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, 1997.
[ ] 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 5,112,555 shares of Common Stock outstanding at October 29, 1997.
MOTORCAR PARTS & ACCESSORIES
INDEX
PART I - FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Balance Sheets as of September 30, 1997 (unaudited)
and March 31, 1997 .................................... 3
Statements of Operations (unaudited) for the six
and three month periods ended September 30, 1997
and 1996 .............................................. 4
Statements of cash flows (unaudited) for the six month
periods ended September 30, 1997 and 1996 ............. 5
Notes to Financial Statements (unaudited) .................... 7
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,
1997 1997
------------- --------
(Unaudited)
Current assets:
Cash and cash equivalents ................................................... $ 2,408,000 $ 3,539,000
Accounts receivable - net of allowance for doubtful accounts ................ 19,748,000 22,328,000
Inventory ................................................................... 58,296,000 41,862,000
Prepaid expenses and other current assets ................................... 1,014,000 593,000
Deferred income tax asset ................................................... 142,000 142,000
------------ ------------
Total current assets ................................................. 81,608,000 68,464,000
Long-term investments .......................................................... 617,000 1,874,000
Plant and equipment - net ...................................................... 5,576,000 4,291,000
Other assets ................................................................... 801,000 881,000
------------ ------------
T O T A L ............................................................ $ 88,602,000 $ 75,510,000
============ ============
L I A B I L I T I E S
Current liabilities:
Current portion of capital lease obligations ................................ $ 528,000 $ 743,000
Accounts payable and accrued expenses ....................................... 12,813,000 13,777,000
Income taxes payable ........................................................ 1,799,000 2,005,000
Current portion of credit line .............................................. 2,663,000
Due to affiliate ............................................................ 139,000
------------ ------------
Total current liabilities ............................................ 17,803,000 16,664,000
Long-term debt ................................................................. 25,000,000 17,496,000
Other liabilities .............................................................. 804,000 570,000
Capitalized lease obligations - less current portion ........................... 150,000 343,000
Deferred income tax liability .................................................. 329,000 329,000
------------ ------------
T O T A L ............................................................ $44,086,00 $35,402,000
------------ ------------
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;
5,104,055 shares issued and outstanding at September 30, 1997 and
4,867,500 issued and outstanding at March 31, 1997 ........................ 51,000 49,000
Additional paid-in capital ..................................................... 30,934,000 28,973,000
Unearned portion of compensatory stock options ................................. (119,000)
Retained earnings .............................................................. 13,650,000 11,086,000
------------ ------------
Total shareholders' equity ........................................... 44,516,000 40,108,000
------------ ------------
T O T A L ............................................................ $ 88,602,000 $ 75,510,000
============ ============
The accompanying notes to financial
statements are an integral part hereof.
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MOTORCAR PARTS & ACCESSORIES, INC.
Statements of Operations
(Unaudited)
Six Months Ended Three Months Ended
September 30, September 30,
------------------------------- ------------------------------
1997 1996 1997 1996
------ ------ ------ -----
Income:
Net sales ........................................ $50,455,000 $39,740,000 $28,671,000 $21,365,000
----------- ----------- ----------- ----------
Operating expenses:
Cost of goods sold ............................... 40,464,000 31,830,000 22,960,000 17,117,000
Research and development ......................... 267,000 122,000
Selling expenses ................................. 1,177,000 1,051,000 556,000 511,000
General and administrative expenses .............. 2,720,000 2,375,000 1,505,000 1,181,000
----------- ----------- ----------- ----------
Total operating expenses .................. 44,628,000 35,256,000 25,143,000 18,809,000
----------- ----------- ----------- ----------
Operating income .................................... 5,827,000 4,484,000 3,528,000 2,556,000
Interest expense (net of interest income) ........... 892,000 465,000 496,000 254,000
----------- ----------- ----------- ----------
Income before income taxes .......................... 4,935,000 4,019,000 3,032,000 2,302,000
Provision for income taxes .......................... 1,924,000 1,588,000 1,192,000 908,000
----------- ----------- ----------- ----------
Net income - historical ............................. $ 3,011,000 $ 2,431,000 $ 1,840,000 $1,394,000
=========== =========== =========== ==========
Weighted average common shares
outstanding ...................................... 5,224,000 4,993,000 5,305,000 4,993,000
=========== =========== =========== ==========
Net income per common share ......................... $ 0.58 $ 0.49 $ 0.35 $ 0.28
=========== =========== =========== ==========
The accompanying notes to financial
statements are an integral part hereof.
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MOTORCAR PARTS & ACCESSORIES, INC.
Statements of Cash Flows (Unaudited)
Six Months Ended September 30,
-----------------------------------------
1997 1996
------------ -------------
Cash flows from operating activities:
Net income .............................................................. $ 3,011,000 $ 2,431,000
Adjustments to reconcile net income to net cash
(used in) operating activities:
Compensatory stock options issued ..................................... 95,000
Depreciation and amortization ....................................... 511,000 282,000
(Increase) decrease in:
Accounts receivable ............................................... 2,580,000 (4,542,000)
Inventory ......................................................... (16,408,000) (2,748,000)
Prepaid expenses and other assets ................................. (337,000) (28,000)
Other assets ...................................................... 80,000 (40,000)
Increase (decrease) in:
Accounts payable and accrued expenses ............................. (1,266,000) (1,564,000)
Income taxes payable .............................................. 119,000 212,000
Other liabilities ................................................. 223,000
Due to affiliate .................................................. (2,000)
------------ ------------
Net cash (used in) operating activities ....................... (11,392,000) (5,999,000)
------------ ------------
Cash flows from investing activities:
Purchase of property, plant and equipment ............................... (1,623,000) (297,000)
Sale of investments ..................................................... 1,257,000 7,376,000
------------ ------------
Net cash provided by (used in)
investing activities ..................................... (366,000) 7,079,000
------------ ------------
Cash flows from financing activities:
Net increase (decrease) in line of credit ............................... 10,167,000 105,000
Payments on capital lease obligation .................................... (408,000) (304,000)
Proceeds from exercise of warrants and options .......................... 744,000 344,000
------------ ------------
(continued on next page)
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Six Months Ended September 30,
-----------------------------------------
1997 1996
------------ -------------
Net cash provided by (used in) financing activities .................... 10,503,000 145,000
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS .............................................................. (1,255,000) 1,225,000
Cash and cash equivalents - beginning of period ................................. 3,539,000 164,000
Beginning cash balance of pooled entity ......................................... 124,000
------------
CASH AND CASH EQUIVALENTS - END OF
PERIOD ....................................................................... $ 2,408,000 $ 1,389,000
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ................................................................... $ 941,000 $ 595,000
Income taxes ............................................................... $ 1,805,000 $ 1,401,000
Noncash investing and financing activities:
Property acquired under capital lease ...................................... $ 304,000
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 aftermarket industry (replacement parts sold for
use on vehicles after initial purchase). These automotive parts are sold to
automotive retail chains and warehouse distributors throughout the United States
and in Canada.
Basis of Presentation:
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of Management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six month period ended September 30, 1997 are not necessarily
indicative of the results that may be expected for the year ending March 31,
1998. For further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year ended
March 31, 1997.
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MOTORCAR PARTS & ACCESSORIES, INC.
Notes to Financial Statements (Unaudited)
(NOTE B)- Inventory:
Inventory is comprised of the following:
September 30, 1997 March 31, 1997
------------------ --------------
Raw materials ........................ $32,691,000 $24,046,000
Work-in-process ...................... 3,960,000 4,270,000
Finished goods ....................... 21,645,000 13,546,000
----------- -----------
T o t a l .................. $58,296,000 $41,862,000
=========== ===========
(NOTE C) - Related Parties:
The Company conducts business through two wholly-owned foreign
subsidiaries, MVR Products Pte Limited ("MVR"), which operates a shipping
warehouse and testing facility and maintains office space and remanufacturing
capability in Singapore, and Unijoh Sdn, Bhd ("Unijoh"), which conducts in
Malaysia remanufacturing operations similar to those conducted by the Company at
its remanufacturing facility in Torrance. These foreign operations are conducted
with quality control standards and other internal controls similar to those
currently implemented at the Company's remanufacturing facilities in Torrance.
The facilities of MVR and Unijoh are located approximately one hour drive apart.
The Company believes that the operations of its foreign subsidiaries are
important because of the lower labor costs experienced by these subsidiaries in
the same remanufacturing process.
In April 1997, MVR and Unijoh became wholly owned subsidiaries of the
Company in a stock-for-stock merger which was accounted for in a manner
similar to a pooling of interests. Under the terms of the merger agreement, the
Company issued 145,455 shares of common stock. The financial statements prior to
the date of merger have not been restated as the effects are not material to
the Company's consolidated financial condition and consolidated results of
operations. The combined assets and combined liabilities of MVR and Unijoh
aggregated approximately $553,000 and $320,000, respectively, at the date of
merger. In addition, the equity in the underlying net assets of the subsidiaries
approximated the amount included in due to affiliate.
-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,
---------------------- -----------------------
1997 1996 1997 1996
---- ---- ---- ----
Net sales ................................................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold .......................................... 80.2 80.1 80.1 80.1
----- ----- ----- -----
Gross profit ................................................ 19.8 19.9 19.9 19.9
Research and development .................................... 0.1 0.0 0.4 0.0
Selling expenses ............................................ 2.3 2.6 1.9 2.4
General and administrative expenses ......................... 5.4 6.0 5.3 5.5
----- ----- ----- -----
Operating income ............................................ 11.5 11.3 12.3 12.0
Interest expense - net of
interest income ......................................... 1.7 1.2 1.7 1.2
----- ----- ----- -----
Income before income taxes .................................. 9.8 10.1 10.6 10.8
Provision for income taxes .................................. 3.8 4.0 4.2 4.3
----- ----- ----- -----
Net income .................................................. 6.0% 6.1% 6.4% 6.5%
===== ===== ===== =====
In its remanufacturing operations, the Company obtains used alternators
and starters, commonly known as "cores," from its customers as trade-ins and by
purchasing them from vendors. Such trade-ins are recorded when cores are
received from customers. Credits for cores are allowed only against purchases of
similar remanufactured products and generally are used within 60 days of
issuance by the customer. Due to this trade-in policy, the Company does not
reserve for trade-ins. In addition, since it is unlikely that a customer will
not utilize its trade-in credits, the credit is recorded when the core is
returned as opposed to when the customer purchases new products. The Company
believes that this policy is consistent throughout the remanufacturing and
rebuilding industry.
Beginning with fiscal 1997, 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, net sales 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 Company's financial
information has been reclassified to reflect this new presentation. The Company
believes that this new presentation provides a truer depiction of actual sales
and cost of goods sold and reflects a more proper relationship between sales and
inventory.
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Six Months Ended September 30, 1997 Compared to Six Months Ended September 30,
1996
Net sales for the six months ended September 30, 1997 were $50,455,000,
an increase of $10,715,000 or 27.0% over the six months ended September 30,
1996. The increase in net sales is attributable to sales of alternators for
domestic vehicles to one of the Company's largest customers. The increase
reflects the recent expansion of the Company's product line to include
remanufactured products for domestic vehicles.
Cost of goods sold increased over the periods by $8,634,000 or 27.1%
from $31,830,000 to $40,464,000. The increase primarily is attributable to
additional costs incurred during the recent period in connection with increased
production during that period. As a percentage of net sales, cost of goods sold
remained relatively constant at 80.1% for the six months ended September 30,
1996 as compared to 80.2% for the six months ended September 30, 1997.
Selling expenses increased over the periods by $126,000 or 12.0% from
$1,051,000 to $1,177,000. This increase resulted principally from an increase in
advertising expenses and an expansion of the Company's sales force and related
travel expenses. As a percentage of net sales, selling expenses decreased
slightly from 2.6% to 2.3%.
General and administrative expenses increased over the periods by
$345,000 or 14.5% from $2,375,000 for the six months ended September 30, 1996 to
$2,720,000 for the six months ended September 30, 1997. As a percentage of net
sales, these expenses decreased over the periods from 6.0% to 5.4%, reflecting
the leveraging of these costs over Company's increased net sales.
For the six months ended September 30, 1997, interest expense net of
interest income was $892,000. This represents an increase of $427,000 or 91.8%
over net interest expense of $465,000 for the six months ended September 30,
1996. Interest expense was comprised principally of interest on the Company's
revolving credit facility, borrowings under which increased significantly over
the periods.
Liquidity and Capital Resources
The Company's recent operations have been financed principally from the
net proceeds of the Company's second public offering in November 1995,
borrowings under its revolving credit facility and cash flow from operations. As
of September 30, 1997, the Company's working capital was $63,805,000, including
$2,408,000 of cash and cash equivalents.
Net cash used in operating activities during the six months ended
September 30, 1997 was $11,392,000. The principal use of cash during the six
months related to an increase in inventory of $16,408,000 and a decrease in
accounts payable and accrued expenses of $1,266,000 offset by a decrease in
accounts receivable of $2,580,000. The increase in inventory was due in large
part to the addition of inventory during the six-month period of approximately
$13,500,000 in connection with
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the Company's recent entrance into the business of remanufacturing alternators
and starters for domestic vehicles. The timing of this inventory build-up was
based in part upon the Company's belief that the demand for its initial domestic
alternator product would be highest in the summer.
Net cash used in investing activities during the six months ended
September 30, 1997 was $366,000 as compared to net cash provided by investing
activities of $7,079,000 during the same period a year earlier.
Net cash provided by financing activities in the six months ended
September 30, 1997 was $10,503,000. The net cash provided by financing
activities in the period was primarily attributable to an increase in the
Company's revolving line of credit and proceeds from the exercise of warrants
issued in connection with the Company's initial public offering in March 1994
and stock options issued to employees as offset primarily by payments on a
capital lease obligation.
The Company has a credit agreement expiring in June 1999 with Wells
Fargo Bank, National Association (the "Bank") that provides for a revolving
credit facility in an aggregate principal amount not exceeding $30,000,000
(reducing to $25,000,000 on January 1, 1998), 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 Bank's prime rate less .25%
or LIBOR plus 1.375%. 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 October 27, 1997, the outstanding balance on the credit facility
was approximately $29,760,000.
The Company's accounts receivable as of September 30, 1997 was
$19,748,000, representing a decrease of $2,580,000 or 11.6% from accounts
receivable on March 31, 1997. In addition, there are times when the Company on
occasion extends payment terms with certain customers in order to help them
finance an increase in the number of stock keeping units ("SKUs") carried by
that customer and for other purposes. The Company partially protects itself from
losses due to uncollectible accounts receivable through an insurance policy with
an independent credit insurance company at an annual premium of approximately
$90,000. The Company's policy generally has been to issue credit to new
customers only after the customers have been included to some extent under the
coverage of its accounts receivable insurance policy. As of September 30, 1997,
the Company's accounts receivable from its largest customer represented
approximately 44% of all accounts receivable.
The Company's inventory as of September 30, 1997 was $58,296,000,
representing an increase of $16,434,000 or 39.3% over inventory as of March 31,
1997. This increase, as discussed above, primarily reflects the Company's
anticipated growth in net sales in connection with domestic vehicles and, to a
lesser extent, increased business from existing customers and the need to have
sufficient inventory to support shorter lead times for deliveries to customers.
Also, the Company
-11-
continues to increase the number of SKUs sold requiring the Company to carry raw
materials for this wider variety of parts.
The Company currently expects that its capital expenditures (exclusive
of any potential acquisitions) will be approximately $1,500,000 to $3,000,000
in each of fiscal 1998 and fiscal 1999. However, the Company's capital
expenditures will be affected by, and may be greater than currently anticipated
depending upon, the size and nature of new business opportunities.
During the first six months of fiscal 1998, the Company made capital
expenditures of $1,623,000 (consisting principally of new and upgraded
production equipment), as compared to $297,000 for the first six months of
fiscal 1997. During fiscal 1997, the Company made capital expenditures of
$2,085,000, primarily related to new and upgraded production and
distribution equipment.
Disclosure Regarding Private Securities Litigation Reform Act of 1995
This report contains certain forward-looking statements with respect to
the future performance of the Company that involve risks and uncertainties.
Various factors could cause actual results to differ materially from those
projected in such statements. These factors include, but are not limited to, the
uncertainty of long-term results from the Company's recent entrance into the
business of remanufacturing alternators and starters for domestic vehicles,
concentration of sales to certain customers, the potential for changes in
consumer spending, consumer preferences and general economic conditions,
increased competition in the automotive parts remanufacturing industry,
unforeseen increases in operating costs and other factors discussed herein and
in the Company's other filings with the Securities and Exchange Commission.
-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 September
3, 1997 for the purpose of (i) electing seven directors to serve until the next
annual meeting of shareholders and until their respective successors are elected
and qualified, (ii) approving the Registrant's 1996 Stock Option Plan, (iii)
approving an amendment to the Registrant's 1994 Stock Option Plan and (iv)
ratifying the appointment of the Registrant's independent certified public
accountant for the fiscal year ending March 31, 1998. 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 4,456,155 10,300
Richard Marks 4,456,155 10,300
Karen Brenner 4,456,155 10,300
Selwyn Joffe 4,456,155 10,300
Mel Moskowitz 4,456,155 10,300
Murray Rosenzweig 4,456,155 10,300
Gary Simon 4,456,155 10,300
The proposal to approve the 1996 Stock Option Plan was approved by the
following vote:
For Against Non Votes/Abstentions
--- ------- ---------------------
4,135,008 277,377 13,567
The proposal to amend the 1994 Stock Option Plan:
For Against Non Votes/Abstentions
--- ------- ---------------------
3,731,361 335,177 12,967
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
--- ------- ---------------------
4,391,563 65,900 8,992
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PART II - OTHER INFORMATION
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, 1997.
-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: October 29, 1997 By: /s/ Peter Bromberg
________________________________
Peter Bromberg
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
27.1 Financial Data Schedule
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