SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 1, 1999
MOTORCAR PARTS & ACCESSORIES, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 0-23538
(State or Other Jurisdiction of (Commission File Number)
Incorporation)
11-2153962
(I.R.S. Employer Identification No.)
2727 Maricopa Street
Torrance, California 90503
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (310) 212-7910
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On August 1, 1999, the registrant issued a press release, a copy
of which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by
reference.
Exhibit Number Description
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99.1 Press release dated August 1, 1999 issued by the registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 1, 1999 MOTORCAR PARTS & ACCESSORIES, INC.
By: /s/ David Chaimowitz
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David Chaimowitz
Chief Financial Officer
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FOR: MOTORCAR PARTS
& ACCESSORIES, INC.
CONTACT: Richard Marks
President and
Chief Operating Officer
(310) 212-7910
FOR IMMEDIATE RELEASE
Motorcar Parts & Accessories, Inc. Announces Unaudited Fiscal 1999 Results and
Anticipated Restatement of Prior Periods
TORRANCE, CALIFORNIA --August 1, 1999 -- Motorcar Parts & Accessories,
Inc. (Nasdaq: MPAA) today announced that in the course of preparing for the
reporting of financial results for the fiscal year ended March 31, 1999, certain
accounting concerns came to the attention of senior management of the Company
and the Board of Directors. The Audit Committee immediately commenced an
investigation of the matter and promptly contacted the Company's independent
auditors, Richard A. Eisner & Company, LLP, instructing them to conduct, in
conjunction with their year-end audit, a comprehensive investigation. Following
a preliminary assessment by the Audit Committee and Eisner of the results of
operations for fiscal 1999, the Company announced on May 24, 1999 that it
expected to report a significant loss for the fourth quarter of fiscal 1999 and
that it anticipated reporting a loss for the entire year. On July 29, 1999,
Eisner submitted their report on the investigation to the Audit Committee. As a
result of certain accounting irregularities, principally with respect to the
timing of product returns, and other accounting adjustments, the Company expects
to restate its previously reported financial results for fiscal 1998 and 1997,
as well as for the nine-month period ended December 31, 1998. The Audit
Committee has retained Hughes Hubbard & Reed LLP as special counsel to assist it
in continuing the investigation commenced by Eisner.
The Company reported unaudited results, subject to adjustment, for the
fiscal year ended March 31, 1999. The Company had net sales of approximately
$136,244,000 and incurred a net loss of approximately $5,038,000. The fiscal
1999 results include the expected cumulative restatement of net income for the
nine months ended December 31, 1998 to approximately $2,169,000 from $4,520,000
as originally reported and the expected restatement of net income for fiscal
1998 and 1997 to approximately $6,017,000 and $2,851,000, respectively. The
Company originally reported net income of $6,602,000 and $5,534,000 in fiscal
1998 and 1997, respectively. All of the above amounts are unaudited and subject
to adjustment.
Eisner has withdrawn their opinion on the Company's financial
statements for the three years ended March 31, 1998, which opinion should not be
relied upon. In light of the withdrawal of Eisner's opinion and the fact that
the audit for fiscal 1999 has not yet been completed, the Company
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<PAGE>
is presently unable to file an Annual Report on Form 10-K including financial
statements for fiscal 1999 that would comply with Securities and Exchange
Commission and Nasdaq requirements.
Mel Marks, Chairman of the Board of Directors, has stepped down as the
Company's Chief Executive Officer. Richard Marks, President and Chief Operating
Officer, remains as the Company's senior executive officer. The Company intends
to consider additions to its executive team.
The net loss for fiscal 1999 results in a violation of certain
financial compliance covenants contained in the Company's revolving credit
facility. The Company has informed representatives of its lender about these
matters and expects to reach a satisfactory resolution of the situation. The
Company continues to be current in its scheduled payment obligations under the
facility.
Motorcar Parts & Accessories, Inc. is a leading remanufacturer and
distributor of replacement alternators and starters for both imported and
domestic cars and light trucks.
Certain matters discussed in this news release are forward-looking
statements, as defined in the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to a number of known and unknown
risks and uncertainties including, but not limited to: the uncertainty of
completing the audits for fiscal 1997, 1998 and 1999; the outcome of the
continuing investigation by the Audit Committee; uncertainty as to the Company's
profitability; the outcome of the Company's discussions with its lender;
uncertainty as to the Company's continued listing on Nasdaq; the Company's
ability to develop and implement operational and financial systems to manage
growing operations; and other factors. Other factors and assumptions not
identified above were also involved in the derivation of these forward-looking
statements, and the failure of such other assumptions to be realized as well as
other factors may also cause actual results to differ materially from those
projected. The Company assumes no obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking statements.
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