 pandemic created uncertainty and challenges on the United States, the Philippines, and global economies and some challenges continued through the first quarter of 2022. Since the onset of the pandemic, our top priority remains the health and safety of our employees as most have continued to work from home, in addition to ensuring our customers continue receiving our high-quality, personalized service. Our distribution centers continue to remain operational while our safety protocols direct employees onsite to continue to adhere to, and follow, the COVID-19 safety guidelines recommended from the Centers for Disease Control and Prevention (CDC).

We continue to monitor and proactively mitigate risks in our supply chain because of the global supply chain disruption and port congestion. We have incurred, 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 centers due to the continued effects of the COVID-19 pandemic. However, the ultimate extent of the effects from the COVID-19 pandemic on the Company, our financial condition, results of operations, liquidity, and cash flows will be dependent on evolving developments which are uncertain and cannot be predicted at this time. See the "Risk Factors" section set forth in Part II, Item 1A for further discussion of risks related to COVID-19.

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 January 1, 2022.

Executive Summary

For the first quarter of 2022, the Company generated net sales of $166,053, compared with $144,802 for the first quarter of 2021, representing an increase of 14.7%. The Company generated net income of $2,103 for the first quarter of 2022 compared to a net loss of $2,722 for the first quarter of 2021. The Company's net income (loss) before interest



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expense, net, income tax provision, depreciation and amortization expense, amortization of intangible assets, plus share-based compensation expense ("Adjusted EBITDA") of $9,423 in the first quarter of 2022 compared to $3,562 in the first quarter of 2021. 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 (loss).

Net sales increased in the first quarter of 2022 compared to the first quarter of 2021 primarily driven by continued strong demand and the expanded capacity from our Grand Prairie distribution center. Gross profit increased by 24.4% to $61,162 and gross margin increased 280 basis points to 36.8% compared to 34.0% in the first quarter of 2021. The increase in gross margin was primarily driven by favorable product mix and favorable inbound and outbound freight costs in the first quarter of 2022.

Total expenses, which primarily consisted of cost of sales and operating expense, increased in the first quarter of 2022 compared to the same period in 2021. 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, as amended, 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 (loss) before (a) interest 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.



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

                                            Thirteen Weeks Ended
                                    April 2, 2022          April 3, 2021
Net income (loss)                  $         2,103        $       (2,722)
Depreciation & amortization                  2,957                  2,379
Amortization of intangible assets               28                     28
Interest expense, net                          291                    249
Taxes                                           52                     55
EBITDA                             $         5,431        $          (11)
Stock compensation expense         $         3,992        $         3,573
Adjusted EBITDA                    $         9,423        $         3,562


Results of Operations

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



                                          Thirteen Weeks Ended
                                     April 2, 2022    April 3, 2021
Net sales                                    100.0 %          100.0 %
Cost of sales                                 63.2             66.0
Gross profit                                  36.8             34.0
Operating expense                             35.4             35.7
Income (loss) from operations                  1.4            (1.7)
Other income (expense):
Other income, net                              0.0              0.1
Interest expense                             (0.1)            (0.2)
Total other expense, net                     (0.1)            (0.1)
Income (loss) before income taxes              1.3            (1.8)
Income tax provision                           0.0              0.0
Net income (loss)                              1.3 %          (1.8) %


Thirteen Weeks Ended April 2, 2022 Compared to the Thirteen Weeks Ended April 3, 2021

Net Sales and Gross Margin



                        Thirteen Weeks Ended
                  April 2, 2022      April 3, 2021

                           (in thousands)
Net sales        $       166,053    $       144,802
Cost of sales            104,891             95,628
Gross profit     $        61,162    $        49,174
Gross margin                36.8 %             34.0 %

Net sales increased $21,251, or 14.7%, for the first quarter of 2022 compared to the first quarter of 2021. The net sales increase was primarily driven by continued strong demand and the expanded capacity from our Grand Prairie distribution center.

Gross profit increased $11,988 or 24.4%, for the first quarter of 2022 compared to the same period of 2021. Gross margin increased 280 basis points to 36.8% in the first quarter of 2022 compared to 34.0% in the first quarter of 2021. The increase in gross margin was primarily driven by favorable product mix and favorable inbound and outbound freight costs in the first quarter of 2022.



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Operating Expense

                                Thirteen Weeks Ended
                         April 2, 2022        April 3, 2021

                                   (in thousands)
Operating expense       $        58,771      $        51,672
Percent of net sales               35.4 %               35.7 %

Operating expense increased $7,099, or 13.7% for the first quarter of 2022 compared to the same period in 2021 primarily due to an increase in fulfillment expense. The increase in fulfillment expense for the first quarter of 2022 was primarily due to a higher number of fulfilled orders and inventory receipts as well as additional expenses related to the Grand Prairie distribution center expansion and the upcoming opening of the Jacksonville, Florida distribution center.



Total Other Expense, Net

                               Thirteen Weeks Ended
                         April 2, 2022       April 3, 2021

                                  (in thousands)
Other expense, net      $         (236)     $         (169)
Percent of net sales              (0.1) %             (0.1) %

Total other expense, net, increased $67, or 39.6%, for the first quarter 2022 compared to the same period in 2021 The increase was primarily due to an increase in interest expense attributable to the higher utilization of our revolving loan and trade letters of credit during the first quarter of 2022 compared to the same period in 2021.

Income Tax Provision



                                Thirteen Weeks Ended
                         April 2, 2022        April 3, 2021

                                   (in thousands)
Income tax provision    $            52      $            55
Percent of net sales                0.0 %                0.0 %

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, income of our Philippines subsidiary that is subject to different 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 offsets the tax on the current period pre-tax income.

For the thirteen weeks ended April 3, 2021, the effective tax rate for the Company was (2.1)%. 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 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 thirteen weeks ended April 2, 2022, there was no material change from fiscal year ended January 1, 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.



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Liquidity and Capital Resources

Sources of Liquidity

During the thirteen weeks ended April 2, 2022, we primarily funded our operations with cash and cash equivalents generated from operations. As of April 2, 2022, our outstanding revolving loan balance under our Credit Facility was $5,000. We had cash and cash equivalents of $25,035 as of April 2, 2022, representing a $6,891 increase from $18,144 of cash as of January 1, 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).

As of April 2, 2022, our Credit Facility provided for a revolving commitment of up to $30,000 subject to a borrowing base derived from certain of our receivables, inventory and property and equipment (see "Debt and Available Borrowing Resources" below).

Working Capital

As of April 2, 2022 and January 1, 2022, our working capital was $76,402 and $71,808, 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 2, 2022 and April 3, 2021 (in thousands):



                                                                  Thirteen Weeks Ended
                                                            April 2, 2022       April 3, 2021
Net cash provided by operating activities                  $          5,266    $        13,051
Net cash used in investing activities                               (3,760)            (2,630)
Net cash provided by (used in) financing activities                   5,379              (316)
Effect of exchange rate changes on cash                                   6               (11)
Net change in cash and cash equivalents                    $          6,891    $        10,094

Operating Activities

Net cash provided by operating activities for the thirteen weeks ended April 2, 2022 and April 3, 2021 was $5,266 and $13,051, respectively. The decrease was primarily driven by an increase in inventory from anticipated demand for online auto parts, stocking up for the Grand Prairie, Texas expansion, as well as the upcoming opening of the Jacksonville, Florida distribution center.

Investing Activities

For the thirteen weeks ended April 2, 2022 and April 3, 2021, net cash used in investing activities was the result of additions to property and equipment ($3,760 and $2,630, respectively), which are mainly related to capitalized website and software development costs.

Financing Activities

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. Net cash used in financing activities was $316 for the thirteen weeks ended April 3, 2021, primarily due to $476 of payments on finance leases, partially offset by $163 proceeds from exercises of stock options.



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Debt and Available Borrowing Resources

Total debt was $23,183 as of April 2, 2022 compared to $15,821 as of January 1, 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 in an aggregate principal amount of up to $30,000, which is subject to a borrowing base derived from certain receivables, inventory and property and equipment. Our Credit Facility also provides for an option to increase the aggregate principal amount from $30,000 to $40,000 subject to lender approval. As of April 2, 2022, our outstanding revolving loan balance was $5,000. The outstanding standby letters of credit balance as of April 2, 2022 was $1,320, and we had $0 of our trade letters of credit outstanding in accounts payable in our consolidated balance sheet. We used 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) LIBOR plus an applicable margin of 1.25% to 1.75% per annum based on the Company's fixed charge coverage ratio, or (b) an "alternate prime base rate" subject to a reduction by 0.25% to 0.75% per annum based on the Company's fixed charge coverage ratio. As of April 2, 2022, the Company's LIBOR based interest rate was 2.25% and the Company's prime based rate was 3.75%. A commitment fee, based upon undrawn availability under the Credit Facility bearing interest at a rate of 0.25% per annum, is payable monthly. Under the terms of the Credit Agreement, cash receipts are deposited into a lock-box, which are at the Company's discretion unless the "cash dominion period" is in effect, during which cash receipts will be used to reduce amounts owing under the Credit Agreement. The cash dominion period is triggered in an event of default or if excess availability is less than the $3,600 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 $3,600 at all times (with the trigger subject to adjustment based on the Company's revolving commitment). In addition, in the event that "excess availability," as defined under the Credit Agreement, is less than $3,000 the Company shall be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0. The Credit Facility matures on December 16, 2022.

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 subject to seasonal fluctuations. We have historically experienced higher sales of replacement parts in winter months when inclement weather and hazardous road conditions typically result in more automobile collisions. Hard parts and performance parts and accessories have historically experienced higher sales in the



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summer months when consumers have more time to undertake elective projects to maintain and enhance the performance of their automobiles and the warmer weather during that time is conducive for such projects. 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 April 2, 2022. 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 2, 2022):

? Valuation of Inventory - Inventory Reserve

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