US Auto Parts Co-Founder and Former CEO Mehran Nia Recommends the Board Explore a Sale to Maximize Value

Related Trusts Associated With Mehran Nia Own Approximately 11.7% of Company Shares Outstanding

Estimates Private Market Value at $4.00 - $6.00 Per Share

LOS ANGELES, May 5, 2015 (GLOBE NEWSWIRE) -- Mehran Nia, the Co-Founder and former Chief Executive Officer at U.S. Auto Parts Network, Inc. ("US Auto Parts" or the "Company"), announced today that he has delivered a letter to the Company's Board of Directors (the "Board"). The letter notes that despite the Company's leading competitive position, its double-digit year-over-year revenue growth, and independent third-party projections indicating the industry will double within five years. Mr. Nia believes US Auto Parts will continue to remain significantly undervalued as a stand-alone publicly-traded enterprise.

To remedy the Company's undervaluation, Mr. Nia strongly recommends the Board retain a nationally recognized investment banking advisor to explore strategic alternatives to maximize shareholder value, including a potential sale. Based on discussions with potential strategic and financial buyers, Mr. Nia believes there are likely a number of parties who would be interested in acquiring US Auto Parts at a significant premium to its recent trading valuation.

Drawing on industry M&A valuation multiples and discussions Mr. Nia has had with industry specialists, Mr. Nia believes the private market value of US Auto Parts in a sale transaction would be $4.00 - $6.00 per share.

The full text of the letter is provided below:

May 5, 2015

The Board of Directors
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

To the Board of Directors of U.S. Auto Parts Network, Inc.:

As you well know, I am a Co-Founder, former CEO, board member, and a significant shareholder of U.S. Auto Parts Network ("US Auto Parts" or the "Company") with direct control over 11.7% of the Company's shares outstanding. As I have previously discussed with several board members, it is my firm belief that US Auto Parts will continue to trade below its true value due to several factors that remain outside of this Board's control. This is not something entirely unique to US Auto Parts, but more often something commonplace among micro-cap companies with very few institutional shareholders, limited trading volume and lack of Wall Street research coverage. Despite this undervaluation, the Company's valuable assets, improving financials and optimistic industry growth expectations all indicate US Auto Parts would be an attractive asset to a strategic buyer. Further to this, a healthy M&A environment, inexpensive financing options, and the potential for substantial cost eliminations suggest an attractive premium could be achieved through a well-orchestrated, competitive sale process.

Extracted from SRR's 2014 M&A Yearbook for the Automotive Aftermarket

"We expect 2015 to be another strong year for M&A activity in the automotive aftermarket. Our view is bolstered with what we are seeing across our clients' businesses – an increasingly favorable financing environment, improving target financial performance, growing balance sheet strength among strategic acquirers, and increasing active participation from private equity firms as acquirers (including for bolt-on acquisitions to existing portfolio companies within the sector – hybrid transactions)."

US Auto Parts' persistent undervaluation despite its attractive assets and growth prospects requires this Board's immediate attention. I believe there are several factors that make US Auto Parts a compelling acquisition candidate at this time, including:

At $4.00 - $6.00 per share US Auto Parts is a reasonable acquisition size. The Company is fast approaching $300 million in annualized revenues, generates positive adjusted EBITDA, maintains a healthy inventory of saleable products, and holds very little debt. Based upon a mid-range buyout price of $5.00 per share, the acquisition value of approximately $170 million is a reasonable valuation based upon recent comparable transactions. Furthermore, the availability of low interest rates makes this a feasible acquisition to finance for potential strategic buyers with substantial borrowing capacity.

The online aftermarket auto parts industry continues to experience strong growth. As noted on the Company's fourth quarter 2014 investor conference call, the online auto parts industry is expected to grow to be over $5 billion in 2015 and, according to Booz & Company, should double over the next five years. As a largest online provider of aftermarket auto parts, US Auto parts is the best-positioned company to benefit from this growth.

US Auto Parts is the largest pure play retailer of automotive aftermarket parts. The Company maintains three well-recognized websites, including www.autopartswarehouse.com, www.jcwhitney.com, and the Company's corporate website www.usautoparts.net. The user-friendly websites attract approximately ten million unique monthly visitors (which is nearly twice as many as its closest competitor) which generate average e-commerce order values of $111 per transaction.

US Auto Parts offers a broad selection of over 1.6 million products across body parts, engine parts, and performance & accessories. Unlike any of its competitors, approximately 57% of the Company's revenues are generated from private label products (45,000+ SKUs) sourced from over 200 factories in Asia. These private label products generate gross margins ranging from 30% to 60%.

US Auto Parts owns an offshore operation, including a call center in the Philippines. The Company employs over 700 people in the Philippines responsible for a majority of its website development, catalog management, back office support and customer service. As a result, the Company maintains cost-effective control over the quality of its customer interface.

In conclusion, I believe it is both necessary and timely for the Board to address the persistent undervaluation of the Company. Given its relatively small market capitalization and limited trading liquidity, it is my opinion that US Auto Parts does not, and will not, benefit from continuing to be a publicly traded business. As one of the Company's longest and largest shareholders I believe it is important for the board to act swiftly.

Respectfully yours,

Mehran Nia

******

About Mehran Nia

Mr. Mehran Nia is a Co-Founder and former Chief Executive Officer at U.S. Auto Parts Network, Inc. He is well-known as an E-commerce industry innovator and leader. Mr. Nia developed, planned, and executed US Auto Parts growth and transformation from a regional wholesaler of collision auto parts into an e-commerce retailer and wholesaler with a diversified base of auto products.

CONTACT: Mehran Nia Nia.Mehran@yahoo.comSource:Mehran Nia