MOTORCAR PARTS & ACCESSORIES INC
10-Q, 1998-02-17
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                       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  DECEMBER 31,
           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 6,412,555 shares of Common Stock outstanding at February 13, 1998.


<PAGE>



                          MOTORCAR PARTS & ACCESSORIES

                                      INDEX


PART I - FINANCIAL INFORMATION                                              PAGE

         Item 1. Financial Statements

                 Balance Sheets as of December 31, 1997 (unaudited)
                   and March 31, 1997......................................... 3

                 Statements of Operations (unaudited) for the nine and
                   three month periods ended December 31, 1997 and 1996....... 4

                 Statements of Cash Flows (unaudited) for the nine month
                   periods ended December 31, 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 6. Exhibits and Reports on Form 8-K............................ 14

                 Signatures.................................................. 15

                                      -2-

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

                       MOTORCAR PARTS & ACCESSORIES, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                    A S S E T S                           December 31,      March 31,
                                                                              1997            1997
                                                                          ------------    ------------
                                                                          (Unaudited)
<S>                                                                       <C>             <C>         
Current assets:
   Cash and cash equivalents ..........................................   $  2,625,000    $  3,539,000
   Accounts receivable - net of allowance for doubtful accounts .......     25,324,000      22,328,000
   Inventory ..........................................................     59,581,000      41,862,000
   Prepaid expenses and other current assets ..........................      1,036,000         593,000
   Deferred income tax asset ..........................................        142,000         142,000
                                                                          ------------    ------------
          Total current assets ........................................     88,708,000      68,464,000

Long-term investments .................................................                      1,874,000
Plant and equipment - net .............................................      6,225,000       4,291,000
Other assets ..........................................................        339,000         881,000
                                                                          ------------    ------------
          T O T A L ...................................................   $ 95,272,000    $ 75,510,000
                                                                          ============    ============

                              L I A B I L I T I E S
Current liabilities:
   Current portion of capital lease obligations .......................   $    388,000    $    743,000
   Accounts payable and accrued expenses ..............................     11,338,000      13,777,000
   Income taxes payable ...............................................      2,062,000       2,005,000
   Due to affiliate ...................................................                        139,000
                                                                          ------------    ------------
          Total current liabilities ...................................     13,788,000      16,664,000

Long-term debt ........................................................     14,033,000      17,496,000
Other liabilities .....................................................        880,000         570,000
Capitalized lease obligations - less current portion ..................        113,000         343,000
Deferred income tax liability .........................................        329,000         329,000
                                                                          ------------    ------------
          T O T A L ...................................................     $29,143,00    $ 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;
    6,412,555 shares issued and outstanding at December 31, 1997 and
    4,867,500 issued and outstanding at March 31, 1997 ................         64,000          49,000
Additional paid-in capital ............................................     50,794,000      28,973,000
Unearned portion of compensatory stock options ........................       (101,000)
Retained earnings .....................................................     15,372,000      11,086,000
                                                                          ------------    ------------
          Total shareholders' equity ..................................     66,129,000      40,108,000
                                                                          ------------    ------------
          T O T A L ...................................................   $ 95,272,000    $ 75,510,000
                                                                          ============    ============
</TABLE>
                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      -3-

<PAGE>



                       MOTORCAR PARTS & ACCESSORIES, INC.

                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Nine Months Ended              Three Months Ended
                                                              December 31,                    December 31,
                                                     ----------------------------    ----------------------------
                                                          1997            1996            1997            1996
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>         
Income:
   Net sales .....................................   $ 80,923,000    $ 62,263,000    $ 30,468,000    $ 22,523,000
                                                     ------------    ------------    ------------    ------------

Operating expenses:
   Cost of goods sold ............................     65,303,000      49,737,000      24,839,000      17,907,000
   Research and development ......................        428,000                         161,000
   Selling expenses ..............................      1,789,000       1,725,000         612,000         674,000
   General and administrative expenses ...........      4,336,000       3,632,000       1,616,000       1,257,000
                                                     ------------    ------------    ------------    ------------

          Total operating expenses ...............     71,856,000      55,094,000      27,228,000      19,838,000
                                                     ------------    ------------    ------------    ------------


Operating income .................................      9,067,000       7,169,000       3,240,000       2,685,000

Interest expense (net of interest income) ........     (1,304,000)       (752,000)       (412,000)       (287,000)
                                                     ------------    ------------    ------------    ------------


Income before income taxes .......................      7,763,000       6,417,000       2,828,000       2,398,000

Provision for income taxes .......................      3,030,000       2,524,000       1,106,000         936,000
                                                     ------------    ------------    ------------    ------------

Net income .......................................   $  4,733,000    $  3,893,000    $  1,722,000    $  1,462,000
                                                     ============    ============    ============    ============

Basic income per share ...........................   $       0.90    $       0.80    $       0.30    $       0.30
                                                     ============    ============    ============    ============

Diluted income per share .........................   $       0.87    $       0.78    $       0.29    $       0.29
                                                     ============    ============    ============    ============

Weighted average common shares 
   outstanding - basic income per share ..........      5,254,000       4,856,000       5,704,000       4,866,000
                                                     ============    ============    ============    ============

Effect of potential common shares ................        188,000         147,000         166,000         141,000
                                                     ============    ============    ============    ============
Weighted average common shares
   outstanding - dilutive income per share .......      5,442,000       5,003,000       5,870,000       5,007,000
                                                     ============    ============    ============    ============
</TABLE>


                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      -4-
<PAGE>



                       MOTORCAR PARTS & ACCESSORIES, INC.

                      Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                      NINE MONTHS ENDED DECEMBER 31,
                                                      ------------------------------
                                                            1997            1996
                                                       ------------    ------------
<S>                                                    <C>             <C>         
Cash flows from operating activities:
   Net income ......................................   $  4,733,000    $  3,893,000
   Adjustments to reconcile net income to net cash
     (used in) operating activities:
     Compensatory stock options issued .............        113,000
       Depreciation and amortization ...............        795,000         476,000
       (Increase) decrease in:
         Accounts receivable .......................     (2,996,000)     (5,622,000)
         Inventory .................................    (17,693,000)     (6,429,000)
         Prepaid expenses and other assets .........       (359,000)        (72,000)
         Other assets ..............................        542,000         (57,000)
       Increase (decrease) in:
         Accounts payable and accrued expenses .....     (2,748,000)      1,282,000
         Income taxes payable ......................        382,000         (46,000)
         Other liabilities .........................        299,000
                                                       ------------    ------------

             Net cash (used in) operating activities    (16,932,000)     (6,575,000)
                                                       ------------    ------------


Cash flows from investing activities:
   Purchase of property, plant and equipment .......     (2,556,000)     (1,052,000)
   Sale of investments .............................      1,874,000       6,908,000
                                                       ------------    ------------

             Net cash provided by (used in)
                  investing activities .............       (682,000)      5,856,000
                                                       ------------    ------------

Cash flows from financing activities:
   Net increase (decrease) in line of credit .......     (3,463,000)      1,788,000
   Payments on capital lease obligation ............       (585,000)       (476,000)
   Proceeds from exercise of warrants and options ..        765,000         351,000
   Proceeds from public offerings ..................     19,859,000
                                                       ------------    ------------
</TABLE>


                                                        (continued on next page)


                                      -5-
<PAGE>


<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED DECEMBER 31,
                                                                                  ------------------------------
                                                                                        1997            1996
                                                                                   ------------    ------------
<S>                                                                                  <C>              <C>      
         Net cash provided by (used in) financing activities ...................     16,576,000       1,663,000
                                                                                   ------------    ------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS .............................................................     (1,038,000)        944,000


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 ......................................................................   $  2,625,000    $  1,108,000
                                                                                   ============    ============

Supplemental  disclosures  of cash flow  information:
   Cash paid during the year for:
     Interest ..................................................................   $  1,392,000    $    688,000
     Income taxes ..............................................................   $  2,726,000    $    665,000
   Noncash investing and financing activities:
     Property acquired under capital lease .....................................                   $    397,000

</TABLE>













              The accompanying notes to financial statements are an
                              integral part hereof.

                                      -6-

<PAGE>



                       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).  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 nine month  period  ended  December  31, 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.

(NOTE B)- Inventory:
- --------------------

           Inventory is comprised of the following:
                                       DECEMBER 31, 1997        MARCH 31, 1997
                                       -----------------        --------------

             Raw materials............    $33,111,000             $24,046,000

             Work-in-process..........      4,535,000               4,270,000

             Finished goods...........     21,935,000              13,546,000
                                          -----------             -----------

                           T o t a l..    $59,581,000             $41,862,000
                                          ===========             ===========



                                      -7-

<PAGE>


                       MOTORCAR PARTS & ACCESSORIES, INC.

                    Notes to Financial Statements (Unaudited)

 
(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.

(NOTE D) - Public Offering:
- ---------------------------

           In November 1997 the Company completed a public offering of 1,300,000
shares  of  common   stock,   resulting  in  net  proceeds  to  the  Company  of
approximately $19,859,000.



                                      -8-
<PAGE>



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
- ---------------------


                                        Nine Months Ended   Three Months Ended
                                           December 31,        December 31,
                                         ----------------    ----------------
                                          1997      1996      1997      1996
                                         ------    ------    ------    ------

Net sales .........................      100.0%    100.0%    100.0%    100.0%
Cost of goods sold ................       80.7      79.9      81.5      79.5
                                         ------    ------    ------    ------

Gross profit ......................       19.3      20.1      18.5      20.5
Research and development ..........        0.5       0.0       0.6       0.0
Selling expenses ..................        2.2       2.8       2.0       3.0
General and administrative expenses        5.4       5.8       5.3       5.6
                                         ------    ------    ------    ------

Operating income ..................       11.2      11.5      10.6      11.9
Interest expense - net of
    interest income ...............        1.6       1.2       1.3       1.3
                                         ------    ------    ------    ------

Income before income taxes ........        9.6      10.3       9.3      10.6
Provision for income taxes ........        3.8       4.0       3.6       4.1
                                         ------    ------    ------    ------

Net income ........................        5.8%      6.3%      5.7%      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 are generally  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.

                                      -9-
<PAGE>



THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1996

           Net  sales  for  the  three  months  ended  December  31,  1997  were
$30,468,000,  an increase of  $7,945,000  or 35.3% over the three  months  ended
December 31, 1996. The increase in net sales is primarily  attributable to sales
of alternators for domestic  vehicles in connection with 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 $6,932,000 or 38.7%
from  $17,907,000 to  $24,839,000.  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
increased to 81.5% for the three  months ended  December 31, 1997 as compared to
79.5% for the three months ended December 31, 1996. The increase as a percentage
of net sales is attributable to (i) slightly reduced efficiencies resulting from
increased  labor and overtime  costs in  connection  with  increased  production
requirements  in response to strong demand for the Company's  products and, (ii)
to a lesser extent, pricing pressures.

           Selling expenses  decreased over the periods by $62,000 or 10.1% from
$674,000 to $612,000.  This decrease resulted principally from the timing of the
Company's  advertising  allowances  to  customers  and the  reduction  of  sales
commission  expenses.  As a percentage of net sales,  selling expenses decreased
from  3.0% to  2.0%,  reflecting  the  leveraging  of  these  expenses  over the
Company's increased net sales.

           General and  administrative  expenses  increased  over the periods by
$359,000 or 28.6% from  $1,257,000  for the three months ended December 31, 1996
to $1,616,000  for the three months ended  December 31, 1997.  The increase over
the  periods  resulted  principally  from the  addition  of  certain  management
personnel in  connection  with the  expansion of the  Company's  operations,  an
increase  in certain  compensation  expense  and the  inclusion  of general  and
administrative  expenses  related to the  Company's  ownership of MVR and Unijoh
effective  April 1997.  Notwithstanding  the  increase,  general  administrative
expenses as a percentage  of net sales  decreased  over the periods from 5.6% to
5.3%,  reflecting the leveraging of these expenses over the Company's  increased
net sales.

           For the three months ended December 31, 1997 interest  expense net of
interest  income was $412,000.  This represents an increase of $125,000 or 43.6%
over net interest  expense of $287,000  for the three months ended  December 31,
1996.  Interest  expense was comprised  principally of interest on the Company's
revolving credit facility,  borrowings under which increased  significantly over
the periods.

NINE MONTHS ENDED  DECEMBER 31, 1997 COMPARED TO NINE MONTHS ENDED  DECEMBER 31,
1996

           Net  sales  for  the  nine  months  ended   December  31,  1997  were
$80,923,000,  an increase  of  $18,660,000  or 30.0% over the nine months  ended
December 31, 1996. The increase in net sales is primarily  attributable to sales
of alternators for domestic vehicles in connection with the recent

                                      -10-

<PAGE>



expansion of the Company's product line to include  remanufactured  products for
domestic vehicles.

           Cost of goods sold increased over the periods by $15,566,000 or 31.3%
from  $49,737,000 to  $65,303,000.  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
increased  to 80.7% for the nine months  ended  December 31, 1997 as compared to
79.9% for the nine months ended  December 31, 1996. The increase as a percentage
of net sales is attributable to (i) slightly reduced efficiencies resulting from
increased  labor and overtime  costs in  connection  with  increased  production
requirements  in response to strong demand for the Company's  products and, (ii)
to a lesser extent, pricing pressures.

           Selling  expenses  increased over the periods by $64,000 or 3.7% from
$1,725,000 to $1,789,000.  This increase resulted  principally from an expansion
of the Company's sales force and related travel expenses. As a percentage of net
sales,  selling expenses decreased from 2.8% to 2.2%,  reflecting the leveraging
of these expenses over the Company's increased net sales.

           General and  administrative  expenses  increased  over the periods by
$704,000 or 19.4% from $3,632,000 for the nine months ended December 31, 1996 to
$4,336,000  for the nine months ended  December 31, 1997.  The increase over the
periods resulted  principally from the addition of certain management  personnel
in connection  with the expansion of the  Company's  operations,  an increase in
certain  compensation  expense and the  inclusion of general and  administrative
expenses  related to the Company's  ownership of MVR and Unijoh  effective April
1997.  Notwithstanding  the  increase,  general  administrative  expenses  as  a
percentage of net sales decreased over the periods from 5.8% to 5.4%, reflecting
the leveraging of these expenses over the Company's increased net sales.

           For the nine months ended  December 31, 1997 interest  expense net of
interest income was $1,304,000. This represents an increase of $552,000 or 73.4%
over net interest  expense of $752,000  for the nine months  ended  December 31,
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  public offering in November 1997,  borrowings
under  its  revolving  credit  facility  and cash flow  from  operations.  As of
December 31, 1997,  the Company's  working  capital was  $74,920,000,  including
$2,625,000 of cash and cash equivalents.

           Net cash used in  operating  activities  during the nine months ended
December 31, 1997 was  $16,932,000.  The  principal  use of cash during the nine
months  related to an increase in  inventory  of  $17,693,000  and a decrease in
accounts  payable and accrued  expenses of  $2,748,000  offset by an increase in
accounts  receivable of  $2,996,000.  The increase in inventory was due in large
part to the addition of inventory during the nine-month  period of approximately
$14,700,000 in connection with

                                      -11-

<PAGE>



the Company's recent entrance into the business of  remanufacturing  alternators
and starters for domestic vehicles.

           Net cash used in  investing  activities  during the nine months ended
December  31, 1997 was  $682,000 as compared to net cash  provided by  investing
activities of $5,856,000 during the same period a year earlier.  During the nine
month  period,  the Company  spent  $2,556,000  on the purchase of new plant and
equipment.

           Net cash  provided by financing  activities  in the nine months ended
December 31, 1997 was $16,576,000. The net cash provided by financing activities
in the period was  attributable  to the net  proceeds  of  $19,859,000  from the
Company's  public offering in November 1997,  offset  partially by a decrease in
the Company's line of credit of $3,463,000.

           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  $25,000,000,
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 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 February  6, 1998,  the
outstanding balance on the credit facility was approximately $14,252,000.

           The  Company's  accounts  receivable  as of  December  31,  1997  was
$25,324,000,  representing  a increase  of  $2,996,000  or 13.4%  from  accounts
receivable  on March 31,  1997.  In  addition,  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 December 31, 1997,
the  Company's  accounts  receivable  from  its  largest  customer   represented
approximately 32% of all accounts receivable.

           The  Company's  inventory  as of December  31, 1997 was  $59,581,000,
representing  an increase of $17,719,000 or 42.3% 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 net sales in general and the need to have  sufficient
inventory to support  shorter lead times for deliveries to customers.  Also, the
Company  continues to increase the number of SKUs sold  requiring the Company to
carry raw materials for this wider variety of parts.


                                      -12-
<PAGE>



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.


                                      -13-

<PAGE>



                           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 December 31, 1997.


                                      -14-

<PAGE>



                                   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:      February 13, 1998                 By: /s/ Peter Bromberg
                                                  ------------------------------
                                                   Peter Bromberg
                                                   Chief Financial Officer


                                      -15-

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                            Description
- ------                            -----------

27.1                        Financial Data Schedule



                                      -16-

<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000918251
<NAME>                        MOTORCAR PARTS & ACCESSORIES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>              MAR-31-1998
<PERIOD-START>                 APR-01-1997
<PERIOD-END>                   DEC-31-1997
<CASH>                          2,625,000
<SECURITIES>                            0
<RECEIVABLES>                  25,524,000
<ALLOWANCES>                      200,000
<INVENTORY>                    59,581,000
<CURRENT-ASSETS>               88,708,000
<PP&E>                          9,439,000
<DEPRECIATION>                  3,214,000
<TOTAL-ASSETS>                 95,272,000
<CURRENT-LIABILITIES>          13,788,000
<BONDS>                                 0
                   0
                             0
<COMMON>                           64,000
<OTHER-SE>                     66,065,000
<TOTAL-LIABILITY-AND-EQUITY>   95,272,000
<SALES>                        80,923,000
<TOTAL-REVENUES>               80,923,000
<CGS>                          65,303,000
<TOTAL-COSTS>                  71,856,000
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>              1,304,000
<INCOME-PRETAX>                 7,763,000
<INCOME-TAX>                    3,030,000
<INCOME-CONTINUING>             4,733,000
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                    4,733,000
<EPS-PRIMARY>                        0.87
<EPS-DILUTED>                        0.87
        


</TABLE>


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