SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 1996.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________
TO___________.
Commission File No. 0-23538
MOTORCAR PARTS & ACCESSORIES, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 11-2153962
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2727 MARICOPA STREET, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (310) 212-7910
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [_]
There were 4,866,000 shares of Common Stock outstanding at November 7, 1996.
MOTORCAR PARTS & ACCESSORIES
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Balance Sheets as of September 30, 1996 (unaudited)
and March 31, 1996.................................... 3
Statements of Operations (unaudited) for the
six and three month periods ended
September 30, 1996 and 1995........................... 4
Statements of Cash Flows (unaudited) for the six
month periods ended September 30, 1996 and 1995....... 5
Notes to Financial Statements (unaudited)............... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations........ 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders....................................... 13
Item 6. Exhibits and Reports on Form 8-K....................... 14
Signatures............................................. 15
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
MOTORCAR PARTS & ACCESSORIES, INC.
BALANCE SHEETS
A S S E T S September 30, March 31,
1996 1996
----------- -----------
(Unaudited)
Current assets:
Cash and cash equivalents ............................................... $ 1,389,000 $ 164,000
Short-term investments .................................................. 0 8,336,000
Accounts receivable - net of allowance for doubtful accounts ............ 21,806,000 17,264,000
Inventory ............................................................... 31,299,000 28,551,000
Prepaid expenses and other current assets ............................... 665,000 637,000
Deferred income tax asset ............................................... 251,000 226,000
----------- -----------
Total current assets ............................................. 55,410,000 55,178,000
Long-term investments ...................................................... 3,353,000 2,393,000
Plant and equipment - net .................................................. 3,118,000 2,469,000
Other assets ............................................................... 164,000 149,000
----------- -----------
T O T A L ........................................................ $62,045,000 $60,189,000
=========== ===========
L I A B I L I T I E S
Current liabilities:
Current portion of capital lease obligations ............................ $ 804,000 $ 554,000
Accounts payable and accrued expenses ................................... 7,291,000 8,855,000
Income taxes payable .................................................... 1,543,000 1,331,000
Due to affiliate ........................................................ 182,000 184,000
----------- -----------
Total current liabilities ........................................ 9,820,000 10,924,000
Long-term debt ............................................................. 14,646,000 14,541,000
Capitalized lease obligations - less current portion ....................... 674,000 594,000
Deferred income tax liability .............................................. 99,000 99,000
----------- -----------
T O T A L ........................................................ 25,239,000 $26,158,000
----------- -----------
SHAREHOLDERS' EQUITY
Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none
issued
Common stock; par value $.01 per share, 20,000,000 shares authorized;
4,866,000 shares issued and outstanding at September 30, 1996 and
4,819,750 issued and outstanding at March 31, 1996 ...................... 49,000 48,000
Additional paid-in capital ................................................. 28,774,000 28,431,000
Retained earnings .......................................................... 7,983,000 5,552,000
----------- -----------
Total shareholders' equity ....................................... 36,806,000 34,031,000
----------- -----------
T O T A L ........................................................ $62,045,000 $60,189,000
=========== ===========
The accompanying notes to financial statements
are an integral part hereof.
-3-
MOTORCAR PARTS & ACCESSORIES, INC.
Statements of Operations
(Unaudited)
For the Six Months Ended For the Three Months Ended
September 30, September 30,
------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Income:
Net Sales $39,740,000 $27,329,000 $21,365,000 $15,697,000
----------- ----------- ----------- -----------
Operating expenses:
Cost of goods sold 31,830,000 21,719,000 17,117,000 12,540,000
Selling expenses 1,051,000 875,000 511,000 461,000
General and administrative expenses 2,375,000 2,002,000 1,181,000 1,079,000
----------- ----------- ----------- -----------
Total operating expenses 35,256,000 16,127,000 18,809,000 9,185,000
----------- ----------- ----------- -----------
Operating income 4,484,000 2,733,000 2,556,000 1,617,000
Interest expense - net of interest income 465,000 458,000 254,000 234,000
----------- ----------- ----------- -----------
Income before income taxes 4,019,000 2,275,000 2,302,000 1,383,000
Provision for income taxes 1,588,000 915,000 908,000 549,000
----------- ----------- ----------- -----------
Net income $ 2,431,000 $ 1,360,000 $ 1,394,000 $ 834,000
----------- ----------- ----------- -----------
Weighted average common shares
outstanding 4,993,000 3,351,000 5,002,000 3,384,000
----------- ----------- ----------- -----------
Net income per common share $ 0.49 $ 0.41 $ 0.28 $ 0.25
=========== =========== =========== ===========
The accompanying notes to financial statements
are an integral part hereof.
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MOTORCAR PARTS & ACCESSORIES, INC.
Statements of Cash Flows (Unaudited)
For the Six Months Ended
September 30,
--------------------------
1996 1995
----------- -----------
Cash flows from operating activities:
Net income $ 2,431,000 $ 1,360,000
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 282,000 185,000
(Increase) decrease:
Accounts receivable (4,542,000) (3,626,000)
Inventory (2,748,000) (3,226,000)
Prepaid expenses and other assets (28,000) (116,000)
Other assets (40,000) (10,000)
Increase (decrease) in:
Accounts payable and accrued expenses (1,564,000) 1,083,000
Income taxes payable 212,000 348,000
Due to related parties (2,000) 105,000
----------- -----------
Net cash (used in)
operating activities (5,999,000) (3,897,000)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and equipment (297,000) (172,000)
Sale of Investments 7,376,000 382,000
----------- -----------
Net cash provided by (used in)
investing activities 7,079,000 210,000
----------- -----------
Cash flows from financing activities:
Net increase in line of credit 105,000 3,803,000
Proceeds from exercised options 344,000 32,000
Payments on capital lease obligation (304,000) (98,000)
----------- -----------
Net cash provided by
financing activities 145,000 3,737,000
----------- -----------
NET INCREASE (DECREASE) IN CASH 1,225,000 50,000
Cash - beginning of period 164,000 611,000
----------- -----------
CASH - END OF PERIOD $ 1,389,000 $ 661,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 595,000 $ 483,000
Income taxes 1,401,000 518,000
Non-cash investing and financing activities:
Property acquired under capital lease 304,000 131,000
The accompanying notes to financial statements
are an integral part hereof.
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MOTORCAR PARTS & ACCESSORIES, INC.
Notes to Financial Statements (Unaudited)
(NOTE A) - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES:
Motorcar Parts & Accessories, Inc. (the "Company"), remanufactures
and distributes alternators and starters and assembles and distributes spark
plug wire sets for the automotive after-market industry (replacement parts sold
for use on vehicles after initial purchase). The Company's alternators and
starters are produced principally for use in imported cars. The spark plug wire
sets are produced for use in imported as well as domestic cars. These automotive
parts are sold to automotive retail chains and warehouse distributors throughout
the United States.
[1] CASH EQUIVALENTS:
The Company considers all highly liquid short-term investments with a
maturity of three months or less to be cash equivalents.
[2] INVESTMENTS:
The Company's marketable securities are classified as available for
sale and reported at fair value which approximates amortized cost. Any
unrealized gains or losses are classified as a separate component of
shareholders' equity.
[3] ACCOUNTS RECEIVABLE - ALLOWANCE:
The Company protects itself from losses due to uncollectible accounts
receivable through the purchase of credit insurance except for receivables due
from a limited number of accounts due from leading automotive parts retailers,
which exceed the insurance coverage and certain small balances. Beginning in
fiscal year 1996 an allowance for estimated uncollectible accounts receivable is
provided.
[4] INVENTORY:
Inventory is stated at the lower of cost or market, cost being
determined by the average cost method.
[5] REVENUE RECOGNITION:
The Company recognizes sales when products are shipped. The Company
obtains used alternator and starter units, commonly known as cores, from its
customers as trade-ins. Cores are an essential material need for remanufacturing
operations. Beginning with the quarter ended June 30, 1996, the Company
implemented a new accounting presentation with respect to its reporting of
sales. In the past, net sales were reduced to reflect deductions for cores
returned for credit and cost of goods sold was reduced by the cost of the cores
returned. Under the
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new presentation, net sales will be reported on a gross basis, that is core
returns from customers will not be deducted in order to reach net sales, but
rather will be included in cost of goods sold. The six and three months ended
September 30, 1995 was restated to show this change. Formerly, the six and three
months ended September 30, 1995 showed net sales of $18,860,000 and $10,802,000
and cost of goods sold of $13,250,000 and $7,645,000, respectively.
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MOTORCAR PARTS & ACCESSORIES, INC.
Notes to Financial Statements (Unaudited)
(NOTE B)- INVENTORY:
Inventory is comprised of the following:
September 30, March 31,
1996 1996
----------- -----------
Raw materials ......... $16,757,000 17,568,000
Work-in-process ....... 2,714,000 3,466,000
Finished goods ........ 11,828,000 7,517,000
----------- -----------
T o t a l $31,299,000 $28,551,000
=========== ===========
(NOTE C) - RELATED PARTIES:
The Company conducts business with MVR Products Co. PTE, Ltd.
("MVR"). MVR operates a shipping warehouse which conducts business with Unijoh
Sdn, Bhd ("Unijoh"). Unijoh operates a remanufacturing facility similar to the
Company. MVR's warehouse is located in Singapore and Unijoh's factory is located
in Malaysia. Two shareholders/officers/directors of the Company own 70% of both
MVR and Unijoh, with the remaining 30% owned by an unrelated third party. All of
the cores processed by Unijoh are produced for the Company on a contract
remanufacturing basis. The cores and other raw materials used in production by
Unijoh are supplied by the Company and are included in the Company's inventory.
Inventory owned by the Company and held by MVR and Unijoh was $641,000 as at
September 30, 1996. The Company incurred costs of approximately $906,000 and
$536,000 from the affiliates for the six and three months ended September 30,
1996. The amount due to affiliate as at September 30, 1996 and March 31, 1996
was due to MVR.
-8-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto appearing elsewhere herein.
Results of Operations
- ---------------------
Six Months Ended Three Months Ended
September 30, September 30,
------------------- -------------------
1996 1995 1996 1995
------ ------ ------ ------
Net sales .................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold ........... 80.1 79.5 80.1 79.9
------ ------ ------ ------
Gross profit ................. 19.9 20.5 19.9 20.1
Selling expenses ............. 2.6 3.2 2.4 2.9
General & administrative
expenses ................... 6.0 7.3 5.5 6.9
------ ------ ------ ------
Operating income ............. 11.3 10.0 12.0 10.3
Interest expense - net ....... 1.2 1.7 1.2 1.5
------ ------ ------ ------
Income before income taxes ... 10.1 8.3 10.8 8.8
Provision for income taxes ... 4.0 3.3 4.3 3.5
------ ------ ------ ------
Net Income ................... 6.1% 5.0% 6.5% 5.3%
======= ======= ======= =======
Beginning with the quarter ended June 30, 1996, the Company implemented
a new accounting presentation with respect to its reporting of sales. In the
past, the Company deducted the value of all cores returned from its customers in
order to reach net sales. Under the new presentation, revenues are reported on a
gross basis, that is core returns from customers are not deducted in order to
reach net sales, but rather are included in cost of goods sold. The six and
three month periods ended September 30, 1995 have been restated to reflect this
new presentation. The Company believes that this new presentation provides a
truer depiction of actual sales and cost of goods sold. In addition, it reflects
a more proper relationship between sales and inventory.
Net sales for the six months ended September 30, 1996 increased
$12,411,000 or 45.4%, from $27,329,000 to $39,740,000 over the six months ended
September 30, 1995. Net sales for the three months ended September 30, 1996
increased $5,668,000 or 36.1%, from $15,697,000 to $21,365,000 over the three
months ended September 30, 1995. The increase in net sales is attributable to
the general growth of business with existing customers, including the occurrence
of update orders with certain customers, which increase the number of SKUs that
these customers offer in their stores. In addition, the Company believes that
the continued aging of the import vehicle fleet also contributed to its
increased sales. The Company also continued the expansion of its product line to
include remanufactured alternators and starters for domestic car and light
trucks, sales of which generated revenues of approximately $750,000 and $350,000
for the six and three months ended September 30, 1996, respectively. The number
of units shipped to all customers was approximately
-9-
677,000 units during the recent six-month period and approximately 466,000 units
during the same period a year earlier, representing an increase of approximately
45.3%.
Cost of goods sold for the six months ended September 30, 1996
increased $10,111,000 or 46.6%, from $21,719,000 to $31,830,000 over the six
months ended September 30, 1995. Cost of goods sold for the three months ended
September 30, 1996 increased $4,577,000 or 36.5%, from $12,540,000 to
$17,117,000 over the three months ended September 30, 1995. The increases are
primarily attributable to additional costs in connection with increased
production. Cost of goods sold as a percentage of net sales increased over the
six-month periods from 79.5% to 80.1% and over the three-month periods from
79.9% to 80.1%. While the increases in cost of goods sold are minimal over the
periods, they can be primarily attributable to the pricing pressures that the
Company experienced during the first four months of calendar 1996.
Selling expenses for the six months ended September 30, 1996 increased
$176,000 or 20.1%, from $875,000 to $1,051,000 over the six months ended
September 30, 1995. Selling expenses for the three months ended September 30,
1996 increased $50,000 or 10.8%, from $461,000 to $511,000 over the three months
ended September 30, 1995. Selling expenses as a percentage of net sales
decreased to 2.6% for the six months ended September 30, 1996 from 3.2% for the
same period a year earlier and 2.4% for the three months ended September 30,
1996 from 2.9% for the same period one year earlier. These decreases in selling
expenses as a percentage of net sales represent the continued leveraging of
these costs over the Company's increased net sales. The increases in selling
expenses in general are attributable to increased advertising allowances given
to customers as well as the expansion of the Company's sales department.
General and administrative expenses for the six months ended September
30, 1996 increased $373,000 or 18.6% from $2,002,000 to $2,375,000 over the six
months ended September 30, 1995. General and administrative expenses for the
three months ended September 30, 1996 increased $102,000 or 9.5% from $1,079,000
to $1,181,000 over the three months ended September 30, 1995. As a percentage of
net sales these expenses decreased over the six-month periods from 7.3% to 6.0%
and over the three-month periods from 6.9% to 5.5%. These decreases represent
the continued leveraging of these costs over the Company's increased net sales.
Approximately 52.3% of the increase over the six month periods was the result of
costs incurred under the Company's incentive bonus plan adopted in August 1995.
The balance of the increase was primarily attributable to increased insurance
coverages and professional fees.
Interest expense net of interest income was $465,000 for the six-months
ended September 30, 1996 and $254,000 for the three months ended September 30,
1996. This represents an increase of $7,000 or 1.5% and $20,000 or 8.5%,
respectively, over the comparable periods a year earlier. Interest expense is
comprised principally of interest paid on the Company's revolving credit
facility. The balance of interest expense is from loans on the Company's capital
leases. Interest income of $132,000 for the six months ended September 30, 1996
and $38,000 for the three months ended September 30, 1996 was derived from
investments principally from the Company's second public offering in November
1995.
-10-
Liquidity and Capital Resources
- -------------------------------
The Company's operations have been financed principally from cash flow
from operations, the net proceeds of the Company's public offerings in March
1994 and November 1995 and borrowings under a revolving credit facility. As of
September 30, 1996, the Company's working capital was $45,590,000.
Net cash used in operating activities during the first six months of
fiscal 1997 and 1996 was $5,999,000 and $3,897,000, respectively. The increase
was primarily due to an increase in accounts receivable of $4,542,000, an
increase in inventory of $2,748,000 and a decrease in accounts payable and
accrued expenses of $1,564,000. The increase in accounts receivable was
primarily attributable to the increased sales of the Company during the six
months ended September 30, 1996, and the increase in inventory was partially
attributable to the addition of approximately $1,340,000 of inventory for the
Company's recent entry into the business of remanufacturing domestic alternators
and starters, which growth in inventory for this new business may be expected to
continue for the foreseeable future. In connection with the Company's expansion
into this business, the Company expects to incur other expenses over the
foreseeable future, including costs of additional production and warehousing
facilities, equipment and personnel.
Net cash from investing activities during the six months ended
September 30, 1996 and 1995 was $7,079,000 and $210,000 respectively. During the
six months ended September 30, 1996 the Company used $7,376,000 of investments
to fund its operating and financing activities.
Net cash provided by financing activities was $145,000 and $3,737,000
for the first six months of fiscal 1997 and 1996, respectively. During the six
months ended September 30, 1996 the Company realized $344,000 from the proceeds
of exercised stock options.
The Company has a credit agreement with Wells Fargo Bank, National
Association (the "Bank") that provides for a revolving credit facility in an
aggregate principal amount not exceeding $15,000,000, which credit facility is
secured by a lien on substantially all of the assets of the Company. The credit
facility provides for an interest rate on borrowings at the lower of the Bank's
prime rate and LIBOR plus 1.75%. Under the terms of the credit facility and
included in the maximum amount thereunder, the Bank will issue letters of credit
and banker's acceptances for the account of the Company in an aggregate amount
not exceeding $2,500,000. At November 11, 1996, the outstanding balance on the
credit facility was approximately $14,700,000.
The Company's accounts receivable as of September 30, 1996 was
$21,806,000. This represents an increase of $4,542,000 over accounts receivable
on March 31, 1996. In addition, there are times when the Company extends
payments terms with certain customers in order to help them finance an increase
in the number of SKUs carried by that customer and for other purposes. The
Company insures collection of certain of its accounts receivable through an
insurance policy with an independent credit company at an annual premium of
approximately $70,000. The Company's policy
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generally has been to issue credit to new customers only after they have been
included under the coverage of its accounts receivable insurance policy.
The Company's inventory as of September 30, 1996 was $31,299,000, an
increase of $1,094,000 or 3.6% over June 30, 1996 and an increase of $2,748,000
or 9.6% over March 31, 1996. The increase includes the addition of approximately
$1,340,000 of inventory over the last six months for the Company's recent entry
into the business of remanufacturing domestic alternators and starters and, to a
lesser extent, the Company's addition of new SKUs to its product line thus
increasing the quantity of cores and finished goods needed to supply its
customers.
-12-
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of the Registrant was held on
August 22, 1996 for the purpose of (i) electing five directors to serve until
the next annual meeting of shareholders and until their respective successors
are elected and qualified, (ii) approving an amendment to the Registrant's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 10,000,000 to 20,000,000 shares, (iii) approving an amendment
to the Registrant's 1994 Stock Option Plan to increase the number of shares of
Common Stock for which options may be granted from 450,000 to 720,000 shares,
and (iv) ratifying the appointment of the Registrant's independent certified
public accountant for the fiscal year ending March 31, 1997. Proxies for the
meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act
of 1934 and there was no solicitation in opposition.
The following directors were elected by the following vote:
VOTES
-----
FOR AGAINST
--- -------
Mel Marks 4,122,335 4,850
Richard Marks 4,121,835 5,350
Murray Rosenzweig 4,121,835 5,350
Mel Moskowitz 4,121,835 5,350
Selwyn Joffe 4,121,835 5,350
The proposal to amend the Certificate of Incorporation to increase
the number of authorized shares of Common Stock was approved by the following
vote:
FOR AGAINST NON VOTES/ABSTENTIONS
--- ------- ---------------------
4,075,795 32,510 6,880
The proposal to amend the 1994 Stock Option Plan to increase the
number of shares of Common Stock for which options may be granted was approved
by the following vote:
FOR AGAINST NON VOTES/ABSTENTIONS
--- ------- ---------------------
3,166,730 272,597 12,044
The proposal to ratify the appointment of the independent certified
public accountant for the fiscal year ending March 31, 1997 was approved by the
following vote:
FOR AGAINST NON VOTES/ABSTENTIONS
--- ------- ---------------------
4,113,545 5,150 8,490
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K during the
quarterly period ended September 30, 1996.
-14-
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, thereunto duly authorized.
MOTORCAR PARTS & ACCESSORIES, INC.
Dated: November 12, 1996 By: /S/ PETER BROMBERG
-----------------------------
Peter Bromberg
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
27.1 Financial Data Schedule