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business; ● financial
or political instability in any of the countries in which our products are manufactured; ● potential
recalls or cancellations of orders for any products that do not meet our quality standards; ● disruption
of imports by labor disputes or strikes and local business practices; 62 ● political
or military conflict involving the U.S. or any country in which our suppliers are located,
which could cause a delay in the transportation of our products, an increase in transportation
costs and additional risk to products being damaged and delivered on time; ● heightened
terrorism security concerns, which could subject imported goods to additional, more frequent
or more thorough inspections, leading to delays in deliveries or impoundment of goods for
extended periods; ● inability
of our non-U.S. suppliers to obtain adequate credit or access liquidity to finance their
operations; and ● our
ability to enforce any agreements with our foreign suppliers. If
we were unable to import products from China and Taiwan or were unable to import products from China and Taiwan in a cost-effective manner,
we could suffer irreparable harm to our business and be required to significantly curtail our operations, file for bankruptcy or cease
operations. From
time to time, we may also have to resort to administrative and court proceedings to enforce our legal rights with foreign suppliers.
However, it may be more difficult to evaluate the level of legal protection we enjoy in Taiwan and China and the corresponding outcome
of any administrative or court proceedings than in comparison to our suppliers in the United States. We
depend on third-party delivery services, for both inbound and outbound shipping, to deliver our products to our distribution centers
and subsequently to our customers on a timely and consistent basis, and any deterioration in our relationship with any one of these third
parties or increases in the fees that they charge could harm our reputation and adversely affect our business and financial condition. We
rely on third parties for the shipment of our products, both inbound and outbound shipping logistics, and we cannot be sure that these
relationships will continue on terms favorable to us, or at all. Shipping costs have increased from time to time, and may continue to
increase, and we may not be able to pass these costs directly to our customers. Any increased shipping costs could harm our business,
prospects, financial condition and results of operations by increasing our costs of doing business and reducing gross margins which could
negatively affect our operating results. In addition, we utilize a variety of shipping methods for both inbound and outbound logistics.
For inbound logistics, we rely on trucking and ocean carriers and any increases in fees that they charge could adversely affect our business
and financial condition. For outbound logistics, we rely on “Less-than-Truckload” and parcel freight based upon the product
and quantities being shipped and customer delivery requirements. These outbound freight costs have increased on a year-over-year basis
and may continue to increase in the future. We also ship a number of oversized auto parts which may trigger additional shipping costs
by third-party delivery services. Any increases in fees or any increased use of “Less-than-Truckload” shipping would increase
our shipping costs which could negatively affect our operating results. In
addition, if our relationships with these third parties are terminated or impaired, or if these third parties are unable to deliver products
for us, whether due to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks
or for any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers
could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking and
delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon terms favorable
to us, or at all. If
commodity prices such as fuel, plastic and steel increase, our margins may be negatively impacted. Our
third-party delivery services have increased fuel surcharges from time to time, and such increases negatively impact our margins, as
we are generally unable to pass all of these costs directly to consumers. Increasing prices in the component materials for the parts
we sell may impact the availability, the quality and the price of our products, as suppliers search for alternatives to existing materials
and increase the prices they charge. We cannot ensure that we can recover all the increased costs through price increases, and our suppliers
may not continue to provide the consistent quality of product as they may substitute lower cost materials to maintain pricing levels,
all of which may have a negative impact on our business and results of operations. 63 If
we are unable to manage the challenges associated with our international operations, the growth of our business could be limited and
our business could suffer. In
addition to our relationships with foreign suppliers, we have contracts with sales representatives from thirteen regional sales companies
in North America, Mexico, Puerto Rico, the U.K., Europe, the Middle East and the industrial aftermarket. We are subject to a number of
risks and challenges that specifically relate to our international operations. Our international operations may not be successful if
we are unable to meet and overcome these challenges, which could limit the growth of our business and may have an adverse effect on our
business and operating results. These risks and challenges inclu ● difficulties
and costs of staffing and managing foreign operations; ● restrictions
imposed by local labor practices and laws on our business and operations; ● exposure
to different business practices and legal standards; ● unexpected
changes in regulatory requirements; ● the
imposition of government controls and restrictions; ● political,
social and economic instability and the risk of war, terrorist activities or other international
incidents; ● the
failure of telecommunications and connectivity infrastructure; ● natural
disasters and public health emergencies; ● potentially
adverse tax consequences; and ● fluctuations
in foreign currency exchange rates and relative weakness in the U.S. dollar. If
our fulfillment operations are interrupted for any significant period of time or are not sufficient to accommodate increased demand,
our sales could decline and our reputation could be harmed. Our
success depends on our ability to successfully receive and fulfill orders and to promptly deliver our products to our customers. Most
of the orders for our products are filled from our inventory in our distribution centers, where all our inventory management, packaging,
labeling and product return processes are performed. Increased demand and other considerations may require us to expand our distribution
centers or transfer our fulfillment operations to larger or other facilities in the future. If we do not successfully expand our fulfillment
capabilities in response to increases in demand, our sales could decline. In
addition, our distribution centers are susceptible to damage or interruption from human error, pandemics, fire, flood, power loss, telecommunications
failures, terrorist attacks, acts of war, break-ins, earthquakes and similar events. We do not currently maintain back-up power systems
at our fulfillment centers. We do not presently have a formal disaster recovery plan and our business interruption insurance may be insufficient
to compensate us for losses that may occur in the event operations at our fulfillment center are interrupted. In addition, alternative
arrangements may not be available, or if they are available, may increase the cost of fulfillment. Any interruptions in our fulfillment
operations for any significant period of time, including interruptions resulting from the expansion of our existing facilities or the
transfer of operations to a new facility, could damage our reputation and brand and substantially harm our business and results of operations. We
face intense competition and operate in an industry with limited barriers to entry, and some of our competitors may have greater resources
than us and may be better positioned to capitalize on the growing auto parts market. The aftermarket auto parts industry is competitive and highly fragmented,
with products distributed through multi-tiered and overlapping channels. We compete with both online and offline retailers who offer OEMs
and aftermarket auto parts. Current or potential competitors include FIAMM, Grote, Peterson Manufacturing Company, ECCO, Vixen Horns,
Grover, HornBlasters, and Kleinn. Many
of our current and potential competitors have longer operating histories, large customer bases, superior brand recognition and significantly
greater financial, marketing, technical, management and other resources than we do. In addition, some of our competitors have used and
may continue to use aggressive pricing tactics and devote substantially more financial resources to website and system development than
we do. We expect that competition will further intensify in the future as Internet use and online commerce continue to grow worldwide.
Increased competition may result in reduced sales, lower operating margins, reduced profitability, loss of market share and diminished
brand recognition. 64 We
rely on key personnel and may need additional personnel for the success and growth of our business. Our
business is largely dependent on the personal efforts and abilities of highly skilled executive, technical, managerial, merchandising
and marketing personnel. Competition for such personnel is intense, and we cannot assure that we will be successful in attracting and
retaining such personnel. The loss of any key employee or our inability to attract or retain other qualified employees could harm our
business and results of operations. If
our product catalog database is stolen, misappropriated or damaged, or if a competitor is able to create a substantially similar catalog
without infringing our rights, then we may lose an important competitive advantage. We
have invested significant resources and time to build and maintain our product catalog, which is maintained in the form of an electronic
database. We believe that our product catalog provides us with an important competitive advantage. We cannot assure you that we will
be able to protect our product catalog from unauthorized copying or theft or that our product catalog will continue to operate adequately,
without any technological challenges. In addition, it is possible that a competitor could develop a catalog or database that is similar