EX-99.1

Safe Harbor

This presentation may contain certain forward-looking statements and

management may make additional forward-looking statements in response to

your questions. These statements do not guarantee future performance and

speak only as of the date hereof, and qualify for the safe harbor provided by

Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A

of the Securities Act of 1933. We refer all of you to the risk factors contained in

US Auto Parts Annual Report on Form 10-K and quarterly reports on Form 10-Q

filed with the Securities and Exchange Commission, for more detailed discussion

on the factors that can cause actual results to differ materially from those

projected in any forward-looking statements.

Company Overview

A leading online retailer of aftermarket auto parts and accessories

Operates

multiple

online

channels

focused

the

DIY

customer

(operates

small

wholesale

DIFM

channel)

Offers over 1.5mm SKUs across a diverse assortment of high quality private label and branded products

Reaches over 10mm online customers per month with well established brands (JC Whitney 100 Year

Anniversary)

Channel Sales Mix

Offline

Online

Marketplaces

Ecommerce

Product Sales Mix

Performance

& Accessories

Collision

Engine

50%

25%

68%

23%

Launched first internet site selling

automotive Collision Line

Launches a network of sites catered to

various consumer segments

Company begins significantly

expanding its private label engine line

JC Whitney completely

integrated

1995

2000

2010

2005

2006

2011

Launches AutoMD /

Acquires JC Whitney

Adds Accessories Line

USAP founded to serve local

collision shops in Los Angeles

IPO (NASDAQ: PRTS)

2007

2008

Acquires PartsBin

Adds Engine Line

Launched

AutoMD IQ /

Consolidated websites

to focus on Flagship

sites

2013

Company History

Spun off 36% of AutoMD /

Returned to double digit

sales growth & positive

FCF

2014

Investing in LTV and

GMROI / JC Whitney

turns 100 years old

2015

Q1 Financial Performance

(excluding AutoMD)

$55.0

$60.0

$65.0

$70.0

$75.0

$80.0

Q1-13

Q1-14

Q1-15

Net Sales

0.0%

10.0%

20.0%

30.0%

40.0%

Q1-13

Q1-14

Q1-15

Operating Expenses as a % of net sales

($4.0)

($3.0)

($2.0)

($1.0)

$0.0

$1.0

Q1-13

Q1-14

Q1-15

Operating Income (Loss)

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

$3.5

Q1-13

Q1-14

Q1-15

Adjusted EBITDA

11%

online

market

penetration,

auto

parts

still

lags

industry

average

the

teens.

US Auto Parts is estimated to be the largest pure-play online retailer of auto parts

Digital Auto Care fact book estimates

Estimates by US Auto Parts where amounts are not publicly reported

Only

includes

estimated

mail

delivered

business

–

does

not

include

store

pick

ups

Excludes AutoAnything which is wholly owned by AutoZone

Do It Yourself (DIY) Market Size

Company

2014 Est. Rev

% of total

Marketplaces

(in million)

eBay Motors

$2,560

46.1%

Amazon

$720

13.0%

Sub Total

$3,280

59.1%

Wholesale Online

Tire Rack (online)

$530

9.6%

Other Tire Companies

$230

4.1%

Sub Total

$760

13.7%

Pure Play

US Auto Parts

$280

5.0%

Rock Auto

$260

4.7%

Summit

$200

3.6%

Auto Anything

(AutoZone)

$140

2.5%

JEGS

$80

1.4%

CarID

$70

1.3%

All Other Pure Play

$180

3.2%

Sub Total

$1,210

21.8%

Brick & Mortar Retailers

AutoZone (w/o AA)

$140

2.5%

Advance

$90

1.6%

Pep

$40

0.7%

O'Reilly

$20

0.4%

NAPA

$10

0.2%

Sub Total

$300

5.4%

Total

$5,550

100.0%

Total DIY Market Size for 2014 of $49B

$5.5B

11%

$43.5B

89%

Booz & Co. estimates by 2018 that Online DIY

could reach 17% of the total DIY market

Online Market is Vibrant and

Growing

DIY Online Penetration

Mean Light Vehicle age

Source: R.L. Polk and BB&TCM

Source: Booz & Co.

The average age of a light vehicle on the road

continues to increase each year since 1997

2014

estimated

IHS

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

2012

2013

2014

2015

2016

2017

2018

8.9

9.6

9.7

9.8

9.9

10.0

10.1

10.3

10.6

10.9

11.1

11.3

11.4

Offline

$42.6

$43.5

$44.2

$44.8

$45.3

$45.5

Online*

4.6

5.5

6.6

8.0

9.5

11.5

Total**

$47.2

$49.0

$50.8

$52.8

$54.8

$57.0

% Online

9.8%

11.3%

13.0%

15.1%

17.4%

20.1%

Do It Yourself (DIY) Projections

More of the incremental growth will come online vs. offline

*Projections for industry from USAP estimates and applied to Booz & Co

**Projections obtained from 2015 Digital Auto Care fact book

DIY Projected Revenue (in Billions)

0.0

0.5

1.0

1.5

2.0

2.5

2013

2014

2015

2016

2017

2018

DIY Projected Y/Y Revenue Growth

Offline

Online

Total

(some overlap of monthly visitors across websites)

Customer Reach is a Competitive Moat

US Auto Parts Has Dominant Reach

2,000

4,000

6,000

8,000

10,000

•

Over 500 man years of hand written unique content

•

Long domain history to help indexing in search

•

Multiple website management

Competitor sites’ traffic based on Compete March 2015 reports

Year over Year Conversion Comp

Year over Year Traffic Comp

Historical Traffic & Conversion Growth

*Q2-15 based on April trend

Consolidated websites and turned

off about $80mm of revenue

Increased competition created

pricing pressure in the market

-20.0%

-15.0%

-10.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

Q1-07

Q2-07

Q3-07

Q4-07

Q1-08

Q2-08

Q3-08

Q4-08

Q1-09

Q2-09

Q3-09

Q4-09

Q1-10

Q2-10

Q3-10

Q4-10

Q1-11

Q2-11

Q3-11

Q4-11

Q1-12

Q2-12

Q3-12

Q4-12

Q1-13

Q2-13

Q3-13

Q4-13

Q1-14

Q2-14

Q3-14

Q4-14

Q1-15

Q2-15*

-30.0%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

Q1-07

Q2-07

Q3-07

Q4-07

Q1-08

Q2-08

Q3-08

Q4-08

Q1-09

Q2-09

Q3-09

Q4-09

Q1-10

Q2-10

Q3-10

Q4-10

Q1-11

Q2-11

Q3-11

Q4-11

Q1-12

Q2-12

Q3-12

Q4-12

Q1-13

Q2-13

Q3-13

Q4-13

Q1-14

Q2-14

Q3-14

Q4-14

Q1-15

Q2-15*

Strategies For Increasing Customer Life Time Value

The 2015 strategy is to increase Customer Life Time Value

Gross Profit per

Transaction

Average Order

Size

Repeat Purchase

Conversion

Increased Traffic

•

Efficient sourcing

strategy

•

Private label sourcing

•

Price optimization

•

Efficient operations

•

Sell the job

•

Cross-sell

•

Warranty options

•

Easy to do business

•

Improved service

levels

•

Reduced returns

•

Reduced no-fills

•

Easy to find Product

•

Speed of website

•

In-stock rate

•

Quality of data

•

Relevant SKUs

•

We anticipate

increasing traffic will

be directly related to

our ability to improve

our strategic

objectives allowing

for more available

dollars to spend on

marketing.

We believe increased customer LTV will result in a greater mix of traffic from both direct to

website and paid channels resulting in less dependence and impact from organic search

Broad Auto Parts Product Offering

Brake

Discs

Catalytic

Converters

Radiators

Headers

Oxygen

Sensors

Alternators

Exhaust

Driveshaft

Fuel Injection /

Delivery

Lamps

Mirrors

Bumpers

Hoods

Tailgates

Doors

Grills

Wheels

Window

Regulators

Seat Covers

Car Covers

Floor Mats /

Carpeting

Cold Air

Intakes

Vent Visors

Tonneau

Covers

Nerf Bars

Bug Shields

Car Bras

Collision Parts

Engine Parts

Performance & Accessories

25%

50%

25%

Revenue

US Auto Parts has one of the largest product offerings with over

1.5 million

products across collision parts, engine parts, and performance &

accessories

Broad Auto Parts Product Offering

USAP’s ability to competitively price products while maintaining healthy margins is a function of

leveraging its robust private label supply chain:

–

Currently over 40,000 Private Label Products.

–

Adding

5,000

–

7,000

Private

Label

SKUs

this

year

–

The

Company

sources

product

directly

from

over

200+

factories

Asia

Margin %

In-Stock

Private Label

(Asia Sourced)

Branded

(U.S. Sourced)

30% -

60%

15% -

30%

5% -

20%

Drop Shipped

Current Mix

58%

42%

Current Mix

67%

33%

The breadth of our Private Label products provides a significant competitive advantage

Supply Chain Creates Pricing Advantage

2015 Expected

60%

40%

Historical Product Sales Mix

Auto

Parts

has

transitioned

Private

Label

products

low

cost leader with high quality products in the marketplace

43.5%

43.7%

42.4%

45%

52%

58%

60%

56.5%

56.3%

57.6%

55%

48%

42%

40%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

2009

2010

2011

2012

2013

2014

2015 Expected

Private Label

Branded

GMROI Focused Strategy

Utilize our automated price optimization tool to tailor our pricing strategies

for all online channels

Take action on slow moving inventory to minimize margin erosion

Leverage

our

proprietary

inventory

management

systems

improve

in-

stock levels and reduce unnecessary weeks of supply

Determine private label vs. branded in-stock vs. drop ship partners mix

Our business model has significant cost leverage as revenues grow

Excludes stock based compensation, depreciation and amortization

For every incremental year required to achieve growth levels, fixed expenses increase $1.0M or 3%

Financial Sensitivity

Base

10%

20%

30%

40%

50%

Revenue

$284

$312

$341

$369

$398

$426

Gross Margin %

27.0%

–

29.0%

27.0%

–

29.0%

27.0%

–

29.0%

27.0%

–

29.0%

27.0%

–

29.0%

27.0%

–

29.0%

Variable:

Fulfillment

3.4%

Marketing

9.4%

Technology

0.5%

G&A

1.8%

Total Variable

15.1%

Fixed:

Fulfillment

2.0%

1.8%

1.7%

1.6%

1.4%

Marketing

3.8%

3.5%

3.2%

2.9%

2.7%

2.6%

Technology

1.0%

0.9%

0.8%

0.7%

0.6%

G&A

3.6%

3.3%

3.0%

2.8%

2.6%

2.4%

Total Fixed

10.4%

9.5%

8.7%

8.0%

7.4%

6.9%

Adjusted EBITDA %

1.4%

–

3.4%

2.4%

–

4.4%

3.2%

–

5.2%

3.9%

–

5.9%

4.4%

–

6.4%

4.9%

–

6.9%

Adjusted EBITDA $

–

$10

–

$14

$11

–

$18

$14

–

$22

$18

–

$26

$21

–

$29

AutoMD –

Repair Lead Generation Site

Overview

•

Repair lead generation site addresses

the DIFM market

Recent Strategic Investment

•

$12.5M pre-money valuation

•

Raised $7.0M in capital

•

Fed Mogul: $3.0M

•

Cox Automotive: $2.0M

•

Insiders: $2.0M

•

Post-funding valuation of $19.5M

•

USAP in control with 64% of the

business

•

There are approximately 2,250 shops

on the program currently with a goal to

double by the end of the year between

3,250

–

4,500.

In Summary

US Auto Parts

A leading e-Commerce company

That is growing with positive FCF

In a $5B industry that is expected to double in the next 5-7 years

We have two significant competitive advantages

Our customer reach is over 10mm visitors monthly

Our supply chain sources over 40,000 Private Label products

We have an experienced management team with a mix of e-commerce and

automotive expertise

Leadership Team

•

Over 10 years experience leading internet businesses

•

Senior Vice President and General Manager of Blockbuster Online

•

Vice President of Strategic Planning for Blockbuster Inc.

•

B.A. degree in Business Administration from the University of New Mexico and a M.B.A. from Southern Methodist University

•

Over

years

finance,

accounting

retail

experience

both

private

public

companies

•

Chief Operating Officer of National Stores

•

EVP

Chief

Financial

Officer

–

Anna

Linens

•

EVP

Chief

Financial

Officer

–

Pet

Smart

•

EVP

Chief

Financial

Officer

–

Elizabeth

Arden

Red

Door

Spas

•

B.A.

degree

Social

Sciences

from

the

University

California,

Los

Angeles

and

obtained

CPA

certification

Illinois

•

Former

Executive

Vice

President

Operations

and

CIO

from

April

2008

September

2010

•

Over 18 years of e-commerce experience

•

Senior

Vice

President

–

Online

Systems

Blockbuster

Inc.

•

Multiple positions with internet and technology companies including American Airlines, Travelweb (Priceline), Baan

•

B.A. degree in Business Administration from Gonzaga University

•

Over 30 years of global sourcing experience

•

Vice President, Supply Chain Management for Keystone Automotive Industries

•

Director, Business Development for Modern Engineering

•

Multiple leadership positions with multiple companies in the automotive aftermarket industry

Charles Fischer - Senior Vice President of Global Procurement since May 2008

Aaron E. Coleman - Chief Operating Officer since September 2010

Neil Watanabe - Chief Financial Officer since March 2015

Shane Evangelist - Chief Executive Officer since October 2007

Sales

Adjusted

EBITDA

Consolidated

Sales

($ In Millions)

Excludes AMD starting in Q4-14 which is funded through capital raised

Whitney

was

acquired

Aug

2010

adding

revenue

$39.1M

2010

and

$83.4M

2011.

Amounts

not

separately

disclosed

after

2011.

Non-GAAP financial measure EBITDA consists of net income before (a) interest expense, net; (b) income tax provisions; (c) amortization of intangible assets; (d) depreciation and

amortization.

Adjusted

EBITDA

excludes

Stock

based

compensation

$2.9M,

$3.3M,

$2.7M,

$2.6M,

$1.7M

$1.3M

$2.4M

and

$0.5M

2008,

2009,

2010,

2011,

2012,

2013,

2014

and

Q1-

15, respectively and restructuring costs and other one time charges of $23.4M, $0.4M, $5.8M, $12.9M, $27.5M, $6.8M, and $2.4 in 2008, 2009, 2010, 2011, 2012, 2013, and 2014 respectively.

Adj. EBITDA Margin

Consolidated

Adjusted

EBITDA

($ In Millions)

$153.4

$176.3

$262.3

$327.1

$304.0

$254.8

$283.4

$76.3

2008

2009

2010

2011

2012

2013

2014

Q1-15

$5.2

$13.5

$19.5

$16.3

$9.4

$6.0

$8.1

$2.9

Q1-15

2008

2009

2010

2011

2012

2013

2014

Over $19M of costs have been reduced over a two year period

Adjusted EBITDA

(Non-GAAP Financial Measure –

in thousands)

Thirteen Weeks Ended April 4, 2015

Thirteen Weeks Ended March 29, 2014

Base

(in thousands)

USAP

AutoMD

Consolidated

USAP

AutoMD

Consolidated

Net loss

187

(503)

(316)

683

(482)

201

Interest expense, net

373

259

Income tax provision

158

(210)

(52)

Amortization

intangible

assets

107

115

Depreciation

and

amortization

expense

1,549

385

1,934

434

2,368

EBITDA

2,374

(320)

2,054

2,992

(48)

2,944

Share-based

compensation

expense

477

510

376

Adjusted EBITDA

2,851

(287)

2,564

3,368

(48)

3,320

Consolidated

Statements

Comprehensive

Operations

(Unaudited, in Thousands, Except Per Share Data)

(1)

Excludes

depreciation

and

amortization

expense

which

included

marketing,

general

and

administrative

and

fulfillment

expense.

Thirteen Weeks Ended

April 4, 2015

March 29, 2014

Net sales

76,388

68,028

Cost of sales

(1)

54,910

47,327

Gross profit

21,478

20,701

Operating expenses:

Marketing

10,852

10,115

General and administrative

4,181

4,147

Fulfillment

5,060

4,712

Technology

1,288

1,148

Amortization of intangible assets

115

Total operating expenses

21,496

20,206

Loss from operations

(18)

495

Other income (expense):

Other income, net

(3)

Interest expense

(373)

(259)

Total other expense, net

(350)

(262)

Loss before income taxes

(368)

233

Income tax (benefit) provision

(52)

Net loss including noncontrolling interests

(316)

201

Net Loss attributable to non-controlling interests

256

Net loss attributable to U.S. Auto Parts

(60)

201

Other

comprehensive

income

attributable

U.S.

Auto

Parts,

net

tax:

Foreign currency translation adjustments

(10)

Total

other

comprehensive

income

attributable

U.S.

Auto

Parts

(10)

Comprehensive loss attributable to U.S. Auto Parts

(70)

209

Basic net income (loss) per share

0.00

Diluted net income (loss) per share

0.00

used

computation

basic

and

diluted

net

loss

per

33,720

33,384

used

computation

basic

and

diluted

net

loss

per

33,720

34,158

Consolidated Balance Sheet

(Unaudited, in Thousands, Except Par and Per Share Liquidation value)

April 4

January 3

ASSETS

2015

Current assets:

Cash and cash equivalents

7,917

7,653

Short-term investments

Accounts receivable, net of allowances of $38 and $41 at April 4, 2015 and

January 3, 2015, respectively

4,209

3,804

Inventory

48,347

48,362

Other current assets

3,321

2,669

Total current assets

63,860

62,550

Property and equipment, net

16,690

16,966

Intangible assets, net

1,617

1,707

Other non-current assets

1,672

1,684

Total assets

83,839

82,907

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

26,591

25,362

Accrued expenses

8,498

7,747

Revolving loan payable

9,485

11,022

Current portion of capital leases payable

276

269

Other current liabilities

4,560

3,505

Total current liabilities

49,410

47,905

Capital leases payable, net of current portion

9,197

9,270

Deferred income taxes

1,550

1,618

Other non-current liabilities

1,661

1,891

Total liabilities

61,818

60,684

Stockholders' equity:

Series A convertible preferred stock, $0.001 par value; $1.45 liquidation value or

aggregate

$6,017;

4,150

authorized;

4,150

and

sharesissued

and

outstanding at April 4, 2015 and at January 3, 2015, respectively

Common stock, $0.001 par value; 100,000 shares authorized; 33,949 and 33,624 shares

issued and outstanding at April 4, 2015 and January 3, 2015, respectively

Additional paid-in capital

174,552

174,369

Accumulated other comprehensive income

350

360

Accumulated deficit

(155,609)

(155,489)

Total stockholders' equity

19,331

19,277

Noncontrolling interest

2,690

2,946

Total stockholders' equity

22,021

22,223

Total liabilities and equity

83,839

82,907