Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2023

MOTORCAR PARTS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

New York	001-33861	11-2153962

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2929 California Street, Torrance, CA		90503

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 212-7910

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MPAA	The Nasdaq Global Select Market

Item 2.02.

Results of Operations and Financial Condition

On November 9, 2023, Motorcar Parts of America, Inc. (the "Company") issued a press release announcing its earnings for the fiscal quarter ended September 30, 2023 which is being furnished as Exhibit 99.1. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01.

Financial Statements and Exhibits.

The following exhibit is furnished with this Current Report pursuant to Item 2.02:

(d)

Exhibits

Exhibit No.	Description

99.1	Press Release, dated November 9, 2023

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOTORCAR PARTS OF AMERICA, INC.

Date: November 9, 2023	/s/ David Lee
	David Lee
	Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

CONTACT:

Gary S. Maier

Vice President, Corporate Communications & IR

(310) 972-5124

MOTORCAR PARTS OF AMERICA REPORTS RECORD RESULTS FOR FISCAL SECOND QUARTER AND SIX MONTHS

- Record Gross Profit and Strong Cash Flow Generation –

LOS ANGELES, CA – November 9, 2023 – Motorcar Parts of America, Inc. (Nasdaq: MPAA) today reported record sales for its fiscal 2024 second quarter and six-month period ended September 30, 2023, with record gross profit and strong cash flow from operating activities.

Net sales for the fiscal 2024 second quarter increased 14.0 percent to a record $196.6 million from $172.5 million in the prior year.

Net loss for the fiscal 2024 second quarter improved to $2.0 million, or $0.10 per share, from a net loss of $6.5 million, or $0.34 per share, a year ago. The company noted that the net loss for the fiscal 2024 second quarter was impacted by $8.7 million, or $0.44 per share, of non-cash items, as detailed in Exhibit 1.

Interest expense for the fiscal second quarter increased by $6.1 million, or $0.23 per share, to $15.4 million from $9.3 million a year ago, primarily due to higher market rates.

Gross profit for the fiscal 2024 second quarter increased 55.2 percent to a record $41.1 million from $26.5 million a year earlier. Gross margin for the fiscal 2024 second quarter was 20.9 percent compared with 15.4 percent a year earlier. Gross margin for the fiscal 2024 second quarter was impacted by $4.7 million, or 2.4 percent, of non-cash items, and $3.2 million, or 1.6 percent, of cash items, as detailed in Exhibit 3.

The company generated approximately $15 million of cash from operating activities during the quarter. During this period, the company intentionally deferred collecting approximately $15 million of receivables offered through its customer supply chain vendor finance programs, which resulted in lowering cash flow by that amount, and interest expense savings of approximately $1 million. This enabled the company to defer interest expenses until price increases for interest rates are fully recognized.

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Motorcar Parts of America, Inc.

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Additionally, the company used its liquidity to pay down the $11.25 million balance of its term loan. Interest rates on the term loan were approximately two percentage points higher than rates offered by the company’s customers’ supply chain vendor finance programs.

“Demand for critical non-discretionary automotive parts is strong and we remain focused on leveraging our leadership position. As sales volume increases, particularly within certain of our emerging brake-related product categories, we expect to realize even further improvement in operational efficiencies. We remain optimistic about achieving our year-over-year financial targets and look forward to a strong second half,” said Selwyn Joffe, chairman, president, and chief executive officer.

Six-Month Results

Net sales for the fiscal 2024 six-month period increased 5.9 percent to a record $356.3 million from $336.5 million.

Net loss for the fiscal 2024 six-month period improved to $3.4 million, or $0.17 per share, from a net loss of $6.7 million, or $0.35 per share, a year ago. The company noted that the net loss for the six months was impacted by $9.1 million, or $0.47 per share, of non-cash items, as detailed in

Exhibit 2.

Interest expense increased by $10.9 million, or $0.42 per share, for the six months to $27.1 million from $16.2 million a year ago, primarily due to higher market rates.

Gross profit for the fiscal 2024 six-month period increased 19.2 percent to a record $67.7 million from $56.8 million a year earlier. Gross margin for the fiscal 2024 six-month period was 19.0 percent compared with 16.9 percent a year earlier. Gross margin for the fiscal 2024 six-month period was impacted by $8.1 million, or 2.3 percent, of non-cash items, and $5.2 million, or 1.5 percent, of cash items, as detailed in Exhibit 4.

Considerations for Fiscal 2024 Second Half

•

Sales volume is continuing to gain momentum.

Ordering activity strong.

Industry fundamentals continue to drive product demand.

•

Margin improvement.

Enhanced by multiple rounds of price increases.

Improving overhead absorption as brake-related business gains further momentum.

Improving operational efficiencies through volume increases.

•

Enhanced cash flow from working capital initiatives.

Use of Non-GAAP Measure

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Motorcar Parts of America, Inc.

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This press release includes the following non-GAAP measure – EBITDA, which is not a measure of financial performance under GAAP and should not be considered as an alternative to net income as a measure of financial performance. The company believes this non-GAAP measure, when considered together with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to the company’s results of operations. However, this non-GAAP measure has significant limitations in that it does not reflect all the costs and other items associated with the operation of the company’s business as determined in accordance with GAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable to similar measures by other companies. Therefore, investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, measures of financial performance in accordance with GAAP. For a definition and reconciliation of EBITDA to net income, its corresponding GAAP measure, see the financial tables included in this press release. Also, refer to our Form 8-K to which this release is attached, and other filings we make with the SEC, for further information regarding this measure.

Earnings Conference Call and Webcast

Selwyn Joffe, chairman, president and chief executive officer, and David Lee, chief financial officer, will host an investor conference call today at 10:00 a.m. Pacific time to discuss the company’s financial results and operations. The call will be open to all interested investors either through a live audio webcast at www.motorcarparts.com or live by calling (888) 440-5584 (domestic) or (646) 960-0457 (international). For those who are not available to listen to the live broadcast, the call will be archived on Motorcar Parts of America’s website www.motorcarparts.com. A telephone playback of the conference call will also be available from approximately 1:00 p.m. Pacific time on November 9, 2023 through 8:59 p.m. Pacific time on November 16, 2023 by calling (800) 770-2030 (domestic) or (647) 362-9199 (international) and using access code: 1545314.

About Motorcar Parts of America, Inc.

Motorcar Parts of America, Inc. is a remanufacturer, manufacturer, and distributor of automotive aftermarket parts -- including alternators, starters, wheel bearings and hub assemblies, brake calipers, brake pads, brake rotors, brake master cylinders, brake power boosters, turbochargers, and diagnostic testing equipment utilized in imported and domestic passenger vehicles, light trucks, and heavy-duty applications. Its products are sold to automotive retail outlets and the professional repair market throughout the United States, Canada, and Mexico, with facilities located in California, New York, Mexico, Malaysia, China and India, and administrative offices located in California, Tennessee, Mexico, Singapore, Malaysia, and Canada. In addition, the company’s electrical vehicle subsidiary designs and manufactures testing solutions for performance, endurance, and production of multiple components in the electric power train – providing simulation, emulation, and production applications for the electrification of both automotive and aerospace industries, including electric vehicle charging systems. Additional information is available at www.motorcarparts.com.

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Motorcar Parts of America, Inc.

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The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the company’s current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors. Reference is also made to the Risk Factors set forth in the company’s Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2023 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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(Financial tables follow)

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2023			2022			2023			2022


Net sales	$	196,639,000		$	172,543,000		$	356,344,000		$	336,528,000
Cost of goods sold		155,491,000			146,027,000			288,629,000			279,710,000
Gross profit		41,148,000			26,516,000			67,715,000			56,818,000
Operating expenses:
General and administrative		14,325,000			14,846,000			26,927,000			28,480,000
Sales and marketing		5,688,000			6,066,000			11,107,000			11,608,000
Research and development		2,438,000			2,670,000			4,813,000			5,783,000
Foreign exchange impact of lease liabilities and forward contracts		4,760,000			1,082,000			490,000			1,760,000
Total operating expenses		27,211,000			24,664,000			43,337,000			47,631,000
Operating income		13,937,000			1,852,000			24,378,000			9,187,000
Other expenses:
Interest expense, net		15,383,000			9,283,000			27,103,000			16,204,000
Change in fair value of compound net derivative liability		390,000			-			530,000			-
Loss on extinguishment of debt		168,000			-			168,000			-
Total other expenses		15,941,000			9,283,000			27,801,000			16,204,000
Loss before income tax benefit		(2,004,000	)		(7,431,000	)		(3,423,000	)		(7,017,000	)
Income tax benefit		(46,000	)		(914,000	)		(55,000	)		(325,000	)

Net loss	$	(1,958,000	)	$	(6,517,000	)	$	(3,368,000	)	$	(6,692,000	)

Basic net loss per share	$	(0.10	)	$	(0.34	)	$	(0.17	)	$	(0.35	)

Diluted net loss per share	$	(0.10	)	$	(0.34	)	$	(0.17	)	$	(0.35	)

Weighted average number of shares outstanding:

Basic		19,599,162			19,272,557			19,554,142			19,197,181

Diluted		19,599,162			19,272,557			19,554,142			19,197,181

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

	September 30, 2023		March 31, 2023
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	10,293,000	$	11,596,000
Short-term investments		2,036,000		2,011,000
Accounts receivable — net		161,120,000		119,868,000
Inventory		366,405,000		356,254,000
Contract assets		29,946,000		25,443,000
Prepaid expenses and other current assets		18,415,000		22,306,000
Total current assets		588,215,000		537,478,000
Plant and equipment — net		41,368,000		46,052,000
Operating lease assets		84,881,000		87,619,000
Long-term deferred income taxes		32,206,000		32,625,000
Long-term contract assets		313,613,000		318,381,000
Goodwill and intangible assets — net		4,721,000		5,348,000
Other assets		1,768,000		1,062,000
TOTAL ASSETS	$	1,066,772,000	$	1,028,565,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	162,879,000	$	141,766,000
Customer finished goods returns accrual		29,956,000		37,984,000
Contract liabilities		53,368,000		40,340,000
Revolving loan		165,000,000		145,200,000
Other current liabilities		5,032,000		4,871,000
Operating lease liabilities		8,737,000		8,767,000
Current portion of term loan		-		3,664,000
Total current liabilities		424,972,000		382,592,000
Term loan, less current portion		-		9,279,000
Convertible notes, related party		31,819,000		30,994,000
Long-term contract liabilities		198,086,000		193,606,000
Long-term deferred income taxes		73,000		718,000
Long-term operating lease liabilities		75,698,000		79,318,000
Other liabilities		10,988,000		11,583,000
Total liabilities		741,636,000		708,090,000
Commitments and contingencies
Shareholders' equity:
Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none issued		-		-
Series A junior participating preferred stock; par value $.01 per share,
20,000 shares authorized; none issued		-		-
Common stock; par value $.01 per share, 50,000,000 shares authorized;
19,599,195 and 19,494,615 shares issued and outstanding at September 30, 2023 and
March 31, 2023, respectively		196,000		195,000
Additional paid-in capital		234,399,000		231,836,000
Retained earnings		85,379,000		88,747,000
Accumulated other comprehensive income (loss)		5,162,000		(303,000	)
Total shareholders' equity		325,136,000		320,475,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,066,772,000	$	1,028,565,000

Additional Information and Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), the company has included the following additional information and non-GAAP financial measures for the three and six months ended September 30, 2023 and 2022. Among other things, the company uses such additional information and non-GAAP adjusted financial measures in addition to and together with corresponding GAAP measures to help analyze the performance of its business.

The company believes this information helps provide a more complete understanding of the company's results of operations and the factors and trends affecting the company's business. However, this information should be considered as a supplement to, and not as a substitute for, or superior to, information contained in the company’s financial statements prepared in accordance with GAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable to similar measures by other companies.

The company defines EBITDA as earnings before interest, taxes, depreciation, and amortization. A reconciliation of EBITDA to net income is provided below along with information regarding such items.

Items Impacting Net Income for the Three Months Ended September 30, 2023 and 2022

Exhibit 1

	Three Months Ended September 30,
	2023						2022
		$		Per Share				$		Per Share
GAAP net loss	$	(1,958,000	)	$	(0.10	)	$	(6,517,000	)	$	(0.34	)

Non-cash items impacting net loss
Core and finished goods premium amortization	$	2,707,000		$	0.14		$	3,064,000		$	0.16
Revaluation - cores on customers' shelves		1,995,000			0.10			1,269,000			0.07
Share-based compensation expenses		1,533,000			0.08			1,251,000			0.06
Foreign exchange impact of lease liabilities and forward contracts		4,760,000			0.24			1,082,000			0.06
Change in fair value of compound net derivative liability and loss on extinguishment of debt		558,000			0.03			-			-
Tax effect (a)		(2,888,000	)		(0.15	)		(1,667,000	)		(0.09	)
Total non-cash items impacting net loss	$	8,665,000		$	0.44		$	4,999,000		$	0.26

Cash items impacting net loss
Supply chain disruptions and related costs (b)	$	3,199,000		$	0.16		$	4,220,000		$	0.22
New product line start-up costs and transition expenses, and severance (c)		349,000			0.02			921,000			0.05
Tax effect (a)		(887,000	)		(0.05	)		(1,285,000	)		(0.07	)
Total cash items impacting net loss	$	2,661,000		$	0.14		$	3,856,000		$	0.20

(a) Tax effect is calculated by applying an income tax rate of 25.0% to items listed above; this rate may differ from the period's actual income tax rate.

(b) For the three-months ended September 30, 2023, consists of 3,199,000 impacting gross profit.

For the three-months ended September 30, 2022, consists of of $3,654,000 impacting gross profit and $566,000 included in operating expenses.

For the three-months ended September 30, 2022, consists of $921,000 included in operating expenses.

Items Impacting Net Income for the Six Months Ended September 30, 2023 and 2022

Exhibit 2

	Six Months Ended September 30,
	2023						2022
		$		Per Share				$		Per Share
GAAP net loss	$	(3,368,000	)	$	(0.17	)	$	(6,692,000	)	$	(0.35	)

Non-cash items impacting net loss
Core and finished goods premium amortization	$	5,364,000		$	0.27		$	6,108,000		$	0.32
Revaluation - cores on customers' shelves		2,773,000			0.14			1,841,000			0.10
Share-based compensation expenses		2,843,000			0.15			2,500,000			0.13
Foreign exchange impact of lease liabilities and forward contracts		490,000			0.03			1,760,000			0.09
Change in fair value of compound net derivative liability and loss on extinguishment of debt		698,000			0.04			-			-
Tax effect (a)		(3,042,000	)		(0.16	)		(3,052,000	)		(0.16	)
Total non-cash items impacting net loss	$	9,126,000		$	0.47		$	9,157,000		$	0.48

Cash items impacting net loss
Supply chain disruptions and related costs (b)	$	5,183,000		$	0.27		$	7,314,000		$	0.38
New product line start-up costs and transition expenses, and severance (c)		684,000			0.03			1,539,000			0.08
Tax effect (a)		(1,467,000	)		(0.08	)		(2,213,000	)		(0.12	)
Total cash items impacting net loss	$	4,400,000		$	0.23		$	6,640,000		$	0.35

(a) Tax effect is calculated by applying an income tax rate of 25.0% to items listed above; this rate may differ from the period's actual income tax rate.

(b) For the six-months ended September 30, 2023, consists of $5,183,000 impacting gross profit.

For the six-months ended September 30, 2022, consists of $6,202,000 impacting gross profit and $1,112,000 included in operating expenses.

For the six-months ended September 30, 2022, consists of $1,539,000 included in operating expenses.

Items Impacting Gross Profit for the Three Months Ended September 30, 2023 and 2022

Exhibit 3

	Three Months Ended September 30,
	2023					2022
		$	Gross Margin				$	Gross Margin
GAAP gross profit	$	41,148,000		20.9	%	$	26,516,000		15.4	%

Non-cash items impacting gross profit
Core and finished goods premium amortization	$	2,707,000		1.4	%	$	3,064,000		1.8	%
Revaluation - cores on customers' shelves		1,995,000		1.0	%		1,269,000		0.7	%
Total non-cash items impacting gross profit	$	4,702,000		2.4	%	$	4,333,000		2.5	%

Cash items impacting gross profit
Supply chain disruptions and related costs	$	3,199,000		1.6	%	$	3,654,000		2.1	%
Total cash items impacting gross profit	$	3,199,000		1.6	%	$	3,654,000		2.1	%

Items Impacting Gross Profit for the Six Months Ended September 30, 2023 and 2022

Exhibit 4

	Six Months Ended September 30,
	2023					2022
		$	Gross Margin				$	Gross Margin
GAAP gross profit	$	67,715,000		19.0	%	$	56,818,000		16.9	%

Non-cash items impacting gross profit
Core and finished goods premium amortization	$	5,364,000		1.5	%	$	6,108,000		1.8	%
Revaluation - cores on customers' shelves		2,773,000		0.8	%		1,841,000		0.5	%
Total non-cash items impacting gross profit	$	8,137,000		2.3	%	$	7,949,000		2.4	%

Cash items impacting gross profit
Supply chain disruptions and related costs	$	5,183,000		1.5	%	$	6,202,000		1.8	%
Total cash items impacting gross profit	$	5,183,000		1.5	%	$	6,202,000		1.8	%

Items Impacting EBITDA for the Three and Six Months Ended September 30, 2023 and 2022

Exhibit 5

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2022			2023			2022
GAAP net loss	$	(1,958,000	)	$	(6,517,000	)	$	(3,368,000	)	$	(6,692,000	)
Interest expense, net		15,383,000			9,283,000			27,103,000			16,204,000
Income tax benefit		(46,000	)		(914,000	)		(55,000	)		(325,000	)
Depreciation and amortization		2,933,000			3,090,000			5,966,000			6,214,000
EBITDA	$	16,312,000		$	4,942,000		$	29,646,000		$	15,401,000

Non-cash items impacting EBITDA
Core and finished goods premium amortization	$	2,707,000		$	3,064,000		$	5,364,000		$	6,108,000
Revaluation - cores on customers' shelves		1,995,000			1,269,000			2,773,000			1,841,000
Share-based compensation expenses		1,533,000			1,251,000			2,843,000			2,500,000
Foreign exchange impact of lease liabilities and forward contracts		4,760,000			1,082,000			490,000			1,760,000
Change in fair value of compound net derivative liability and loss on extinguishment of debt		558,000			-			698,000			-
Total non-cash items impacting EBITDA	$	11,553,000		$	6,666,000		$	12,168,000		$	12,209,000

Cash items impacting EBITDA
Supply chain disruptions and related costs	$	3,199,000		$	4,220,000		$	5,183,000		$	7,314,000
New product line start-up costs and transition expenses, and severance		349,000			921,000			684,000			1,539,000
Total cash items impacting EBITDA	$	3,548,000		$	5,141,000		$	5,867,000		$	8,853,000

Document and Entity Information	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2023
Entity File Number	001-33861
Entity Registrant Name	MOTORCAR PARTS OF AMERICA, INC.
Entity Central Index Key	0000918251
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	11-2153962
Entity Address, Address Line One	2929 California Street
Entity Address, City or Town	Torrance
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90503
City Area Code	310
Local Phone Number	212-7910
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MPAA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false