U.S. Auto Parts Network, Inc. Stock

Good afternoon. [Operator Instructions] Please note, this call is being recorded. I would now like to pass the conference over to company management. Please go ahead.

Good afternoon, and welcome to the CarParts.com Third Quarter 2026 Earnings Call. Joining us on the call today are Chief Executive Officer, David Meniane; and our Interim Chief Financial Officer, Mark DiSiena.

Before we begin, I want to remind everyone that certain statements made during this call, including relating to our expected financial and operating performance, business plans and strategies may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied by such statements. We encourage you to review the risk factors and cautionary language contained in our most recent annual report on Form 10-K, our quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission. Additional information is available on our Investor Relations website.

We undertake no obligation to update any forward-looking statements after the date of this call. Additionally, we will reference both GAAP and non-GAAP financial measures during today's discussion. A full reconciliation of non-GAAP measures to the most directly comparable GAAP measures is included in the press release we issued earlier, which is also available on our IR website.

With that, I'll turn the call over to David.

Thank you, [ Zayo ]. Q3 2026 marks our third consecutive quarter of positive adjusted EBITDA. That is a milestone our team worked hard for, and it is clear evidence that our transformation is working. Let me put it in context. Before this streak began, we had already strung together four straight quarters of narrowing losses. In Q1 2026, we turned adjusted EBITDA positive for the first time in several quarters, coming in at $585,000. In Q2, we built on that, reaching $1.8 million in adjusted EBITDA, the strongest result we have posted since Q3 2023. And now in Q3, we remain positive at $1 million, extending that streak to three quarters. This matters because of what it represents.

Each quarter, we make deliberate decisions on assortment, on our footprint, on pricing, on advertising efficiency, on how we deploy capital, on which partnership we invest in, on which costs we eliminate. We made these choices intentionally and executed them consistently, including a continuous effort to reshape our fixed cost base. The result is structural improvement, a durable shift in the underlying economics of the business and one we are excited to build on.

A year ago, in Q3 2025, we posted an adjusted EBITDA loss of $2.5 million on net sales of $127.8 million. The business we are running today is fundamentally different, more efficient, more diversified and increasingly built around recurring revenue streams. We believe the changes we've made to our cost structure and business mix are durable, and they position us to build on this quarter. We also know we are early. $1 million of adjusted EBITDA is the foundation, and our focus now is building on it.

Before I go further on the results themselves, I want to make sure everyone is looking at the financials with the full picture in mind because gross margin percentage on its own does not always capture how business mix is changing. As our drop ship business scales through a premium on our own site, expanded assortment in adjacent categories and through JC Whitney across third-party channels, our reported gross margin percentage will reflect that mix. As a reminder, this model requires less working capital, carries less inventory risk and generates contribution margin dollars at attractive rates relative to the capital deployed.

Drop ship eliminates the carrying costs, the fulfillment overhead and the obsolescence risk that come with a traditional stock model. When you net all that out, the unit economics are compelling. Now to be clear, this is not a move to an all-drop-ship model. We will continue to stock and maintain inventory in a disciplined way, particularly where we have a competitive advantage. So when you see the gross margin percentage line move, ask a different question. Are contribution margin dollars growing? Is free cash flow improving? Are we deploying less capital to generate each incremental dollar of revenue? Together with our GAAP results, those are the metrics we use to evaluate the health of our business.

The North Star we are managing toward is long-term free cash flow generation and per share value creation for shareholders. That is the framework we use internally, and it is one we believe best captures the value we're building for shareholders over time.

Before I get into the operational details of the quarter, I want to highlight two recent initiatives that I believe represent meaningful steps in the evolution of our company. First, CarParts+ Rewards. We officially launched our first-ever points-based loyalty program on October 13, and the early results are strong. Since the soft launch in early September, we have organically enrolled more than 200,000 new members. Free members earn 1 point per dollar spent. CarParts+ Gold at $79 a year, less than the national average cost of a single tow unlocks 3x the points, free shipping on over 1 million parts, 24/7 roadside assistance, extended returns and VIP customer support. Beyond enrollment, we are deepening customer engagement, increasing repeat purchases and growing customer lifetime value while improving the efficiency of our marketing investments over time.

And second, we have recently partnered with Klarna, a company whose scale and brand recognition make it a strong offering to power buy now, pay later financing at checkout. It gives our customers greater payment flexibility, particularly when facing unexpected repair expenses, while also creating opportunities to improve conversion and average order value. Through capital-light initiatives, a loyalty ecosystem and payment flexibility, each one deepens our customer relationships.

I want to spend a moment on the architecture of our business because it is key to evaluating where we're headed. We operate two sides of one business. They are distinct, they are interdependent and together they create something that is difficult to replicate. The first side is the digital layer, the website, the mobile app, the search and fitment catalog, the marketing engine and the AI-driven personalization infrastructure that ties it all together.

Our catalog now spans over 1.5 million parts and accessories. Our mobile app accounted for nearly 15% of e-commerce revenue in Q3. AI is driving real efficiency gains across search relevance and advertising optimization, and those gains are showing up in the operating expense line. The digital layer drives discovery, conversion and increasingly retention through programs like CarParts+ Rewards.

And the second side is the physical layer, the supply chain, the distribution network, the fulfillment infrastructure and the last-mile capability we're actively building. This is where the durable competitive advantage lives. AI is transforming digital commerce. but it cannot build or operate a distribution center. It cannot negotiate a supplier agreement that took 15 years to develop. Any well-funded competitor can build a website. Very few can replicate what we have built on the physical side. That is our moat. Both layers operating in concert, reinforcing each other at every step of the customer experience. Q3 was a quarter where both sides moved forward meaningfully and the financial results reflect it.

Let me turn to our two strategic partnerships, both proof points for that platform thesis. Starting with A-Premium. We entered the quarter with A-Premium approaching the $50 million annualized revenue run rate milestone we set as our Q3 marker, and we surpassed it, exiting the quarter at approximately $55 million annualized. The catalog advantage here is real and growing. A-Premium's offering is now 6x larger than our legacy private label mechanical catalog, filling fitment gaps we previously could not cover. Contribution margin dollars on A-Premium orders are growing, and the economics per unit remain more than 2x as profitable as our legacy private label equivalent. The trajectory toward our long-term $100 million target remains intact.

Turning to JC Whitney. We exited the quarter with 7,000 SKUs live on Amazon and added more than 8,000 in early October, bringing the total to 15,000. The annualized revenue run rate increased from $2.5 million in Q2 to approximately $3 million exiting Q3. And last week, we posted a record of roughly $100,000 in weekly revenue, a $5 million annualized pace. We're also working to bring JC Whitney products to CarParts.com, expanding the brand beyond Amazon. It remains a near-term priority, and we expect to launch soon. Both partnerships follow the same capital-light drop-ship model. They expand our catalog, improve our working capital profile and generate contribution margin dollars that are accretive to the overall business.

Now let me turn to the physical layer because Q3 was another quarter of real measurable progress. We delivered more than 6,000 packages to our last-mile network during the quarter, roughly doubling Q2's pace. And we closed out the quarter with three distribution centers actively running next-day delivery. Las Vegas, Dallas and Jacksonville are live and Chicago is coming soon. The ramp is building, a few hundred packages in Q1, over 3,000 in Q2, over 6,000 in Q3. The medium-term target is 300,000 packages annually, approximately 5% of our total outbound volume, and the ramp is tracking to plan.

The economics and sales opportunities in both direct-to-consumer and commercial customers are compelling as freight costs and delivery times are substantially reduced. Freight is one of the largest cost lines in this business. Every package we route through our own network rather than a national carrier is a package where we control the cost, the timing and the customer experience. At 300,000 packages, the savings opportunity is substantial, and it compounds as volume scales. The infrastructure is in place. The routing logic is live. What remains is a volume and technology opportunity, driving more packages into the network, improving delivery density and building the data layer that connects our fulfillment systems to the last-mile routing engine in real time. That work is well underway, and the momentum heading into Q4 gives us every reason to be confident.

Now Q3 had its shares of external factors, and I want to address them directly. On the tariff front, the environment remained complex. Our sourcing mix is approximately 80% Taiwan and 18% China, with the remainder spread across other geographies. On our IEEPA tariff claims, we have now received $4.8 million, representing substantially all of the amount we were pursuing through the formal CBP process. Of that, $1.4 million was recognized in the third quarter and reinvested in targeted pricing and marketing investments to reflect our lower landed cost and stay competitive. The remaining $1.2 million is still sitting in inventory and will flow through cost of goods sold as that inventory sells in future quarters, and we may reinvest that in pricing and marketing as well.

On the demand side, consumers remain selective with discretionary spending. We stayed disciplined, pulling back advertising spend in the most competitive segments to protect efficiency and profitability, an approach we have applied consistently and stand behind. Freight costs moderated versus prior periods, though they remain elevated, and we are managing them actively. Over time, our last-mile build-out is the structural answer. We know these conditions well, and we have operating in a challenging environment for several quarters now, while delivering positive adjusted EBITDA in each of the last three quarters. We have built this business to perform through these conditions.

Let me turn to our fee income platform. That's part of the business that does not always get the attention it deserves. Our capital-light revenue layer, spanning the CarParts.com Mastercard, CarParts+ membership and loyalty and warranty products continued to build through Q3 with the annualized run rate now approaching $5 million, up from the roughly $4 million range we were running at through the back half of 2025.

CarParts+ Rewards strengthens our customer ecosystem by encouraging repeat purchases and deepening engagement, while the $79 annual Gold membership creates an additional recurring revenue opportunity. The CarParts.com Mastercard continued to add cardholders in Q3 and warranty products remained a steady contributor. Across all three, we're focused on quality over volume. The long-term value is driven by engaged repeat purchasing customers, not onetime activations. None of this requires inventory, a distribution center or a freight contract. These revenue streams sit on top of customer relationships we have already built and make the next purchase more likely. This is the structural characteristic that makes this platform compelling, and it is how we build retention at scale.

Let me be direct about where we stand and what we're managing towards for the rest of this year. We entered Q3 with three specific markers. On A-Premium, our goal was to surpass the $50 million annualized run rate, and we did it. The partnership is now running at approximately $55 million, and we remain on track toward our long-term $100 million target.

On JC Whitney, we exited Q3 at approximately $3 million annualized, up from $2.5 million in Q2 and tracking toward our $7.5 million target. And on last mile, our goal is next-day delivery from all four distribution centers by year-end. Las Vegas, Dallas and Jacksonville are live, and we're actively working towards bringing Chicago online in Q4. In Q4, the focus shifts from activation to volume as we build towards 300,000 packages a year.

So what does winning look like exiting Q4? A-Premium running above $55 million annualized, JC Whitney at or approaching $7.5 million and all four DCs running next-day delivery.

Now I'd like to turn the call over to Mark to walk through our financial results.

Thank you, David. Before I begin, a brief calendar note. Third quarter 2026 was a clean 13-week period, directly comparable to third quarter 2025. No calendar distortions affect the year-over-year comparisons. Net sales for Q3 2026 were $129.3 million compared to $127.8 million in Q3 2025, a year-over-year increase of approximately 1.2%. This is our first year-over-year revenue increase in several quarters, following a period when we deliberately walked away from unprofitable revenue. The advertising optimization and pricing discipline we have maintained throughout the year continued in Q3, while revenue still grew. It is an early step, and it is the optimal growth to build on.

Gross profit was $43.2 million, a gross margin of 33.4%, up approximately 30 basis points year-over-year and up approximately 20 basis points sequentially. This increase was primarily driven by lower freight rates, which continued to trend down during the quarter, benefiting from carrier diversification and progress on our last-mile initiatives. GAAP net loss for Q3 2026 was $4.1 million compared to $10.9 million in Q3 2025, a $6.8 million year-over-year improvement.

Adjusted EBITDA was $1 million compared to a loss of $2.5 million in Q3 2025, a $3.5 million improvement and a third consecutive quarter of positive adjusted EBITDA. The primary items bridging GAAP net loss to adjusted EBITDA are depreciation and amortization and stock-based compensation, all of which are noncash. The full reconciliation is in the earnings press release.

Total operating expenses were $47 million, down $5.3 million or approximately 10% from $52.3 million in Q3 2025. This was primarily driven by distribution center consolidation, advertising efficiency gains and fixed cost reductions from actions taken in prior periods. There were no material nonrecurring items in Q3 operating expenses.

We ended Q3 with approximately $33.8 million in cash, an undrawn $25 million revolver and no near-term liquidity concerns. Inventory ended at approximately $77 million, down from $84 million for Q2 and $95 million for Q3 2025. This decline reflects both the drop ship business and our focus on inventory efficiencies.

As A-Premium and JC Whitney grew as a percentage of revenue, we carry less owned inventory to support the same or greater revenue volume. Convertible notes remain outstanding at $25.5 million with a split adjusted conversion price of $12 per share. Share count post 1-for-10 reverse stock split stands at approximately 8.1 million shares at the end of the quarter.

Private label represents approximately 73% of revenue in Q3 2026 compared to approximately 83% in Q3 2025, reflecting an intentional shift in our mix. As A-Premium and other third-party premium brands scale, they are shifting a portion of our private label volume to a model that is more capital efficient and carries a larger catalog. Collision and replacement parts as a percentage of revenue in Q3 2026 was approximately 60% versus 65% in the prior year. This reflects the mix shift. Mechanical parts are growing faster in collision, and that has changed the revenue composition in a way that is favorable from a margin and working capital perspective.

Owned channel increased to approximately 73% of revenue in Q3. The CarParts+ Rewards program is specifically designed to reinforce this dynamic. Loyalty members have a structural incentive to transact on our own channels, and we expect that to show up in the mix over time. Regarding the retention channel, specifically e-mail, SMS and push notifications, came in at 9.6% of e-commerce revenue in Q3. The metric reflects the growing A-Premium mix and a healthy underlying retention engagement. Mobile app share of the e-commerce revenue reached approximately 14.5% in Q3, up from 12.9% last year, a consistent upward trend, reflecting ongoing investment in the app space.

With that, I will turn the call back to David for closing remarks.

Let me step back for a moment because Q3 deserves to be understood not just as a quarter, but as a chapter in a longer history. Two years ago, we were making choices that were not always easy to explain in a single earnings call, pulling back on advertising that was generating revenue but not value, restructuring the cost base and investing in partnerships and infrastructure with no immediate payoff on the income statement. We ask investors to trust the direction and Q3 shows that direction is working. These results reflect the compounding effect of hundreds of deliberate decisions made consistently over time.

Pricing discipline, advertising efficiency, partnership development, infrastructure investment, warehouse consolidation, the sale of our Philippines captive operation, technology and AI, each one takes time to pay off. And together, they are now showing up in our results.

What has changed most fundamentally is what this company is. Historically, CarParts.com was an e-commerce retailer, list parts, drive traffic and fulfill orders. Today, we are something meaningfully different. We're a loyalty platform with 200,000 members already enrolled in CarParts+ Rewards. We're a last-mile transportation network with three distribution centers running next-day delivery and a fourth on the way. We're building a fee income platform with a co-branded Mastercard, warranty products and a fee income layer that requires no inventory. And we are a destination for the full life cycle of vehicle ownership, not just the repair moment.

With our restructuring largely complete, the next phase is about growth, expanding our assortment, deepening the loyalty ecosystem and building the last-mile network toward its full economic potential. We're moving from defense to offense, and the platform we have built gives us the foundation to do that from a position of strength. The results of this quarter are the work of a team that has executed with discipline in an environment that has not always made it easy. I am proud of what they have built. We also know that this is a starting point. We have real growth ahead and real work to do to create lasting value for our shareholders, and we're excited to get after it.

Thank you for your continued interest in CarParts.com.

This concludes today's call. Thank you for attending. You may now disconnect.

Good afternoon. [Operator Instructions] Please note, this call is being recorded. I would now like to turn the conference over to our host, Mark DiSiena, Interim Chief Financial Officer. Please go ahead.

Hello, everyone, and thank you for joining us at the CarParts.com Second Quarter 2026 Conference Call. Joining me today is David Meniane, Chief Executive Officer. Before I turn it over to David, has some important disclosures. Our remarks on this call could contain certain forward-looking statements related to our company and our strategic initiatives under the federal securities laws. As results may differ materially and those contained herein are implied by the forward-looking statements due to various risks and uncertainties. For a discussion of materials and other important factors that could affect results, please refer to the CarParts.com annual report on Form 10-K and the quarterly reports on Form 10-Q, each as filed with the SEC, all of which can be found on our Investor Relations website.

On the call, both GAAP and non-GAAP financial measures will be discussed. A reconciliation of GAAP to non-GAAP financial measures is provided in the press release that we issued today.

With that, I'd like to turn the call over to David.

In the second quarter of 2026, we delivered our highest adjusted EBITDA since the third quarter of 2023. Adjusted EBITDA was $1.8 million, an improvement of [ $4.9 ] million from the same quarter last year. This is our sixth quarter in a row improvement in the metrics that matter the most, efficiently acquiring customers, improving operational execution and maintaining disciplined cost control. These gains are not the result of simply spending less. They reflect a structurally stronger business built on the merchandising, broader assortment, more effective marketing and an increasingly efficient digital platform. .

A year ago, Q2 2025 adjusted EBITDA was negative $3.1 million. Our significant improvement goes back to a decision we made about 18 months ago, to rebuild this business around profitability. Every quarter since we have moved further in that direction. This quarter is a milestone, the strongest evidence yet that the rebuild is producing real earnings power, not a single good quarter, and it came in a quarter that expects meaningful headwinds in the overall health of our customers as well as business environment.

A reminder on how we manage this business. We managed the contribution margin dollars and profitability not reported gross margin percentage. Our mix is shifting toward drop ship through our partnership with a premium and our upcoming JC Whitney. and that shift will keep moving our gross margin percentage in ways that say little about the underlying economics under our stock ship model, fulfillment cost and operating expenses under dropship, they do not. So the gross margin percentage is lower, but there's no fulfill expense behind it. The net effect can be a lower gross margin and a higher net margin.

We also continue to thoughtfully build CarParts.com as 2 sides of 1 business, a digital layer, our website, our mobile app, our search, our catalog, our marketing and the physical layer of global supply chain, distribution network, fulfillment infrastructure, inventory and last-mile capability. Most people see the e-commerce and digital side. We see both. And the advantage is not simply having both layers. It is how effectively we connect it through data, AI and customer ownership. One quick corporate note before I get into trajectory, during the quarter, we completed a reverse split and regained compliance with NASDAQ's minimum bid price requirement.

Mark will cover the mechanics. It is housekeeping, not operating, but it removes the distraction and the focus stays where it belongs. Turning to the trajectory. Q1 2026 crossed into positive adjusted EBITDA for the first time since Q1 2024. And Q2 built directly on that with sequential improvement in gross margin, operating expenses and adjusted EBITDA all in the same quarter. Each quarter, the model was working. 6 quarters end, the pattern is the story. This continues to be an execution story. The restructuring is behind us. What you're seeing is the output of a leaner organization operating against a disciplined plan, and we still have more levers to pull.

On our 8 premium partnership, the annualized gross revenue run rate is now approaching the $50 million mark we have been discussing with investors for the past 2 quarters. We continue to see a longer-term path that we believe will eventually exceed $100 million, all of that at attractive contribution margin and without the working capital burden of own mechanical inventory. Our legacy private label mechanical business requires significant inventory investment plus the fulfillment and logistics expenses that come with it. A premium revenue is more than twice as profitable as our legacy on mechanical revenue while requiring virtually no inventory.

It is better profitability and better working capital efficiency at the same time. A premiums catalog remains 6x larger than our private label mechanical offering. In a fitment specific business, coverage is a durable competitive advantage. Expanding our catalog increases the likelihood that customers find exactly the part they need on their first visit, all while requiring very little incremental working capital, and we remain in the early stages of what this partnership can become.

JC Whitney remains at 7,000 SKUs live on Amazon, and those SKUs are now performing at a $2.5 million annualized revenue run rate. That's the start, not a plateau. More SKUs from the 30,000 SKU catalogs are on the way, and we expect this run rate to roughly triple in the short term with room to grow well beyond that as the remainder of the catalog scale. We also plan to launch these products on CarParts.com in the near term. So Amazon keeps working for us and adding on our own site is incremental on every dimension we care about, more volume, more visibility for the brand and the direct relationship with the customers that give us first-party insight into what they buy and what they buy next. And that feeds into personalization, retention and marketing efficiency.

Over the medium term, we see a path to $25 million in revenue from JC Whitney at very attractive margins and very little inventory commitments. Now back to the 2-layer framework from last quarter. The framework has not changed and neither have the plan. The second quarter booked directly on the first. The numbers are still small, but the direction is what matters. In the second quarter, we delivered over 3,000 packages to our last mile network, more than double the first quarter, running next-day delivery for our own channel in 2 out of 4 distribution centers. that is deliberately constrained while we make the operational and technology adjustments.

We are building towards 300,000 packages annually, which we believe would represent approximately 5% of our outbound volume concentrated in a big and bulky non-conveyable parts where our scale is deepest and outbound carrier costs are higher. The near-term stat is straightforward, 2 buildings today, all 4 next. That is execution rather than invention. The buildings are already ours, the routes are already proven and the remaining work is mostly operational and technology adjustments. Digital execution keeps getting cheaper to replicate. Warehouses, fulfillment network, last mile reach and 3 decades of supplier scale do not. AI will optimize physical infrastructure, it will not replace it.

At 300,000 packages annually, the economics become meaningful at scale, they become structural with real potential to reduce freight as a percentage of revenue, and faster delivery wins in exactly the categories where we are the strongest. Our strategy is filled in both layers, own the demand layer and build durable competitive advantage in the physical one. Our distribution network, our last mile initiative, our global sourcing partnership and the JC Whitney brand reflect a coherent view of where we see the real advantages in this industry will live over the next several years.

The first quarter was the proof point. The second quarter is the next one, and the direction of our capital allocation is deliberate, and we're executing against it today. Our customer-facing AI solutions continue to perform well, and we have begun layering product recommendations and AI-assisted sales and conversion tools on top of them, but the tools are not to point. What matters is the system underneath them. Over 3 decades, our business has accumulated something that takes time and expertise to build and is hard to replicate at this scale. Fitment data across essentially every vehicle on the road. Purchase and return history across millions of those vehicles and catalog depths built on hundreds of supplier relationships.

Now a new entrant can rent a frontier model tomorrow. It cannot read 30 years of observed behavior, the fitment accuracy, the return patterns and the repeat purchase signal that only come from decades of real transaction. These components reinforce each other. Every customer interaction, sharpens of recommendation. Every return improves the catalog. Every fulfillment decision improves the next one. AI is what ties the signals together and turns them into better decisions across the whole system and each improvement compounds. That is what makes our AI offensive rather than defensive.

Applied to this proprietary system, it lets us do things the competitor running the same model cannot do as well. Advertise more efficiently, get the segment right the first time, recommend the adjacent parts, price dynamically and then tack shift and route the order. It touches household and how we deliver. It's an ecosystem, not a tool. The companies that win in an AI-driven commerce will not be the ones with the best models. Those will be widely available. They will be the ones whose data, supplier relationships and physical execution were already in place, and connected when the models arrive. Digital tools are becoming replicable. The system we have built around them is not.

Now back to Q2, Q2 handed us a set of trade-offs. Inflation, oil prices and tariffs moved directly into product and freight costs during the quarter, and we responded with real-time pricing actions to protect gross profit dollars accepting some impact on demand as prices moved higher. That is the trade-off we close, and it is reflected in the margin line. What matters is that we still expanded margins and grew adjusted EBITDA in the same quarter we have [ doped ] that cost. That is what a lower fixed cost base and a leaner operation vis you. Gross margin expanded to 33.2%, up both sequentially and year-over-year on favorable mix and freight optimization. Mark will walk through the bridge.

Net sales were $135.6 million compared to $151.9 million in Q2 last year, a decline was intentional. We chose profitable customer acquisition over unprofitable revenue. Ultimately, we believe the value of the company will be judged by free cash flow generated, not simply a larger top line number. One more lever before I look ahead, Fee income continues to perform with the run rate now closer to $5 million, up from the more than $4 million we discussed last quarter, and the CarParts.com Mastercard, CarParts Plus membership and our warranty products build out a capital-light platform. It deepens engagement, it drives repeat purchasing and it lists customer lifetime value with no inventory behind it.

Looking ahead, our tax to sustainable free cash flow continues to run through the same controllable levers that produced this quarter's results, growing contribution margin dollars, maintaining a disciplined cost structure and improving capital efficiency as JC Whitney and a premium scale. The cost base is now low enough that future revenue growth should increasingly translate into earnings and cash flow rather than being absorbed by operating expenses. We are far from declaring history. Six quarters of improvement is evidence that plan works, not proof the job is done. Our target remains to be free cash flow positive in 2026.

Three markets we're focused on between now and then. Agrium take the $50 million annualized run rate. JC Whitney at roughly $7.5 million annualized run rate exiting this year with products live on carpark.com. and next-day delivery running out of all 4 distribution buildings. Those are the markers we're managing to, and we will report against them next quarter.

With that, I will turn it over to Mark to walk through the financial results in detail.

Thank you, David. Before getting to the numbers, a quick calendar note, Q2 2026 included 13 weeks, consistent with Q2 2025. Year-over-year comparisons are directly comparable. As David noted, we managed to contribution margin dollars rather than gross margin percentage. Please keep that in mind as I walk through the mix shift. In the second quarter, we reported net sales of $135.6 million compared to $151.9 million in Q2 2025, down 10.7%. The decrease was primarily driven by our deliberate optimization of advertising spend towards higher return, higher-intent customers, along with real-time pricing actions taken in response to higher freight costs during the quarter.

Gross margin for the quarter was $45.1 million. Gross margin was 33.2%, up 70 basis points from 32.5% in the first quarter of 2026, and up 40 basis points from 32.8% in Q2 2025. The improvement reflects favorable product mix and freight [indiscernible] during the quarter. GAAP net loss for the second quarter was $3.2 million compared to a net loss of $12.7 million in Q2 2025. Adjusted EBITDA for the second quarter was $1.8 million compared to a loss of approximately $3.1 million in Q2 2025, an improvement of $4.9 million year-over-year. The difference between our GAAP net loss and adjusted EBITDA is primarily noncash depreciation, amortization, share-based compensation.

This is our sixth consecutive quarter of sequential improvement and our highest adjusted EBITDA since the third quarter of 2023. Total operating expenses for the second quarter were $48.3 million compared to $62.2 million in Q2 2025, a reduction of approximately $13.9 million or 22% year-over-year, driven by improved marketing efficiency, fixed cost reductions and warehouse productivity. That efficiency reflects better targeting and merchandising, not simply owner spend.

Turning to the balance sheet. We ended the second quarter with $38 million in cash and no revolver debt outstanding. Inventory was approximately $84 million down from approximately $90 million at the end of the first quarter, reflecting continued discipline on owned inventory as dropship volumes grow. On liquidity, during the quarter, we entered into a $25 million revolving credit facility with First Business Bank maturing in March 2028. As of quarter end and as of today, the revolver remains undrawn. On share count, earn a quarter, we completed a [indiscernible] reverse stock split effective May 26 to regain compliance with NASDAQ's minimum bid price requirement.

As of July 30, 2026, we had approximately 8,065,000 shares common stock outstanding. Our convertible notes are $25.4 million with a conversion price of $12 per share on a split adjusted basis. On tariffs and sourcing, we continue to monitor the environment closely. Our IEEPA tariff claims, we have now received $4.4 million, representing substantially all of the amount we were pursuing through the formal [indiscernible] process. Of that, $2.2 million was recognized in the second quarter and reinvested in targeted pricing and marketing investments to reflect our lower landing costs and stay competitive.

The remaining $2.2 million is still sitting inventory and will flow through cost of goods sold as that inventory sells in future quarters, and we may invest that in pricing and marketing as well. Turning to our partnership metrics. The premium partnership is now generating an annualized revenue run rate approaching $50 million, up from approximately $45 million exiting the first quarter. all at attractive contribution margins and without the working capital burden of owned mechanical inventory.

On product mix, Private label represented approximately 76% of revenue in Q2 compared to 81% in the first quarter, with the difference reflecting continued growth in strategic branded partnerships like a premium. [indiscernible] replacement parts in our filing represented approximately 63% of our revenue compared to 67% in the first quarter. The shift is hard parts growth from a premium, not softness in our core big and bulky nonconveyable category. Turning to channel mix. own channels, our e-commerce site, mobile app, commercial channels represented approximately 70% of revenue in Q2, up from 69% in the first quarter with marketplaces at approximately 30%. The continued shift towards owned channel reflects higher net contribution margin and lower working capital intensity. Our retention and mobile, e-mail, SMS and push invocations represent approximately 10.5% of e-commerce revenue in Q2 up from 10% in the first quarter.

Mobile app revenue was approximately 14.2% of e-commerce review, up from 14% in the first quarter. both continue to move in the direction we want a growing share of revenue coming from customers we already have.

With that, I will turn the call back over to David for closing remarks.

Thank you, Mark. Before exposed, let me put this quarter in a longer frame. 18 months ago, we made a choice. We could keep acquiring customers at any cost, a strategy that grew top line but not necessarily in the most profitable manner or we could refocus on profitable growth, higher value customers and long-term loyalty. As the second. We decided to become a 6 for purpose company. the right size, the right cost base and the right shape for the business we actually want to build.

The work says has not been exactly glamorous, but it has paid off and created the foundation for our future. marketing optimization, assortment and inventory rationalization, a quiet and deliberate technology and AI road map. We sold our foreign captive operations. We consolidated buildings. Every one of those decisions was necessary, and every one of them prepared us for this moment. Along the way, we earn things that do not show up in any single quarter. the trust of strategic investors who joined us with deep operating experience and a shared long-term view. Partners have set expanded our product and customer reach with up the working capital drag.

This year, a premium and related products have crossed $1 million in weekly gross revenue several times and are still growing with almost no inventory commitment. Owned inventory that is working harder with room to improve a mobile app that drives over 14% of e-commerce revenue and rising a growing high-margin fee income business and an early but real last mile capability, delivering our own packages to our own customers.

That is the foundation. From here, we shift our focus to growth and innovation. We will prioritize profitable growth and build the company we will be proud of years from now. I am more excited about what comes next than I have been at any point on this journey, new products, new categories, new brands, new customer experiences, and building out JC Whitney, a brand with a history that spans over 100 years on the foundation we spent the last 18 months lane. This quarter is 1 step of that, and there are many more ahead.

I want to recognize our team. quarter after quarter of disciplined, relentless execution is what produced these results. Our people stay focused on the plan, served our customers and delivered. I am proud of what this team has accomplished, and I am even more confident about where we go from here.

With that, I'll turn it back over to the operator.

This concludes today's meeting. You may now disconnect.

Good afternoon. [Operator Instructions] Please note that this call is being recorded. I would like now to pass the conference over to our host, Mark DiSiena, Interim Chief Financial Officer. Please go ahead.

Hello, everyone, and thank you for joining us for the CarParts.com First Quarter 2026 Conference Call. Joining me today is David Meniane, Chief Executive Officer. Before I turn it over to David, have some important disclosures.

Our remarks on this call could contain certain forward-looking statements related to our company and our strategic initiatives under the federal securities laws. Actual results may differ materially from those contained herein or implied by these forward-looking statements due to various risks and uncertainties. For a discussion of the material risks and other important factors that could affect results, please refer to the CarParts.com annual report on Form 10-K and the quarterly reports on Form 10-Q, each as filed with the SEC, all of which can be found in our Investor Relations website. On the call, both GAAP and non-GAAP financial measures discussed. A reconciliation of GAAP to non-GAAP financial measures is provided in the press release that we issued today.

With that, I'd like to turn the call over to David.

In the first quarter of 2026, we reached a milestone we have been building towards for 5 consecutive quarters, our first positive adjusted EBITDA since Q1 2024. Our adjusted EBITDA was positive $585,000, a swing of nearly $7 million from the same quarter last year. This is the result of deliberate action across every line in the P&L advertising efficiency, customer acquisition quality, life cycle monetization, warehouse operations, offshore savings and a fixed cost base that is now materially lower and mostly embedded in our run rate. 12 months ago, adjusted EBITDA was negative $6.2 million. We made a decision then to rebuild this business around profitability, and today, we cross the line.

Before I walk through the quarter, I want to establish 2 frameworks that matter for how investors think about this business. The first is how we measure profitability. As our mix evolves, more drop ship more a premium, more JC Whitney, reported gross margin percentage will move and our costs will reduce. We manage this business to contribution margin dollars. We're focused on long-term free cash flow dollars that accrue to shareholders. Mark will walk through the mechanics but focus on the dollars.

The second framework is strategic. For the last several years, we have been thoughtfully building out 2 sides of our business. There is the digital layer, our website, our mobile app, our search, our catalog, our marketing, and there's the physical layer. Our global supply chain, distribution network, fulfillment infrastructure, inventory and last-mile capability. Most people see CarParts.com as an e-commerce company. We see ourselves as both. And over time, the advantage will not simply be having both layers, but how effectively we can connect them through data, AI and customer ownership. I will come back to that later in the call.

Turning to the trajectory of the business. Q1 2026 marks 5 consecutive quarters of sequential improvement in the metrics that matter most: gross profit margin, fixed operating expenses and adjusted EBITDA. A Q4 2025 improved over Q3. Q3 improved over Q2. Q2 improved over Q1 2025, and Q1 2026 crosses into positive adjusted EBITDA territory. Each quarter, we said the model was working. This quarter, the model proved it. This is an execution story. The restructuring is behind us. The cost actions are complete and mostly reflected in our run rate. What you are seeing now is the output of a leaner organization operating against a disciplined plan, and we still have more levers to pull.

On our A premium partnership, the momentum is real and accelerating. The annualized revenue run rate is now approaching $45 million, up from $35 million at year-end, and we believe that there is a path to $50 million in the near term and eventually potentially exceeding $100 million. All of this is being generated attractive contribution margin without requiring us to carry the inventory or the working capital.

To put that in perspective, a premium catalog is 5x larger than our private label mechanical offering. In the world of fitment specific parts, coverage is a durable competitive advantage. Every SKU we add compounds our ability to capture the customer before a competitor does. The partnership is capital efficient by design, and the results are reflecting that structure. And we believe we're still in the early stages of what this partnership can become.

Moving to JC Whitney, this has gone from announcement to execution at a rapid pace. In March, we launched the JC Whitney branded product line in partnership with a premium, 30,000 SKUs with a premium supporting the operational build-out. The initial 7,000 JC Whitney SKUs are now live on Amazon and generating sales, with revenue growing week over week. The remainder of the 30,000 SKU catalog will scale over the balance of the year. To fund the JC Whitney inventory investment and strengthen our balance sheet, we completed an $8 million private placement with strategic investors who bring operational experience in e-commerce and the automotive aftermarket. We're buying inventory at known margins, selling through a channel that is already generating revenue and turning that capital back into cash. The investment is expected to be accretive to earnings as inventory moves through the sales cycle.

I want to come back to the 2 companies in 1 framework. What I'm about to describe is early. The numbers are small, and there is significant work ahead, but the direction matters, and I want investors to understand how we're thinking about it. Since the beginning of the year, we have delivered over 2,000 packages to our last mile network, and we're running next-day delivery for our own channels out of 2 out of 4 warehouses within a defined radius. This is proof of concept intentionally constrained while we validate the model, but our target is to deliver 300,000 packages to our last mile network over the next 12 to 24 months. with a focus on big and bulky nonconveyable parts. The heavy oversized items where we have the most scale, the deepest operational expertise and historically the highest outbound carrier costs. Getting to 300,000 packages will require significant execution. We know that, but the savings per package are real, and the infrastructure is already ours.

Here's the strategic logic behind this investment. As AI continues to reshape e-commerce, we're paying very close attention to where durable competitive advantages actually exist. Some assets are becoming easier and cheaper to replicate every year. digital execution, content generation, catalog enrichment. What is not easily commoditized is physical infrastructure, warehouses, fulfillment networks. Last mile reach, and the scale and purchasing power that come from 3 decades of supplier relationships. AI will optimize infrastructure, it will not replace it. At 300,000 packages annually, the economics become meaningful. At scale, they become structural and could significantly reduce our freight cost as a percentage of revenue.

Our strategy is to lead in both layers, owning the demand layer and building a durable competitive advantage in the physical layer. Stepping back, the investments we're making are part of our strategic and tactical road map. Our distribution network, our last mile initiative 3 decades of sourcing relationships in Taiwan, the JC Whitney brand. They reflect a coherent view of where the real advantages in this industry will live over the next 5 years. We have more proof points to build and more to share in future quarters. but the direction of our capital allocation is deliberate, and we're executing against it today.

On the technology side, we have 2 AI systems in production. Spark is our customer-facing shopping assistant live on carparts.com, helping customers find the right part using our proprietary fitment catalog. Zap is our internal system, automating returns, cancellations, and warranty claims, reducing manual work and improving response time. Both are in early stages of rollout. The advantage is the data underneath them, our customer history and catalog that a new entrant cannot replicate. That is what we are building upon. We have recently opened a branch office in Type A, Taiwan. Approximately 70% of our purchases come from Taiwan, the product of decades of supplier relationships built and deepen over time. Having a permanent presence in Type A puts us closer to those partners, strengthens those relationships, improve lead time and supports our ability to consolidate and coordinate sourcing more efficiently.

This is a long-term strategic investment in the supply chain infrastructure that underpins our business and 1 we have been planning for some time. Q1 also included several headwinds facing our industry. Oil prices increased approximately 50% during the quarter, driving a direct increase in freight costs and fuel surcharges. We responded with real-time pricing actions to protect gross profit dollars. Weather across multiple regions in January and February also reduced order volume. The pricing response covered both. Gross profit came in at $42.9 million on $132 million in net sales with gross margin percentage up approximately 40 basis points year-over-year.

I also want to reinforce the contribution margin framework. As we mix more towards drop shift for certain categories, reported gross margin percentage may decrease. However, contribution margin will increase. As in a drop-ship transaction, there are no associated fulfillment expenses. Mark will give you the detail. On the customer loyalty front, at the end of Q1, we officially launched the CarParts.com Mastercard issued by the Bank of Missouri in partnership with Concor. Cardholders earn 3% cash back on carparts.com purchases and 1% on all other purchases. This is very early and we have a lot to build but the infrastructure is now in place, and we have already activated over 1,000 Mastercards. The Carport Stockholm MasterCard is the latest addition to our capital-light fee income platform, which includes our Car Parts Plus membership program and various warranty products.

Combined, these programs now generate in excess of $4 million in annual fee income and our aims at increasing customer lifetime value, frequency and retention. Over time, the goal is more revenue coming from customers we already have and less from customers we have to pay to acquire. Looking ahead, our path to sustainable free cash flow runs through the same controllable levers that produced this quarter's result, growing contribution margin dollars, a fixed cost base that is already materially lower and improving capital efficiency as JC Whitney and a premium scale. We're deliberately building a more resilient model. We're also clear eyed that the path from here requires continued execution.

There is no shortcut and no single quarter that gets us there. We're doing this the right way. The foundation is strong. The initiatives are executing. We're not simply improving performance. We're building a model we believe is right -- is the right 1 for how automotive commerce will operate in an AI-driven world.

With that, I will turn it over to Mark to walk through the financial results in detail.

Thank you, David. Before getting to the numbers, a quick calmer note, Q1 2026 included 13 weeks, consistent with Q1 2025. And fiscal 2026 is a 52-week year-over-year comparisons are clean. Before I walk through the P&L, 1 framing note, as David described, we managed to contribution margin dollars, not gross margin percentage. Keep that in mind as I walk through the mix shift, the numbers will make more sense through that lens.

In the first quarter, we reported net sales of $132.0 million compared to $147.4 million in Q1 2025, down approximately 10%. And -- the decrease was primarily driven by the company's deliberate optimization of advertising spend towards higher return, higher intent customers, partially offset by growth in the premium and owned channel revenue real-time pricing actions taken in response to higher outbound freight costs and weather-related volume softness in January and February also affected the top line during the quarter. Gross profit for the quarter was $42.9 million. Gross margin was 32.5%, up approximately 40 basis points from 32.1% in Q1 [indiscernible].

The year-over-year margin improvement reflects pricing discipline, favorable product mix and favorable freight costs during the quarter. The dollar variance versus the prior year is driven by lower volume, not margin deterioration. GAAP net loss for the first quarter was $1.9 million compared to a loss of $15.3 million in Q1 2020. The -- the improvement was primarily driven by lower operating expenses, partially offset by the impact of lower net sales on gross profit dollars with gross margin rate improving 40 basis points year-over-year. Adjusted EBITDA for the first quarter was positive by $585,000 compared to a loss of approximately $6.2 million in Q1 2025, a swing of nearly $7 million year-over-year -- this reflects improvement across 4 controllable drivers.

Advertising efficiency, warehouse labor, offshore operating savings, followed by the Manila transition to lean solutions group and fixed costs now mostly embedded in our run rate. Total operating expense for the first quarter was $46.0 million compared to $62.5 million in Q1 2025, and a reduction of approximately $16.5 million or 26% year-over-year. The improvement was primarily driven by lower advertising spend, improved warehouse efficiency and head count reductions. I also want to fly 1 nonrecurring item in the quarter, a $2.3 million noncash gain related to the completion of the sale of our Manila operations. Excluding that item, underlying operating expenses still declined by approximately $14.2 million year-over-year, a combination of advertising and warehouse efficiencies actions as well as fixed cost improvements now embedded in our run rate. Turning to the balance sheet.

We ended first quarter with $38 million in cash and no revolver debt outstanding. This is a strong liquidity position that provides the financial flexibility to execute on our growth initiatives while maintaining a conservative balance sheet. Inventory was approximately $91 million down from $95 million at year-end, reflecting lower owned inventory requirements as drop ship volume grows and the business shifts towards a more capital-efficient mix. On share count, as of April 30, we had 8,754 shares of common stock outstanding. This includes 10 million shares. Recently issued a connection with the JC Whitney private placement at $0.80 per share.

I want to specifically call out that the company holds 3,786 000 treasury shares reflecting prior repurchase activities. At our current share price, that position is material and worth knowing to investors modeling the fully diluted share count. Our convertible notes are at $25.3 million with a conversion price of $1.20 per share. On tariffs and sourcing, we continue to monitor the environment closely. Approximately 20% of our sourcing is from Chin with approximately 70% from Taiwan and the remainder from other countries. As David noted, we have officially opened a branch auction Taipei, a direct presence that deepens our supplier relationships representing the majority of our purchases. So our AEP tariff claims. We estimate up to $4.3 million in outstanding claims and are pursuing recovery through a formal CDP process.

We will keep investors updated as the process develops. We are not building our forward plan around this outcome, but it represents a potential source of cash we want investors to be aware of. Turning to our partnership metrics. The 8 premium partnership is now generating an annualized revenue run rate approaching $45 million, up from approximately $35 million at the end of fiscal 2025. We continue to target $50 million in the near term with a long-term path, we believe, can exceed $100 million, all at attractive contribution margins and without a working capital burden of own mechanical inventory. I want to walk through the operational dashboard we track each quarter, so investors can monitor progress across the key drivers of the business. Starting with product mix. Private label represents approximately 81% of the revenue in Q1 compared to 83% in Q1 2025. Collision and replacement accounted for approximately 67% of revenue up from 65% in Q1 2025, consistent with our core strength in big and bulky nonconveyable parts.

Turning to channel mix. On channels are e-commerce site, mobile app and commercial channels represented approximately 69% of revenue in Q1, up from 64% in Q1 2025 with marketplace at 31%. The continued shift towards owned channel reflects higher net contribution margin and lower working capital intensity. Our retention and mobile, e-mail, SMS and push note vacations represented approximately 10% of e-commerce revenue in Q1, up from 7.5% in Q1 2025. And Mobile ad revenue was approximately 14% of e-commerce revenue, up from 10% in Q1 2025. At customers convert at higher rates, carry larger basket sizes and come at lower acquisition costs, a compounding advantage as the base grows.

With that, I'll turn the call back to David for closing remarks.

Thank you, Mark. 5 quarters ago, we made a decision, rebuilt this business focusing on sustained profitability and long-term cash generation, not unprofitable volume. We adjusted advertising spend rightsize the organization executed on partnerships that brought real operational capability and synergies and reduced our fixed cost base. I want to take a moment to acknowledge what that required. It was challenging. It was disruptive. And a lot of people across this organization make real sacrifices to get us here. This quarter's result belongs to them. And the results speak for themselves. Adjusted EBITDA crossed into positive territory for the first time since Q1 2024, a swing of nearly $7 million in 12 months. Gross margin percentage expanded year-over-year despite real freight headwinds. A premium is approaching $45 million in run rate revenue. JC Whitney SKUs are live on Amazon and generating sales today. Spark and ZAP are running.

The CarParts.com Mastercard is in the market. We have officially opened our branch office in Taipei and we're running next-day deliveries to our last mile network out of 2 of 4 of our warehouses with a target of 300,000 packages over the next 12 to 24 months. We ended the quarter with $38 million in cash and no revolver debt. The balance sheet supports everything we have described today. We still have a lot of work ahead, and we're not declaring victory. Positive adjusted EBITDA is only 1 checkpoint, not the destination. From here, the path runs through growing EBITDA dollars consistently quarter-over-quarter until the business is generating cash after all of its obligations.

We're not there yet. We said free cash flow positive in 2026 and and the levers that get us there are the same ones that produce Q1. Contribution margin dollars growing, fixed cost embedded and capital efficiency improving. Q1 is the foundation at rest on. We know what we have to do, and we're continuing to execute on our road map. At a higher level, we have always been 2 companies in 1, a digital layer and a physical asset base. In a world where AI is rapidly commoditizing digital execution, we're investing in the supply chain, physical infrastructure and brand assets that cannot be easily replicated. Warehouses cannot be digitized. Decades of supplier relationships cannot be rebuilt overnight.

Last mile capability in big and bulky non-conveyable parts is a genuine moat. We have more to prove and more to share, but the direction of our investment is deliberate, and we believe it is the right bet for us in the next 5 years. I want to recognize our team. The inflection point you are seeing in these results is the product of disciplined unglamorous work executed consistently over 5 quarters. Our people stay focused on the plan served our customers and delivered. I'm proud of what this team has accomplished. I am even more confident about where we go from here.

With that, I'll turn it back to the operator.

This does conclude today's conference call. Thank you for your participation. You may now disconnect.

Good afternoon. [Operator Instructions] Please note, this call is being recorded.

I would now like to pass the conference over to our host, Mark DiSiena, Interim Chief Financial Officer. Please go ahead.

Hello, everyone, and thank you for joining us for the CarParts.com Fourth Quarter of 2025 Conference Call. Joining me today is David Meniane, Chief Executive Officer.

Before I turn it over to David to start the call, I have some important disclosures. Our remarks on this call could contain certain forward-looking statements related to our company and our strategic initiatives under the federal securities laws. Actual results may differ materially from those contained herein or implied by these forward-looking statements due to various risks and uncertainties. For a discussion of material risks and other important factors that could affect results, please refer to CarParts.com annual report on Form 10-K and quarterly reports on Form 10-Q, each is filed with the SEC, all of which can be found on our Investor Relations website.

On the call, both GAAP and non-GAAP financial measures will be discussed. A reconciliation of GAAP to non-GAAP financial measures is provided in the press release that we issued today.

With that, I would now like to turn the call over to David.

In 2025, we closed the $35.7 million strategic investment, completed a full cost structure reset and built an operating model that is now delivering results every quarter. Our A-Premium partnership is already at a $35 million annual revenue run rate with a clear path to $50 million in the short term, and we believe it will eventually exceed $100 million at attractive contribution margin. all without requiring us to carry the inventory or the working capital. That's the headline.

Now I'd like to talk to you about our current trajectory. Q4, which is historically our weakest quarter seasonally, was stronger than Q3 and showed significant year-over-year improvement. Q3 improved over Q2, Q2 improved over Q1. That marks 4 consecutive quarters of improvement in the metrics that matter most. Contribution margin, fixed operating expenses and adjusted EBITDA. We now have clear evidence that our new operating model is working, and we're progressing toward our profitability goals.

Let me give you more context on why the A-Premium partnership is so important. Historically, CarParts.com has been a collision-focused business, roughly 2/3 of revenue, while we turn inventory up to 3x annually. This is where we have real scale and operational expertise, efficiently managing large, bulky nonconveyable inventory at speed and at volume. It's where we have a clear right to win.

Mechanical parts are fundamentally different. Slower turns, typically 1 to 1.5x annually, higher minimum order quantities and significant working capital when owned directly. Now the A-Premium partnership addresses all of these issues rather than sourcing and carrying that inventory ourselves, we have access to a world-class mechanical catalog through a capital-efficient model with lower minimum order quantities. We expand assortment, improve coverage and preserve contribution margin without assuming the working capital burden.

The A-Premium catalog is 5x larger than our prior mechanical offering and growing. In the world of fitment specific parts, coverage is a durable competitive advantage. In addition to the premium partnership, we set decisive operational action in 2025 to materially change our cost structure and margin profile. 2025 was a demanding year that required deliberate choices across the organization.

Our price cost structure and advertising spend were designed for revenue levels that no longer existed. And we chose to rebuild the business around profitability and cash generation rather than pursue unprofitable volume. We adjusted advertising spend, rightsized the organization and reduced our fixed cost base. Those actions are complete, and the company we are today is leaner, more focused and built to operate at our current revenue scale.

On the cost side, we consolidated operations and reduced our fixed overhead. In the fourth quarter, we completed the consolidation of our Virginia warehouse operations, centralized logistics into our 4 other warehouses and leveraged our partnership with Dongfeng. This eliminates redundant overhead and allows for improved variable economics while maintaining service levels.

We also completed the transition of our Manila-based captive operations, the Lean Solutions Group, a third-party BPO company in January of this year. Now this simplifies and reduces our cost structure and it shifts to a more flexible variable operating model while allowing us to focus internal resources on our core U.S. distribution, supply chain, technology and customer experience. Both of these consolidations are a meaningful driver of our operating expense reduction and our path towards free cash flow.

On advertising, we significantly improved efficiency. Between Q1 and Q4, overall marketing efficiency improved by close to 300 basis points. We stopped chasing unprofitable one-and-done transactions, and we refocused on high-intent customers. As a result, revenue from retention channels such as e-mail and SMS increased from 6.7% of e-commerce revenue in Q4 of 2024 to over 10% in Q4 of 2025. We're retaining more of the customers we acquire, which lowers our long-term cost of revenue and improve lifetime value.

We also doubled down on mobile app adoption, which in Q4 of 2025 represented over 13% of e-commerce revenue, up from 7.8% in Q4 of 2024 and 0% at launch in Q3 of 2023. And app customers convert at higher rates, purchase more frequently, carry larger basket sizes and come with lower customer acquisition costs. In addition, our ads services and paid membership offerings now generate nearly $4 million in annual high-margin fee income with virtually no capital required, raising our margin profile over time.

Turning to overall business performance. The fourth quarter results reinforce this progress. Despite being our seasonally weakest quarter, we delivered meaningful year-over-year improvement in adjusted EBITDA with the loss narrowing to $2.2 million compared to $6.8 million in the prior year period. Gross margin expanded 70 basis points year-over-year to 33.2%, reflecting improved pricing discipline and mix including higher-margin fee income. Operating expenses also declined as the organization became more efficient

Our strategy is built on operational resilience, diversified sourcing pricing discipline and asset-light partnerships. As we look ahead, our path to free cash flow is not dependent on a sharp rebound in demand. It's driven by higher contribution margins, a materially lower fixed OpEx base and improved capital efficiency as we scale through our partnerships. Our focus is execution, turning operational progress into consistent cash generation quarter by quarter.

And with that, I'll turn it over to Mark to walk through the financial results and details.

Thank you, David. Before getting into numbers, just a quick point of reference. The fourth quarter included 14 weeks in fiscal 2025 was a 53-week year which has a modest impact on year-over-year comparisons. In the fourth quarter, we reported net sales of $120.4 million, down 10% from $133.5 million last year. For the full year, we generated $547.5 million in net sales, down 7% from $588.8 million in 2024. The decrease was primarily driven by the company's efforts to improve returns by optimizing our advertising spend.

Gross profit for the quarter was $39.9 million, down 8% compared to the prior year. Gross margin was 33.2%, and up 70 basis points from 32.5% in the prior year period. For the full year, gross profit was $179.3 million, down 9% compared to the prior year. Gross margin was 32.8% and down 60 basis points from 33.4% in 2024. The decrease in the margin is primarily driven by the product mix and the impact of tariffs, partially offset by pricing increases.

GAAP net loss for the quarter was $11.6 million compared to a loss of $15.4 million in the prior year period. For the year, GAAP net loss was $50.4 million compared to a loss of $40.6 million in 2024, primarily driven by lower net sales and impairment loss on long-lived assets partially offset by lower operating costs, including payroll costs and marketing spend.

For the fourth quarter, adjusted EBITDA loss was $2.2 million, including approximately $200,000 of noncash impact for the reversal of previously recorded severance expense compared to a loss of $6.8 million in the prior year period. For the full year, adjusted EBITDA loss was $14 million compared to a loss of $7.1 million in 2024. Total operating expenses for the fourth quarter were $51.2 million compared to $58.9 million in the prior year period. For the full year, total operating expenses were $228.2 million, down from $237.4 million in 2024.

During the fourth quarter and as required in GAAP our market capitalization relative to book value triggered an impairment test resulting in a $3.7 million noncash charge to long-lived assets. This accounting adjustment has no impact on business operations or cash flow. Excluding a $3.7 million impairment charge recorded in 2025, underlying operating expenses decreased by approximately $12.8 million year-over-year, primarily driven by lower warehouse spend, lower stock-based compensation and reduced payroll and consulting costs from head count actions.

Turning to the balance sheet. We ended the year with $25.8 million of cash and no revolver debt. We had $25.2 million and convertible notes payable balance at the end of the year. Our inventory balance was $95.2 million at year-end versus $90.4 million at the end of 2024. Our cash position and untapped revolver continue to provide necessary liquidity to support our business.

As of February 28, 2026, we had approximately 70.5 million shares of common stock outstanding which includes 10.3 million shares issued in connection with the September 2025 strategic investment at $1.04 per share. Our convertible notes carry a conversion price of $1.20 per share. As David noted, in September, we closed a $35.7 million strategic investment from A-Premium, ZongTeng Group and CDH Investments. We are targeting free cash flow positive results in 2026 driven by contribution margin expansion, partnership scale and the full year benefit of our cost actions.

On tariffs, we continue to operate in an evolving environment. While the Supreme Court's recent decision in validated tariffs imposed under IEEPA, other tariffs specifically around auto parts remain in effect, and the administration has introduced temporary measures under Section 122. We are monitoring loans closely and evaluating mitigation action while continuing to execute on our plan.

For context, approximately 20% of our sourcing from China, with the remainder from Taiwan and other countries. Tariffs repaid last year quantified under IEEPA totaled approximately $3.6 million. While there may be a path to recovering some previously paid duties, we are not building our plan around regulatory relief.

Before I wrap up, some context on product and channel mix trends, starting with product mix. For the fourth quarter, private label products represented approximately 83% of revenue while third-party branded products represented 17%. For the full year, private label mix was approximately 82% compared to 83% in the prior year. With that, our collision and replacement business accounted for approximately 68% of or revenue in the fourth quarter and approximately 65% for the full year, also flat year-over-year. The remainder of our revenue came from other product categories. Turning to channel mix.

Our own channels which include our e-commerce, mobile app and commercial channels represent approximately 68% of revenue in the fourth quarter with marketplaces accounting for 32%. Over the full year, owned channels represent approximately 67% and marketplaces approximately 33%. By comparison in 2024, owned channels represented approximately 63% of revenue. Over time, we expect mix to continue ticking towards higher contribution margin revenue streams with lower working capital requirements.

I'll now take it back to David for final remarks.

Thank you, Mark. In 2025, we took decisive action to reposition the company for profitability. We pulled back on advertising spend that wasn't delivering returns. We rightsized the organization and we closed on strategic partnerships that bring real operational capabilities, not just capital. The evidence is in the results.

In the fourth quarter, adjusted EBITDA improved by nearly $5 million year-over-year. Gross margins expanded, operating expenses remained under control. This is an execution story, not a turnaround narrative. I want to end our call by recognizing our team. The progress we are seeing reflects consistent execution across the organization. Our people stay focused on serving customers and delivering against the plan. and the foundation they built positions CarParts.com to generate consistent profitability.

With that, I'll turn it back to the operator.

Thank you. And this concludes our conference. Thank you for participating, and you may now disconnect.

Good afternoon.

[Operator Instructions]

Please note, this call is being recorded.

I would now like to pass the conference over to our host, Ryan Lockwood, Chief Financial Officer. Please go ahead.

Hello, everyone, and thank you for joining us for the CarParts.com Third Quarter 2025 Conference Call. Joining me today is David Meniane, Chief Executive Officer.

Before I turn it over to David to start the call, I have some important disclosures. Our remarks on this call could contain certain forward-looking statements related to our company and our strategic initiatives under the federal securities laws. Actual results may differ materially from those contained in or implied by these forward-looking statements due to various risks and uncertainties. For a discussion of the material risks and other important factors that could affect results, please refer to the CarParts.com annual report on Form 10-K and the quarterly reports on Form 10-Q, each as filed with the SEC, all of which can be found on our Investor Relations website.

On the call, both GAAP and non-GAAP financial measures will be discussed. A reconciliation of GAAP to non-GAAP financial measures is provided in the press release that we issued today.

With that, I would now like to turn the call over to David.

Thank you, Ryan, and thanks, everyone, for joining us today. Earlier this year, we began exploring strategic alternatives to maximize shareholder value. That process has now concluded, and I'm pleased to announce that in early September, CarParts.com closed on a $35.7 million strategic investment from A-Premium, ZongTeng Group and CDH Investments. Now I want to spend a few minutes on each of these strategic partners and why we're excited about the value creation opportunities we see.

ZongTeng Group is a global e-commerce logistics leader operating more than 24 million square feet of fulfillment space and serving over 60,000 cross-border sellers. Through this partnership, we gain access to a nationwide U.S. network of more than 50 facilities and a fully integrated global logistics network, enabling us to reduce delivery times, improve inventory efficiency and lower fulfillment cost as we integrate the network. Importantly, this partnership eliminates the need to open additional distribution centers, allowing us to continue leveraging our existing network for large nonconveyable items while relying on ZongTeng's high-velocity automated capabilities for smaller conveyable products. The result is a highly complementary logistics model that delivers scale, speed and flexibility without significant capital outlay.

A-Premium is a fast-growing global auto parts brand recognized for its quality, innovation and broad product portfolio. Within the CarParts.com assortment, collision and replacement represents about 70% of our business, while mechanical parts have historically been secondary and require significant capital investments to build out selection and inventory depth. Through our collaboration, we're adding over 100,000 SKUs, including exclusive kits and bundles that strengthen our offering for both do-it-yourself customers and professional installers with minimal capital outlays. We've already onboarded the majority of the catalog since the investment announcement in September with current sales trending at an approximate $20 million annualized run rate. And we're targeting $50 million in incremental revenue in the near term and believe this partnership has the potential to exceed $100 million annually over time, contingent on market acceptance and successful integration execution.

CDH Investments brings far more than capital with approximately $20 billion in assets under management and a proven track record of investing in more than 350 companies, including over 100 successful public listings, CDH offers not only deep financial expertise, but also exceptional operational insight and governance discipline that will be incredibly valuable as we continue to scale and execute on our growth ambitions. Together, these partnerships strengthen our product assortment, logistics capabilities and capital and strategic positions, setting up for sustainable, profitable growth.

We want to provide an update on the tariff environment. The current situation remains fluid with rates, applications and effective dates continuing to evolve in real time. Approximately 20% of our private label products are imported from China with the remainder sourced from Taiwan and other countries. Our team is actively managing this environment through a range of initiatives, including negotiating cost concessions with vendors, implementing dynamic pricing adjustments and optimizing our supply chain and operating expenses. We've made intentional decisions on what to import and what to hold when it comes to inventory from China.

Overall, we are comfortable with our inventory position, but given how quickly conditions are shifting, we continue to monitor developments closely and adjust as needed. Currently, automotive products sourced from Taiwan are currently subject to tariffs of about 25% and products from China have tariffs ranging from 55% to 75%. While these tariffs represent a near-term headwind to gross margin, our proactive sourcing and pricing strategies are designed to mitigate impact and protect long-term profitability.

Now turning to our third quarter results. Revenue was $128 million, down 12% year-over-year, reflecting our strategic shift in consumer acquisition approach that I'll detail in a moment. The important story is profitability improvement. From a profitability standpoint, we continue to make steady sequential progress. As a reminder, due to the success and throughput of our Las Vegas facility we opened last year, combined with operational improvements in the remainder of the network, we have excess capacity in our distribution network. As a result, we closed our Virginia facility at the end of October, aligning operational fixed costs with our volume. We have also streamlined corporate headcount, including full-time employees, third-party contractors and operational partners and cut back on underperforming or noncritical software.

Adjusted EBITDA and free cash flow both improved quarter-over-quarter, even with seasonal headwinds. Q3 outperformed Q2, which outperformed Q1. Gross margin increased from 32.1% in the first quarter to 33.1% in the third. With our focus on profitability, optimizing channel and customer mix and improving warehouse labor efficiency, variable contribution margin expanded from the low 6% range in Q1 to the high 7% range in Q2 and reached the low 9% range in Q3. And at the same time, fixed operating expenses adjusted for transaction and restructuring costs declined sequentially in both Q2 and Q3. We now have a business that's leaner, more efficient and more profitable on a contribution margin basis with a smaller fixed cost base.

We're tackling every critical lever of the P&L, gross margin, variable costs, operational efficiency and fixed expenses with the goal of driving sustained free cash flow generation. This marks the strategic evolution of our operating model, one that prioritizes profitable growth, operational discipline and sustained free cash flow generation. Now these improvements are the direct results of strategic choices we've made over the past 2 years to strengthen our platform, diversify our revenue streams and enhance customer lifetime value.

Number one, we replatformed the CarParts.com website, improving speed, scalability and user experience. We completely rebuilt our search and product recommendation engine using artificial intelligence, resulting in more relevant results and higher conversion rates.

Number two, we launched and continue to grow our mobile app, which has quickly become an important growth driver. Mobile app revenue has increased from under 9% of e-commerce sales at the beginning of the year to more than 13% by the end of the third quarter.

Three, we've also focused on expanding higher-margin recurring revenue streams. fee-based income, including product and shipping protection and our CarParts+ membership program and roadside assistance is now running at nearly $4 million annualized run rate. We now have over 8,000 CarParts+ members.

And four, retention revenue has grown from under 7% to approximately 10% in less than a year, reflecting stronger customer engagement, loyalty and lifetime value.

Now I want to discuss our e-commerce customer acquisition strategy and how it's driving better unit economics. We're shifting from volume-focused acquisition through paid search to a more balanced approach, emphasizing retention, mobile app and own channels. Now this isn't about accepting lower growth. It's about building sustainable, profitable growth. By pairing improved contribution margins with the A-Premium partnership with $50 million in targeted incremental revenue, we're creating a more durable and efficient business model. That means being more selective about where and how we invest marketing dollars, prioritizing channels that drive profitable customer relationships and repeat purchase behavior over onetime transactions. We want to build a more efficient and sustainable growth engine.

Historically, much of our business relied heavily on paid traffic through Google product listing ads, which drive high volume but dramatically lower contribution margins. By rebalancing the traffic mix toward our owned and retained channels, including our mobile app, life cycle marketing and CRM-driven initiatives, we're lowering acquisition costs, increasing customer lifetime value and driving more predictable profitability. This pivot isn't about pulling back on growth. It's about redefining growth to mean profitable, repeatable and cash flow positive. We've already seen early proof of success through improved conversion rates, increased units per order and stronger contribution margins. Bringing this all together, the shift we made in e-commerce acquisition is fully aligned with the partnerships and operational progress we've been discussing.

When you combine our focus on contribution margin and profitable customer growth with a leaner fixed cost structure and you layer on the incremental high-margin sales from the A-Premium partnership, you see the full picture of our transformation. Our plan is clear, disciplined execution, profitable growth and operational efficiency working together to drive sustained free cash flow. Every part of the business is moving in the same direction, and the results we're seeing each quarter reinforce that model -- that the model is working. We're confident that this approach, supported by the foundation we've built and the partnerships established through the strategic review, positions CarParts.com for long-term profitability. We expect to be free cash flow positive in 2026.

We recognize that there are still challenges ahead. The operating environment remains complex with continued tariff uncertainty, shifting consumer demand and inflationary pressures across labor, logistics and product costs. Certain areas of our business, particularly in the Marketplaces segment, continue to face pressure. The ongoing influx of noncompliant products imported from China, often sold without proper safety standards or regulatory oversight distorts the competitive landscape and creates pricing pressure. In response, we're doubling down on our owned e-commerce channel, CarParts.com, and emphasizing CAPA certified parts and trusted in-house brands like JC Whitney. This allows us to control the customer experience, ensure quality and compliance and build long-term direct relationships with our customers.

Tariffs and inflation also continue to weigh on demand, particularly in discretionary categories. We're mitigating these effects through measured pricing, gradual cost pass-throughs and greater sourcing diversification to reduce volatility. While the market may take time to adjust, our disciplined pricing, balanced sourcing and diversified marketing strategy position us for greater stability and profitability over time. We're also expanding into adjacent segments such as European and OE premium parts to reach new customers and serve more vehicle owners across more categories.

Now for those who are newer to the CarParts.com story, I want to take a moment to share why we're confident in our strategy and why we believe we're building a stronger and more competitive company for the long term. One, we've built a mobile-first, data-driven platform with over 100 million annual site visits and more than 1 million app users. Our AI-driven personalization delivers best-in-class fitment accuracy and product recommendations, creating a seamless shopping experience that drives higher conversion and greater customer lifetime value. Two, we operate nearly 1 million square feet of optimized warehouse space across the U.S. designed to handle both conveyable and nonconveyable products efficiently. Proprietary tools such as Box on Demand and custom packaging technology help lower freight costs and improve speed, while vertical integration gives us control over quality and cost.

Three, we're leaders in assortment and brand. Our collision private label business represents about 70% of our revenue, encompassing more than 70,000 SKUs, while JC Whitney continues to build trust, loyalty and brand equity. Our proprietary kits and bundles increase basket size and simplify repairs. And we're expanding into European and premium segments to reach new customers. And four, our strategic partnerships with A-Premium, ZongTeng and CDH further extend our reach and strengthen our foundation. A-Premium allows us to scale mechanical private label assortment from 20,000 to over 120,000 SKUs with 0 capital outlay. ZongTeng's global logistics network adds capital-light scaling and flexibility and CDH brings operational expertise and investment discipline.

Together, these partnerships enhance capacity, efficiency and profitability positioning CarParts.com to maximize free cash flow and long-term value creation. This combination, customer experience, supply chain strength, product leadership and strategic partnerships is what strengthens CarParts.com competitive position. It's why we believe we're positioned to win and why we're confident we're building a stronger, more competitive company in the long term.

Now I'll turn it over to Ryan to walk through the financials.

Thank you, David. Before I discuss the quarter results, I'd like to drill down on some of David's comments around the strategic changes we made during the quarter and the year as a whole. We started the year with an incredibly challenging e-commerce marketing environment with ad spend running 17.7% of gross sales. By September, we had reduced this to 12.5% of gross e-commerce revenue, and we expect to see continued improvement through the rest of this year and 2026. In the short run, this will result in lower revenue, but in the long run, it will be better for the company's overall profitability.

Our contribution margin as a percentage of revenue has improved by over 300 basis points from Q1 to Q3, demonstrating the effectiveness of this approach. To put this in perspective, our average weekly net sales in January was $9.7 million and generated under $600,000 of variable contribution margin. By contrast, our average weekly sales in September was $9 million and generated over $900,000 of variable contribution margin. So while we are giving up some revenue, we believe the strategic changes we've made to increase in profitability are trending in the right direction. We're laser-focused on driving profitability through the P&L and believe these changes position CarParts.com to achieve free cash flow positive performance in 2026.

In the third quarter, we reported revenues of $127.8 million, down 12% from $144.8 million last year. The decrease was primarily driven by our efforts to increase profitability by rationalizing advertising expense. Gross profit for the quarter was $42.3 million, down 17% compared to the prior year. Gross margin was 33.1%, down from 35.2% in the prior year period. The decline in gross margin was primarily driven by increased outbound freight, cost of goods sold and tariff charges, slightly offset by pricing increases. GAAP net loss for the quarter was $11 million compared to a loss of $10 million in the prior year period, primarily driven by lower revenues, partially offset by lower operating costs. The current quarter was also impacted by onetime advisory fees related to our strategic review as well as restructuring costs.

For the third quarter, the adjusted EBITDA loss was $2.2 million, down from adjusted EBITDA loss of $1.2 million in the prior year period, primarily due to lower gross margin. We ended the quarter with $36 million of cash and no revolver debt. Earlier this year, we started proactively investing in inventory ahead of tariffs to improve the continuity of our supply chain. This works out to about 2 extra weeks of stock shipped cost of goods sold. As a reminder, our inventory has low obsolescence risk and no risk of spoilage and our freight margins are over 50%. Our inventory balance was $94 million at the end of the quarter versus $90 million at the end of 2024.

I'll now turn it over to David for final remarks.

Thank you, Ryan. Before we move on, I want to share an important leadership update. After thoughtful consideration, Ryan has decided to pursue a new opportunity with a high-growth private company in the technology and services space. He will remain with us during the transition period as we start the process to identify his replacement. I'm grateful for his leadership and the impact he has had on strengthening our financial foundation and supporting our transformation, and we wish him continued success in his next chapter.

Let me close with what we're focused on for the remainder of the year. We'll continue to expand our product offering to attract new customers and increase average basket size with a strong focus on the A-Premium catalog. We'll focus on monetizing our 100 million annual website visits and customer list through high-margin fee income opportunities. We'll continue to grow our mobile app business to diversify our marketing mix, strengthen customer engagement and increase customer lifetime value. And we'll protect our balance sheet by carefully managing cash flow and inventory levels as we navigate the uncertainty in the tariff environment.

We know this transformation is a multiyear effort. Our focus remains on rebuilding the foundation of CarParts.com into a company that can scale efficiently, innovate rapidly and deliver a seamless, high-quality customer experience while driving greater discipline in both our cost structure and capital deployment. Much of this work is happening behind the scenes from realigning our fulfillment network to investing in AI and automation, and we expect these efforts to become more visible over the next year. As these initiatives come together, we're confident that our financial performance will follow.

First, continued margin and efficiency gains and then through earnings growth. We believe these improvements will stabilize and build through next year with our goal of achieving free cash flow breakeven in 2026.

Before we wrap up the call, I want to take a moment to thank the entire CarParts.com team. Over the past year, our people have worked incredibly hard in an environment filled with uncertainty and change. Their resilience, focus and determination have been the driving force behind our progress. Because of their efforts, we're able to deliver measurable improvements across the business and established 3 transformative strategic partnerships with A-Premium, ZongTeng and CDH. These partnerships represent a major milestone for CarParts.com and provide exciting opportunities for growth, innovation and operational excellence.

I am proud of what we've achieved together and energized by the momentum we're carrying forward. We have a clear strategy, strong partners and an exceptional team dedicated to executing our vision. While challenges remain, we feel confident about where we're headed in our path to profitability and free cash flow in 2026.

Thank you, everyone, for joining today's call. We'll now turn it over back to the operator.

We currently don't see any questions in the Q&A queue. This concludes today's conference call. Thank you for participating. You may now disconnect.