Motorcar Parts of America (MPAA) 8-K Motorcar Parts of America Reports Fiscal 2013 Second Quarter

Exhibit 99.1

        NEWS RELEASE

CONTACT:	Gary S. Maier
	Maier & Company, Inc.
	(310) 471-1288

MOTORCAR PARTS OF AMERICA REPORTS FISCAL 2013 SECOND QUARTER

--Acquisition Transition on Track; Record Sales and Profits for Rotating Electrical Segment --

LOS ANGELES, CA – December 18, 2012 – Motorcar Parts of America, Inc.

(Nasdaq: MPAA) today reported results for its fiscal 2013 second quarter ended September 30, 2012 – reflecting record results for its rotating electrical business and continued progress in the undercar product line transition, which is expected to be completed by May 2013.

Net sales for the fiscal 2013 second quarter increased to $111.6 million from $107.6 million for the same period last year.  As anticipated, due to the operating losses of the company’s undercar product line segment as the transition and turnaround continues, the company reported a consolidated net loss for the fiscal 2013 second quarter of $8.9 million, or $0.62 per share, compared with a consolidated net loss of $5.4 million, or $0.44 per share, for the comparable period a year earlier.  Excluding certain undercar-related transition and non-cash expenses noted in the Reconciliation of Non-GAAP Financial Measures tables below, results for the fiscal 2013 second quarter on a consolidated basis would have been a net income of $358,000, or $0.02 per share.

For the fiscal 2013 second quarter, net income for the rotating electrical segment more than doubled to $6.5 million from $3.0 million for the prior year second quarter.  Operating income for the rotating electrical segment increased to $13.5 million for the fiscal 2013 second quarter compared with $5.5 million a year ago.  On a non-GAAP adjusted basis, EBITDA for the company’s rotating electrical segment was $14.0 million compared with $8.8 million for the same period a year earlier.

Consolidated gross profit for the fiscal 2013 second quarter was $16.7 million compared with $15.0 million for the same period a year ago.  Gross profit as a percentage of net sales for the fiscal 2013 second quarter was 15.0 percent compared with 13.9 percent in the same quarter a year ago.

Net sales for the fiscal 2013 six-month period increased 12.6 percent to $200.7 million from $178.1 million for the same period last year.  As anticipated, due to the operating losses of the company’s undercar product line segment as the transition and turnaround continues, the company reported a consolidated net loss for the fiscal 2013 six-month period of $18.8 million, or $1.32 per share, compared with a consolidated net loss of $13.7 million, or $1.11 per share, for the comparable period a year earlier.  Excluding certain undercar-related transition and non-cash expenses noted in the Reconciliation of Non-GAAP Financial Measures tables below, results for the fiscal 2013 six-month period on a consolidated basis would have been a net loss of $3.8 million, or $0.27 per share.

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 For the fiscal 2013 six-month period, net income for the rotating electrical segment was $8.9 million compared to $5.3 million for the prior year period.  Operating income for the rotating electrical segment almost doubled to $20.2 million for the fiscal 2013 six-month period compared with $10.3 million a year ago.  On a non-GAAP adjusted basis, EBITDA for the company’s rotating electrical segment was $21.8 million compared with $15.4 million for the same period a year earlier.

Consolidated gross profit for the fiscal 2013 six months was $28.8 million compared with $22.0 million for the same period a year ago. Gross profit as a percentage of net sales for the same period was 14.4 percent compared with 12.4 percent in the same quarter a year ago.

“Results for the quarter and six months reflect continued progress in our transition of the company’s undercar segment, highlighted by exiting the third-party operated distribution center, significant cost reductions and the successful integration of accounting to the ERP system located at corporate headquarters in Torrance, California to enhance timely financial reporting moving forward,” said Selwyn Joffe, chairman, president and chief executive officer of Motorcar Parts.

“Customer service and product quality remain the cornerstone of our organization, and we are gratified by the extraordinary commitment and contributions of our employees,” Joffe emphasized.

Use of EBITDA

EBITDA does not reflect the impact of a number of items that affect the company’s net income, including financing and acquisition-related costs.  EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net income or income from operations as a measure of performance, nor as alternative to net cash from operating activities as a measure of liquidity.  EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the company’s results as reported under GAAP.  For a reconciliation of net income (loss) attributable to common shareholders to EBITDA, see the financial tables included in this press release.

Teleconference and Web Cast

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 Web broadcast at www.motorcarparts.com or live by calling (877)-776-4016 (domestic) or (973)-638-3231 (international).  For those who are not available to listen to the live broadcast, the call will be archived for seven days 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 today through 8:59 p.m. Pacific time on Tuesday, December 25, 2012 by calling (855)-859-2056 (domestic) or (404)-537-3406 (international) and using access code: 78053906.

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About Motorcar Parts of America

Motorcar Parts of America, Inc. is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. The company also offers a broad line of under-the-car products – including brake, steering and clutch components.  Motorcar Parts of America’s products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico and Malaysia, and administrative offices located in California, Tennessee, Mexico, Canada, Singapore and Malaysia.  Additional information is available at www.motorcarparts.com.

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 September 2012 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)

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Net sales	$	111,632,000		$	107,616,000		$	200,655,000		$	178,126,000
Cost of goods sold		94,911,000			92,637,000			171,820,000			156,114,000
Gross profit		16,721,000			14,979,000			28,835,000			22,012,000
Operating expenses:
General and administrative		11,193,000			11,309,000			22,757,000			19,618,000
Sales and marketing		3,904,000			3,197,000			7,443,000			5,650,000
Research and development		461,000			401,000			897,000			817,000
Acquisition costs		-			309,000			-			713,000
Total operating expenses		15,558,000			15,216,000			31,097,000			26,798,000
Operating income (loss)		1,163,000			(237,000	)		(2,262,000	)		(4,786,000	)
Interest expense, net		6,162,000			3,389,000			11,246,000			5,303,000
Loss before income tax expense		(4,999,000	)		(3,626,000	)		(13,508,000	)		(10,089,000	)
Income tax expense		3,934,000			1,813,000			5,287,000			3,655,000
Net loss	$	(8,933,000	)	$	(5,439,000	)	$	(18,795,000	)	$	(13,744,000	)
Basic net loss per share	$	(0.62	)	$	(0.44	)	$	(1.32	)	$	(1.11	)
Diluted net loss per share	$	(0.62	)	$	(0.44	)	$	(1.32	)	$	(1.11	)
Weighted average number of shares outstanding:
Basic		14,456,921			12,451,600			14,192,235			12,367,030
Diluted		14,456,921			12,451,600			14,192,235			12,367,030

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

	September 30, 2012			March 31, 2012
ASSETS	(Unaudited)
Current assets:
Cash	$	32,328,000		$	32,617,000
Short-term investments		368,000			342,000
Accounts receivable — net		21,829,000			20,036,000
Inventory— net		82,731,000			95,071,000
Inventory unreturned		9,318,000			9,819,000
Deferred income taxes		3,638,000			3,793,000
Prepaid expenses and other current assets		5,596,000			6,553,000
Total current assets		155,808,000			168,231,000
Plant and equipment — net		12,892,000			12,738,000
Long-term core inventory — net		192,902,000			194,406,000
Long-term core inventory deposit		27,226,000			26,939,000
Long-term deferred income taxes		2,147,000			1,857,000
Goodwill		68,356,000			68,356,000
Intangible assets — net		21,399,000			22,484,000
Other assets		8,217,000			6,887,000
TOTAL ASSETS	$	488,947,000		$	501,898,000
LIABILITIES AND SHAREHOLDERS'  EQUITY
Current liabilities:
Accounts payable	$	116,830,000		$	126,100,000
Accrued liabilities		23,749,000			19,379,000
Customer finished goods returns accrual		22,647,000			21,695,000
Other current liabilities		4,831,000			2,331,000
Current portion of term loan		1,700,000			500,000
Current portion of capital lease obligations		306,000			414,000
Total current liabilities		170,063,000			170,419,000
Term loan, less current portion		92,746,000			84,500,000
Revolving loan		42,089,000			48,884,000
Deferred core revenue		10,226,000			9,775,000
Customer core returns accrual		102,445,000			113,702,000
Other liabilities		2,779,000			751,000
Capital lease obligations, less current portion		124,000			248,000
Total liabilities		420,472,000			428,279,000
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, 20,000,000 shares authorized; 14,471,321 and 12,533,821 shares issued; 14,456,921 and 12,519,421 outstanding at September 30, 2012 and March 31, 2012, respectively		145,000			125,000
Treasury stock, at cost, 14,400 shares of common stock at September 30, 2012 and March 31, 2012, respectively		(89,000	)		(89,000	)
Additional paid-in capital		114,489,000			98,627,000
Additional paid-in capital-warrant		-			1,879,000
Accumulated other comprehensive loss		(1,236,000	)		(884,000	)
Accumulated deficit		(44,834,000	)		(26,039,000	)
Total shareholders' equity		68,475,000			73,619,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	488,947,000		$	501,898,000

Reconciliation of 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 non-GAAP adjusted financial measures in this press release or in the webcast to discuss the Company's financial results for the second quarter of fiscal year 2013. Each of these non-GAAP adjusted financial measures is adjusted from results based on GAAP to exclude certain expenses and gains.  Among other things, the Company uses such non-GAAP adjusted financial measures in addition to and in conjunction with corresponding GAAP measures to help analyze the performance of its business. 

These non-GAAP adjusted financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company's results of operations and the factors and trends affecting the Company's business. However, these non-GAAP adjusted financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Beginning with the first quarter of fiscal year 2012, the Company has begun providing segment information.  The two segments are defined as rotating electrical and acquired Fenco products now referred to as the undercar segment. Currently all corporate expenses are included under the rotating electrical segment.  Income statement information relating to the Company’s reportable segments for the three months and six months ended September 30, 2012 is as follows:

Reconciliation of Non-GAAP Financial Measures Exhibit 1

	Three months ended September 30, 2012 (Unaudited)
																	Adjusted
	Rotating			Undercar						As Reported			Adjustment				Consolidated
Income statement	Electrical			Product Line			(1)	Eliminations		Consolidated			(Non-GAAP)			(3)	(Non-GAAP)
Net sales	$	57,652,000		$	53,980,000			$	-	$	111,632,000		$	1,317,000		(4)	$	112,949,000
Cost of goods sold		37,556,000			57,355,000				-		94,911,000			(2,754,000	)	(5)		92,157,000
Gross profit (loss)		20,096,000			(3,375,000	)			-		16,721,000			4,071,000				20,792,000
Gross margin		34.9	%		-6.3	%	(2)				15.0	%						18.4	%
Operating expenses:
General and administrative		4,392,000			6,801,000				-		11,193,000			(3,247,000	)	(6)		7,946,000
Sales and marketing		1,724,000			2,180,000				-		3,904,000			(747,000	)	(7)		3,157,000
Research and development		461,000			-				-		461,000							461,000
Total operating expenses		6,577,000			8,981,000				-		15,558,000			(3,994,000	)			11,564,000
Operating income (loss)		13,519,000			(12,356,000	)			-		1,163,000			8,065,000				9,228,000
Interest expense		3,093,000			3,069,000				-		6,162,000			-		(8)		6,162,000		(B)
Income (loss) before income tax expense		10,426,000			(15,425,000	)			-		(4,999,000	)		8,065,000				3,066,000
Income tax expense		3,923,000			11,000				-		3,934,000			(431,000	)	(9)		3,503,000		(B)
Net income (loss)	$	6,503,000		$	(15,436,000	)		$	-	$	(8,933,000	)	$	8,496,000			$	(437,000	)	(A)
Undercar product lines not supported														795,000		(10)		795,000
Net income (loss) - Adjusted													$	9,291,000			$	358,000
Diluted net income (loss) per share										$	(0.62	)	$	0.59			$	(0.03	)
Undercar product lines not supported													$	0.05		(10)	$	0.05
Diluted net income (loss) per share - Adjusted													$	0.64			$	0.02
Weighted average number of shares outstanding:
Diluted											14,456,921			14,456,921				14,456,921
Depreciation and amortization																		1,342,000		(B)
Adjusted EBITDA - Sum of (A) and (B)																	$	10,570,000
Undercar product lines not supported																		795,000
Adjusted EBITDA total																	$	11,365,000

(1) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance, unusual freight expenses, acquisition-related general and administrative expenses including financing and other professional fees, intersegment interest expense and product lines not supported has an EPS impact of $0.71 for the Undercar product line segment.

(2) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance and unusual freight expenses has a gross profit margin impact of 7.6% for the Undercar product line segment.  Adjusted further for the impact on gross margins from the loss from Undercar product lines not supported of 1.5%, total gross margin would have been 2.8% for the Undercar product line segment.

(3) See following Exhibits for detailed segment analysis of results of operations.

	Rotating			Undercar		Total
	Electrical			Product Line
(4) Contractual customer penalties/unique customer allowances					1,317,000		1,317,000
(5) Third-Party warehouse exit termination fees					1,402,000		1,402,000
Severance					1,272,000		1,272,000
Unusual freight expenses					80,000		80,000
Total					2,754,000		2,754,000
(6) Financing, severance, professional and other fees		300,000			3,445,000		3,745,000
Mark-to-market (gain)/loss		(498,000	)				(498,000	)
Total		(198,000	)		3,445,000		3,247,000
(7) Severance					747,000		747,000

(8) Intersegment interest income for the rotating electrical segment and intersegment interest expense for the Undercar product line segment is $1,273,000.

(9) Tax effected for Rotating Electrical at 39% tax rate and Undercar product line at 0% tax rate after further adjusting for intercompany interest income and expense.

(10) Certain Undercar product lines not supported resulted in a loss for the period from July 1, 2012 to September 30, 2012 of $795,000 - ($0.05) per share.

Reconciliation of Non-GAAP Financial Measures Exhibit 2

	Six months ended September 30, 2012 (Unaudited)
																	Adjusted
	Rotating			Undercar						As Reported			Adjustment				Consolidated
Income statement	Electrical			Product Line			(1)	Eliminations		Consolidated			(Non-GAAP)			(3)	(Non-GAAP)
Net sales	$	104,451,000		$	96,204,000			$	-	$	200,655,000		$	3,382,000		(4)	$	204,037,000
Cost of goods sold		69,536,000			102,284,000				-		171,820,000			(2,799,000	)	(5)		169,021,000
Gross profit (loss)		34,915,000			(6,080,000	)			-		28,835,000			6,181,000				35,016,000
Gross margin		33.4	%		-6.3	%	(2)				14.4	%						17.2	%
Operating expenses:
General and administrative		10,306,000			12,451,000				-		22,757,000			(5,972,000	)	(6)		16,785,000
Sales and marketing		3,496,000			3,947,000				-		7,443,000			(747,000	)	(7)		6,696,000
Research and development		897,000			-				-		897,000			-				897,000
Total operating expenses		14,699,000			16,398,000				-		31,097,000			(6,719,000	)			24,378,000
Operating income (loss)		20,216,000			(22,478,000	)			-		(2,262,000	)		12,900,000				10,638,000
Interest expense		5,989,000			5,257,000				-		11,246,000			-		(8)		11,246,000		(B)
Income (loss) before income tax expense		14,227,000			(27,735,000	)			-		(13,508,000	)		12,900,000				(608,000	)
Income tax expense		5,357,000			(70,000	)			-		5,287,000			(599,000	)	(9)		4,688,000		(B)
Net income (loss)	$	8,870,000		$	(27,665,000	)		$	-	$	(18,795,000	)	$	13,499,000			$	(5,296,000	)	(A)
Undercar product lines not supported														1,506,000		(10)		1,506,000
Net income (loss) - Adjusted													$	15,005,000			$	(3,790,000	)
Diluted net income (loss) per share										$	(1.32	)	$	0.95			$	(0.37	)
Undercar product lines not supported													$	0.11		(10)	$	0.11
Diluted net income (loss) per share - Adjusted													$	1.06			$	(0.27	)
Weighted average number of shares outstanding:
Diluted											14,192,235			14,192,235				14,192,235
Depreciation and amortization																		2,728,000		(B)
Adjusted EBITDA - Sum of (A) and (B)																	$	13,366,000
Undercar product lines not supported																		1,506,000
Adjusted EBITDA total																	$	14,872,000

(1) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance, unusual freight expenses, acquisition-related general and administrative expenses including financing and other professional fees, intersegment interest expense and product lines not supported has an EPS impact of $1.16 for the Undercar product line segment.

(2) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance and unusual freight expenses has a gross profit margin impact of 6.4% for the Undercar product line segment. Adjusted further for the impact on gross margins from the loss from Undercar product lines not supported of 1.5%, total gross margin would have been 1.6% for the Undercar product line segment.

(3) See following Exhibits for detailed segment analysis of results of operations.

	Rotating			Undercar
	Electrical			Product Line		Total
(4) Contractual customer penalties/unique customer allowances		-			3,382,000		3,382,000
(5) Third-party warehouse exit termination fees		-			1,402,000		1,402,000
Severance		-			1,272,000		1,272,000
Unusual freight expenses		-			125,000		125,000
Total		-			2,799,000		2,799,000
(6) Financing, severance, professional and other fees		539,000			5,831,000		6,370,000
Mark-to-market (gain)/loss		(398,000	)		-		(398,000	)
Total		141,000			5,831,000		5,972,000
(7) Severance		-			747,000		747,000

(8) Intersegment interest income for the rotating electrical segment and intersegment interest expense for the Undercar product line segment is $2,168,000.

(9) Tax effected for Rotating Electrical at 39% tax rate and Undercar product line at 0% tax rate after further adjusting for intercompany interest income and expense.

(10) Certain Undercar product lines not supported resulted in a loss for the period from April 1, 2012 to September 30, 2012 of $1,506,000 - ($0.11) per share.

Reconciliation of Non-GAAP Financial Measures Exhibit 3

	Three months ended September 30, 2012 (Unaudited)
								Adjusted
	As Reported							Undercar
	Undercar			Adjustment				Product Line
Income statement	Product Line			(Non-GAAP)			(1)	(Non-GAAP)
Net sales	$	53,980,000		$	1,317,000		(3)	$	55,297,000
Cost of goods sold		57,355,000			(2,754,000	)	(4)		54,601,000
Gross profit (loss)		(3,375,000	)		4,071,000				696,000
Gross margin		-6.3	%						1.3	%	(2)
Operating expenses:
General and administrative		6,801,000			(3,445,000	)	(5)		3,356,000
Sales and marketing		2,180,000			(747,000	)	(6)		1,433,000
Total operating expenses		8,981,000			(4,192,000	)			4,789,000
Operating income (loss)		(12,356,000	)		8,263,000				(4,093,000	)
Interest expense		3,069,000			(1,273,000	)	(7)		1,796,000		(B)
Income (loss) before income tax expense		(15,425,000	)		9,536,000				(5,889,000	)
Income tax expense		11,000			-		(8)		11,000		(B)
Net income (loss)	$	(15,436,000	)	$	9,536,000			$	(5,900,000	)	(A)
Undercar product lines not supported									795,000		(9)
Net income (loss) - Adjusted								$	(5,105,000	)
Diluted net income (loss) per share								$	(0.41	)
Undercar product lines not supported								$	0.05		(9)
Diluted net income (loss) per share - Adjusted								$	(0.35	)
Weighted average number of shares outstanding:
Diluted									14,456,921
Depreciation and amortization									638,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	(3,455,000	)
Undercar product lines not supported									795,000
Adjusted EBITDA total								$	(2,660,000	)

(1) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance, unusual freight expenses, acquisition-related general and administrative expenses including financing and other professional fees, intersegment interest expense and product lines not supported has an EPS impact of $0.71 for the Undercar product line segment.

(2) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance and unusual freight expenses has a gross profit margin impact of 7.6% for the Undercar product line segment. Adjusted further for the impact on gross margins from the loss from Undercar product lines not supported of 1.5%, total gross margin would have been 2.8% for the Undercar product line segment.

(3) Contractual customer penalties/unique customer allowances	1,317,000
(4) Third-party warehouse exit termination fees	1,402,000
Severance	1,272,000
Unusual freight expenses	80,000
Total	2,754,000
(5) Financing, severance, professional and other fees	3,445,000
(6) Severance	747,000

(7) Intersegment interest expense for the Undercar product line segment is $1,273,000.

(8) Tax effected for Undercar product line at 0% tax rate.

(9) Certain Undercar product lines not supported resulted in a loss for the period from July 1, 2012 to September 30, 2012 of $795,000 - ($0.05) per share.

Reconciliation of Non-GAAP Financial Measures Exhibit 4

	Three months ended September 30, 2012 (Unaudited)
								Adjusted
	As Reported							Undercar
	Undercar			Adjustment				Product Line
Income statement	Product Line			(Non-GAAP)			(1)	(Non-GAAP)
Net sales	$	96,204,000		$	3,382,000		(3)	$	99,586,000
Cost of goods sold		102,284,000			(2,799,000	)	(4)		99,485,000
Gross profit (loss)		(6,080,000	)		6,181,000				101,000
Gross margin		-6.3	%						0.1	%	(2)
Operating expenses:
General and administrative		12,451,000			(5,831,000	)	(5)		6,620,000
Sales and marketing		3,947,000			(747,000	)	(6)		3,200,000
Total operating expenses		16,398,000			(6,578,000	)			9,820,000
Operating income (loss)		(22,478,000	)		12,579,000				(9,719,000	)
Interest expense		5,257,000			(2,168,000	)	(7)		3,089,000		(B)
Income (loss) before income tax expense		(27,735,000	)		14,927,000				(12,808,000	)
Income tax expense		(70,000	)		-		(8)		(70,000	)	(B)
Net income (loss)	$	(27,665,000	)	$	14,927,000			$	(12,738,000	)	(A)
Undercar product lines not supported									1,506,000		(9)
Net income (loss) - Adjusted								$	(11,232,000	)
Diluted net income (loss) per share								$	(0.90	)
Undercar product lines not supported								$	0.11		(9)
Diluted net income (loss) per share - Adjusted								$	(0.79	)
Weighted average number of shares outstanding:
Diluted									14,192,235
Depreciation and amortization									1,289,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	(8,430,000	)
Undercar product lines not supported									1,506,000
Adjusted EBITDA total								$	(6,924,000	)

(1) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance, unusual freight expenses, acquisition-related general and administrative expenses including financing and other professional fees, intersegment interest expense and product lines not supported has an EPS impact of $0.71 for the Undercar product line segment.

(2) The total of contractual customer penalties/unique customer allowances, third-party warehouse exit termination fees, severance and unusual freight expenses has a gross profit margin impact of 7.6% for the Undercar product line segment. Adjusted further for the impact on gross margins from the loss from Undercar product lines not supported of 1.5%, total gross margin would have been 2.8% for the Undercar product line segment.

(3) Contractual customer penalties/unique customer allowances	3,382,000
(4) Third-party warehouse exit termination fees	1,402,000
Severance	1,272,000
Unusual freight expenses	125,000
Total	2,799,000
(5) Financing, severance, professional and other fees	5,813,000
(6) Severance	747,000

(7) Intersegment interest expense for the Undercar product line segment is $2,168,000.

(8) Tax effected for Undercar product line at 0% tax rate.

(9) Certain Undercar product lines not supported resulted in a loss for the period from April 1, 2012 to September 30, 2012 of $1,506,000 - ($0.11) per share.

Reconciliation of Non-GAAP Financial Measures Exhibit 5

	Three months ended September 30, 2011 (Unaudited)
								Adjusted
	As Reported							Rotating
	Rotating			Adjustment				Electrical
Income statement	Electrical			(Non-GAAP)				(Non-GAAP)
Net sales	$	57,652,000		$	-			$	57,652,000
Cost of goods sold		37,556,000			-				37,556,000
Gross profit		20,096,000			-				20,096,000
Gross margin		34.9	%						34.9	%
Operating expenses:
General and administrative		4,392,000			198,000		(1)		4,590,000
Sales and marketing		1,724,000			-				1,724,000
Research and development		461,000			-				461,000
Total operating expenses		6,577,000			198,000				6,775,000
Operating income		13,519,000			(198,000	)			13,321,000
Interest expense		3,093,000			1,273,000		(2)		4,366,000		(B)
Income before income tax expense		10,426,000			(1,471,000	)			8,955,000
Income tax expense		3,923,000			(431,000	)	(3)		3,492,000		(B)
Net income	$	6,503,000		$	(1,040,000	)		$	5,463,000		(A)
Diluted net income per share								$	0.39
Weighted average number of shares outstanding:
Diluted									14,139,628		(4)
Depreciation and amortization									704,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	14,025,000

(1) Financing and other fees	300,000
Mark-to-market (gain)/loss	(498,000	)
Total	(198,000	)

(2) Intersegment interest expense for the Undercar product line segment is $1,273,000.

(3) Tax effected for Rotating Electrical at 39% tax rate.

(4) Excludes the impact of 360,000 shares in connection with the consideration for the May 6, 2011 Fenco acquisition.

Reconciliation of Non-GAAP Financial Measures Exhibit 6

	Six months ended September 30, 2012 (Unaudited)
								Adjusted
	As Reported							Rotating
	Rotating			Adjustment				Electrical
Income statement	Electrical			(Non-GAAP)				(Non-GAAP)
Net sales	$	104,451,000		$	-			$	104,451,000
Cost of goods sold		69,536,000			-				69,536,000
Gross profit		34,915,000			-				34,915,000
Gross margin		33.4	%						33.4	%
Operating expenses:
General and administrative		10,306,000			(141,000	)	(1)		10,165,000
Sales and marketing		3,496,000			-				3,496,000
Research and development		897,000			-				897,000
Total operating expenses		14,699,000			(141,000	)			14,558,000
Operating income		20,216,000			141,000				20,357,000
Interest expense		5,989,000			2,168,000		(2)		8,157,000		(B)
Income before income tax expense		14,227,000			(2,027,000	)			12,200,000
Income tax expense		5,357,000			(599,000	)	(3)		4,758,000		(B)
Net income	$	8,870,000		$	(1,428,000	)		$	7,442,000		(A)
Diluted net income per share								$	0.54
Weighted average number of shares outstanding:
Diluted									13,888,715		(4)
Depreciation and amortization									1,439,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	21,796,000

(1) Financing and other fees	539,000
Mark-to-market (gain)/loss	(398,000	)
Total	141,000

(2) Intersegment interest expense for the Undercar product line segment is $2,168,000.

(3) Tax effected for Rotating Electrical at 39% tax rate.

(4) Excludes the impact of 360,000 shares in connection with the consideration for the May 6, 2011 Fenco acquisition.

Reconciliation of Non-GAAP Financial Measures Exhibit 7

	Three months ended September 30, 2011 (Unaudited)
								Adjusted
	As Reported							Rotating
	Rotating			Adjustment				Electrical
Income statement	Electrical			(Non-GAAP)				(Non-GAAP)
Net sales	$	46,573,000		$	(836,000	)	(1)	$	45,737,000
Cost of goods sold		31,482,000			-				31,482,000
Gross profit		15,091,000			(836,000	)			14,255,000
Gross margin		32.4	%						31.2	%
Operating expenses:
General and administrative		7,004,000			(2,911,000	)	(2)		4,093,000
Sales and marketing		1,897,000			(96,000	)	(3)		1,801,000
Research and development		401,000			-				401,000
Acquisition costs		309,000			(309,000	)	(4)		-
Total operating expenses		9,611,000			(3,316,000	)			6,295,000
Operating income		5,480,000			2,480,000				7,960,000
Interest expense		734,000			676,000		(5)		1,410,000		(B)
Income before income tax expense		4,746,000			1,804,000				6,550,000
Income tax expense		1,720,000			835,000		(6)		2,555,000		(B)
Net income	$	3,026,000		$	969,000			$	3,995,000		(A)
Diluted net income per share								$	0.32
Weighted average number of shares outstanding:
Diluted									12,452,770		(7)
Depreciation and amortization									889,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	8,849,000

(1) Intersegment revenue, net of cost of goods sold	836,000
(2) Fenco, financing, professional and other fees	1,112,000
Mark-to-market (gain)/loss	1,799,000
Total	2,911,000
(3) Fenco related sales and marketing expenses	96,000
(4) Fenco related acquisition costs	309,000

(5) Intersegment interest expense for the Undercar product line segment is $676,000.

(6) Tax effected for Rotating Electrical at 39% tax rate.

(7) Excludes the impact of 360,000 shares in connection with the consideration for the May 6, 2011 Fenco acquisition.

Reconciliation of Non-GAAP Financial Measures Exhibit 8

	Six months ended September 30, 2011 (Unaudited)
								Adjusted
	As Reported							Rotating
	Rotating			Adjustment				Electrical
Income statement	Electrical			(Non-GAAP)				(Non-GAAP)
Net sales	$	86,365,000		$	(1,612,000	)	(1)	$	84,753,000
Cost of goods sold		58,518,000			-				58,518,000
Gross profit		27,847,000			(1,612,000	)			26,235,000
Gross margin		32.2	%						31.0	%
Operating expenses:
General and administrative		12,314,000			(4,087,000	)	(2)		8,227,000
Sales and marketing		3,731,000			(126,000	)	(3)		3,605,000
Research and development		817,000			-				817,000
Acquisition costs		713,000			(713,000	)	(4)		-
Total operating expenses		17,575,000			(4,926,000	)			12,649,000
Operating income		10,272,000			3,314,000				13,586,000
Interest expense		1,505,000			945,000		(5)		2,450,000		(B)
Income before income tax expense		8,767,000			2,369,000				11,136,000
Income tax expense		3,515,000			829,000		(6)		4,343,000		(B)
Net income	$	5,252,000		$	1,540,000			$	6,793,000		(A)
Diluted net income per share								$	0.54
Weighted average number of shares outstanding:
Diluted									12,573,725		(7)
Depreciation and amortization									1,777,000		(B)
Adjusted EBITDA - Sum of (A) and (B)								$	15,363,000

(1) Intersegment revenue, net of cost of goods sold	1,612,000
(2) Fenco, financing, professional and other fees	2,200,000
Mark-to-market (gain)/loss	1,887,000
Total	4,087,000
(3) Fenco related sales and marketing expenses	126,000
(4) Fenco related acquisition costs	713,000

(5) Intersegment interest expense for the Undercar product line segment is $945,000.

(6) Tax effected for Rotating Electrical at 39% tax rate.

(7) Excludes the impact of 289,180 shares in connection with the consideration for the May 6, 2011 Fenco acquisition.