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U.S. Auto Parts Network, Inc. Reports Record Sales of $120 Million


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Fourth Quarter 2006 Net Sales Increase 134% to $36.8 Million Over 2005

CARSON, Calif., March 20 -- U.S. Auto Parts Network, Inc. , a leading online provider of aftermarket auto parts and accessories, today reported its financial results for the fourth quarter and fiscal year ended December 31, 2006.

Net sales for the fourth quarter ended December 31, 2006 were $36.8 million, an increase of 134% from $15.7 million in the prior year period. Net loss for the fourth quarter of fiscal 2006 was $(0.02) million, or $(0.00) per diluted share on approximately 22 million shares outstanding, compared to net income of $2.1 million, or $0.16 per diluted share on approximately 13 million shares outstanding. Adjusted EBITDA for the fourth quarter of 2006, which excludes share-based compensation expense related to option grants of $0.3 million, was $3.2 million compared to Adjusted EBITDA of $2.7 million in the prior year period.

Net sales for fiscal year 2006 were $120.1 million, an increase of 101% from $59.7 million for fiscal year 2005. Net income for the fiscal year ended December 31, 2006 was $3.5 million, or $0.17 per diluted share on approximately 20.0 million shares outstanding, compared to net income of $6.8 million, or $0.52 per diluted share on approximately 13.2 million shares outstanding. Adjusted EBITDA for fiscal year 2006, which excludes share-based compensation expense related to option grants of $0.9 million, was $13.3 million, an increase of 51% from $8.8 million for fiscal year 2005.

"2006 marked a year of many accomplishments," said Mehran Nia, President and Chief Executive Officer. "We raised a significant amount of capital through debt and equity offerings, completed the acquisition of our largest competitor, as well as prepared the Company for its initial public offering. Through these events, we believe we have set the foundation for U.S. Auto Parts to accelerate growth and continue to gain market share. We achieved revenue growth in excess of 100%, driven by growth in our SKU count, as we expanded our product offering to include engine parts and performance parts and accessories, as well as growth in the number of unique visitors to our network of websites in 2006."

Mr. Nia continued, "This is a very dynamic time in the fragmented aftermarket auto parts market, and we have a number of initiatives in place which we believe will enable us to profitably capitalize on these opportunities. We recently added several key members to our management team and we are confident that we have the leadership in place to execute on the many growth opportunities that lie ahead."

Mr. Nia concluded, "We remain especially committed to increasing stockholder value as evidenced by our recent decision to extend the lock-up agreements of our major shareholders, our executive team and our board of directors for an additional six months from the original lock-up period committed in order to further align ourselves with our stockholders and to focus on our long-term strategy."

Michael McClane, Chief Financial Officer, added, "We saw growth in many of our key metrics during the year, validating the strength of our product offering and business model. Our recent initial public offering and subsequent repayment of debt has strengthened our financial position. While we are proud of these major accomplishments, we still have opportunities for improvement. Our entire team is focused on completing the integration of Partsbin, improving the technology and systems infrastructure, and increasing overall profitability."

  Key Full Year and Q4 2006 Operating Metrics

  *  Unique visitors - The number of monthly unique visitors in the fourth
     quarter of 2006 rose to 20.4 million, an increase of 35% compared to
     the fourth quarter of 2005 on a pro-forma basis after giving effect to
     the acquisition of Partsbin.

  *  Conversion rate - The conversion rate in 2006 increased to 1.2% from
     1.1% in 2005.

  *  Orders - The number of orders placed through our e-commerce websites
     rose to approximately 748,000 orders in 2006 from 288,000 in 2005,
     representing an increase of approximately 160%.

  *  Average order value - The average order value of purchases on our
     websites remained stable at approximately $120 in 2006.

  *  Customer acquisition cost - The customer acquisition cost in 2006 was
     $10 per customer, compared to $8 in 2005.

Mr. McClane concluded, "Looking ahead, we plan to continue to execute on our growth strategy while maintaining a strict focus on profitability through focusing on gross margin expansion and operating expense control. While we are confident we have the initiatives and people in place to achieve this goal, we believe it will require some time to fully implement, and the results will not be realized immediately. As a industry leader in the aftermarket auto parts space, we believe we are uniquely positioned to grow our market share and we are confident about our long-term prospects."

  Outlook for 2007
  Expectations for the first quarter of 2007 are as follows:

  *  Net sales are expected to be in the range of $39 million to $41
     million.

  *  Operating expenses (including depreciation and amortization of software
     and intangibles) as a percentage of net sales are expected to be in the
     range of 31% to 33%.

  *  Net income per diluted share is expected to be in the range of $(0.02)
     to $0.00 with approximately 26.7 million shares outstanding.

       *  This includes the estimated impact of share-based compensation
          expense of approximately $0.02 per diluted share or $0.6 million.

       *  This includes the estimated impact of depreciation and
          amortization of software and intangibles of approximately $0.09
          per diluted share.

  *  Adjusted EBITDA is expected to be in the range of $2.5 million to $3.0
     million.

  Expectations for the fiscal year ending December 31, 2007 are as follows.

  *  Net sales are expected to be in the range of $170 million to $185
     million.

  *  Operating expenses (including depreciation and amortization of software
     and intangibles) as a percentage of net sales are expected to be in the
     range of 30% to 33%.

  *  Diluted net income per share is expected to be in the range of $0.05 to
     $0.17 assuming approximately 29.3 million shares outstanding.

       *  This includes the estimated impact of share-based compensation
          expense of $0.09 per diluted share or $2.5 million.

       *  This includes the estimated impact of depreciation and
          amortization of software and intangibles of approximately $0.31
          per diluted share.

  *  Adjusted EBITDA is expected to be in the range of $14 million to $18
     million.

  

The table below reconciles net income to EBITDA and Adjusted EBITDA for the periods presented:

                                                          Quarter Ended
                       Years Ended December 31,            December 31,

                   2004         2005        2006        2005          2006

  Net income     $7,133       $6,819       $3,496      $2,063         $22

  Interest
   expense, net      44          106       1,510          37          560
  Income tax
   provision
   (benefit)        328         (163)        550          35           23
  Amortization of
   intangibles        8           17       5,092           4        2,055
  Depreciation
   and
   amortization     448        1,976       1,786         521          245
  EBITDA          7,961        8,755       12,434       2,660       2,861
  Share-based
   compensation      --           --          856          --         349
  Adjusted
   EBITDA        $7,961       $8,755      $13,290      $2,660      $3,210

  

About U.S. Auto Parts Network, Inc.

Established in 1995, U.S. Auto Parts is a leading online provider of aftermarket auto parts, including body parts, engine parts, performance parts and accessories. Through the Company's network of websites, U.S. Auto Parts provides individual consumers with a comprehensive selection of approximately 550,000 competitively priced products that are mapped by a proprietary product database to over 4.3 million product applications based on vehicle makes, models and years. U.S. Auto Parts' flagship websites are located at www.partstrain.com and www.autopartswarehouse.com and the Company's corporate website is located at www.usautoparts.net.

              U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
             (in thousands, except share and per share data)

                                         Years Ended December 31,
                                   2004             2005         2006

  Net sales                       $40,658         $59,698      $120,060
  Cost of sales                    21,334          34,829        78,573

  Gross profit                     19,324          24,869        41,487

  Operating expenses:
    General and administrative(1)   3,599           7,254         9,594
    Marketing(1)                    4,526           5,802        15,102
    Fulfillment(1)                  2,990           4,357         4,963
    Technology(1)                     776             868         1,332
    Amortization of intangibles         8              17         5,092

      Total operating expenses     11,899          18,298        36,083

  Income from operations            7,425           6,571         5,404

  Other income (expense), net:
    Loss from disposition of assets    --              --            (5)
    Other income                       80             191           157
    Interest income                    --              --            95
    Interest expense                  (44)           (106)       (1,605)

      Other income (expense), net      36              85       (1,358)

  Income before income taxes        7,461           6,656         4,046
  Income tax provision (benefit)      328            (163)          550

  Net income                       $7,133          $6,819        $3,496

  Basic net income per share        $0.54           $0.52         $0.24
  Diluted net income per share      $0.54           $0.52         $0.17
  Shares used in computation of
   basic net income
   per share                   13,200,000      13,200,000    14,437,657
  Shares used in computation
   of diluted net income
   per share                   13,200,000      13,200,000    19,990,431
  Shares used in computation
   of pro forma basic net
   income per share
   (unaudited)                 13,200,000      19,833,255    21,070,912
  Shares used in computation
   of pro forma diluted net
   income per share
   (unaudited)                 13,200,000      19,833,255    21,099,003

  Pro forma provision for
   income taxes (unaudited)         2,964           2,657         1,717
  Pro forma basic net income
   per share (unaudited)            $0.34           $0.20         $0.11
  Pro forma diluted net income
   per share (unaudited)            $0.34           $0.20         $0.11

(1) Includes share-based compensation expense related to option grants, as follows:

                                            Years Ended December 31,
                                      2004           2005          2006

  General and administrative expense  $--             $--          $582
  Marketing expense                    --              --           171
  Fulfillment expense                  --              --            25
  Technology expense                   --              --            78
                                      $--             $--          $856

              U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share data)

                                                         December 31,
                                                     2005           2006

  Assets
  Current assets:
    Cash and cash equivalents                       $1,353         $2,381
    Accounts receivable, net                         1,637          2,789
    Inventory, net                                   8,800          8,796
    Other current assets                               361          2,083

      Total current assets                          12,151         16,049
  Property and equipment, net                        2,259          2,716
  Intangible assets, net                                25         33,362
  Goodwill                                              --         14,179
  Deferred income taxes                                 --          1,703
  Other noncurrent assets                               49          1,901

      Total assets                                 $14,484        $69,910

  Liabilities and Stockholders' Equity
  Current liabilities:
    Accounts payable                                $6,882         $9,091
    Accrued expenses                                 1,307          2,912
    Line of credit                                      --          2,000
    Notes payable                                       96         10,805
    Capital leases payable, current portion            170             62
    Other current liabilities                          423          2,392

      Total current liabilities                      8,878         27,262

  Notes payable, less current portion, net              --         21,922
  Capital leases payable, less current portion         357            114

      Total liabilities                              9,235         49,298

  Noncontrolling interest in consolidated entity        10             --

  Commitments and contingencies

  Stockholders' equity:
    Series A convertible preferred stock, par value
     $0.001; 11,100,000 shares authorized; 0 and
     11,055,425 issued and outstanding, as of
     December 31, 2005 and 2006, respectively;
     (liquidation preference of $45,000 at December
     31, 2006)                                          --             11
    Common stock, par value $0.001; 50,000,000 shares
     authorized; 13,200,000 and 15,199,672 issued
     and outstanding, as of December 31, 2005 and
     December 31, 2006, respectively                    13             15
    Additional paid-in capital                         526         68,906
    Accumulated other comprehensive income              --              5
    Retained earnings (accumulated deficit)          4,700        (48,325)

      Total stockholders' equity                     5,239         20,612

        Total liabilities and stockholders'
         equity                                    $14,484        $69,910

              U.S. AUTO PARTS NETWORK, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)

                                          Years Ended December 31,
                                    2004            2005          2006

  Operating activities
  Net income                       $7,133          $6,819        $3,496
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
    Depreciation and amortization     448           1,976         1,786
    Amortization of intangibles         8              17         5,092
    Non-cash interest expense          --              --            61
    Loss from disposition of assets    --              --             5
    Share-based compensation and other --              --           956
    Realized gain on sale of
     marketable securities             (8)            (75)           --
    Deferred income taxes              79             (79)       (1,703)
    Effect of changes in foreign
     currencies                        --              --             5

  Changes in operating assets
   and liabilities:
    Accounts receivable, net         (222)           (489)       (1,152)
    Inventory, net                   (779)         (3,336)           608
    Other current assets              (32)           (286)       (1,628)
    Other noncurrent assets           (91)             43        (1,824)
    Accounts payable and accrued
     expenses                         (37)          4,942           769
    Other current liabilities           4             104           889

  Net cash provided by operating
   activities                       6,503           9,636         7,360

  Investing activities
  Additions to property, equipment
   and intangibles                 (1,368)           (440)       (1,890)
  Acquisition of business, net
   of cash acquired                    --              --       (24,381)
  Proceeds from sale of equipment      --             154            --
  Proceeds from sale of marketable
   securities                          63             653            --
  Purchase of marketable
   securities                        (558)             --            --
  Payments (borrowings) of
   related-party loans                (82)            356            --

  Net cash provided by (used in)
   investing activities            (1,945)            723       (26,271)

  Financing activities
  Proceeds from credit line         1,500           2,000         2,000
  Payments of credit line             (10)         (3,500)           --
  Proceeds received from notes
   payable, net of discount            --              --        31,705
  Payments made on notes payable       --              --        (4,111)
  Proceeds received on issuance of
   Series A convertible preferred
   stock,net of offering costs         --              --        42,246
  Payments of short-term financing    (45)           (105)         (351)
  (Payments) borrowings to
   related party                      324            (230)           --
  Payments to related parties        (685)         (1,547)           --
  Contributed capital                  --              10            --
  Proceeds from sale of common
   stock                               --              --           150
  Stockholder distributions        (5,629)         (7,764)       (1,700)
  Recapitalization distribution        --              --       (50,000)

  Net cash provided by (used in)
   financing activities            (4,545)        (11,136)       19,939

  Net increase (decrease) in
   cash and cash equivalents           13            (777)        1,028
  Cash and cash equivalents,
   beginning of period              2,117           2,130         1,353

  Cash and cash equivalents,
   end of period                   $2,130          $1,353        $2,381

  Supplemental disclosure of
   noncash financing activities:
    Property acquired under capital
     leases                           $40            $500           $--
    Property acquired under note
     payable to related party       2,234              --            --
    Undistributed earnings related
     to terminated S corporation
     status                            --           4,821
    Issuance of common stock in
     connection with business
     acquisition                       --              --        20,000
    Issuance of note payable to
     selling shareholders in
     connection with business
     acquisition                       --              --         5,000
    Issuance of warrants for costs
     associated with debt and equity
     issuances                         --              --           147

  Cash paid during the period for:
    Interest                           $7             $76        $1,330
    Income taxes                      147             469         3,378