MOTORCAR PARTS & ACCESSORIES INC
8-K, EX-99.2, 2001-01-18
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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<PAGE>

                                  EXHIBIT 99.2

            INTERIM FINANCIAL INFORMATION FOR THE THREE MONTHS ENDED
                                  JUNE 30, 2000
                                   (Unaudited)

                       MOTORCAR PARTS & ACCESSORIES, INC.

                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                      ASSETS                                                   June 30,             March 31,
                                                                                                 2000                 2000
                                                                                           ----------------     ----------------
                                                                                             (Unaudited)
<S>                                                                                        <C>                  <C>
  Current Assets:
        Cash and cash equivalents                                                               $         0          $ 1,123,000
        Short term investments - Deferred compensation plan assets                                  208,000              224,000
        Accounts receivable - net                                                                19,267,000           15,263,000
        Inventory - net                                                                          35,789,000           36,246,000
        Income tax refund receivable                                                              1,167,000            1,173,000
        Prepaid expenses and other current assets                                                   507,000              313,000
                                                                                           ----------------     ----------------
                                          Total current assets                                   56,938,000           54,342,000

  Plant and equipment - net                                                                      10,747,000           11,375,000
  Deferred tax asset                                                                              3,250,000            3,250,000
  Income tax refund receivable                                                                    2,486,000            2,486,000
  Other assets                                                                                      259,000              348,000
                                                                                           ----------------     ----------------
                                          TOTAL                                                 $73,680,000          $71,801,000
                                                                                           ================     ================

                                   LIABILITIES

  Current liabilities:
        Accounts payable                                                                        $11,399,000          $ 9,502,000
        Accrued liabilities                                                                       3,077,000            3,843,000
        Line of credit                                                                           37,381,000           36,661,000
        Deferred compensation                                                                       218,000              234,000
        Current portion of capital lease obligations                                              1,106,000            1,106,000
                                                                                           ----------------     ----------------
                                          Total current liabilities                              53,181,000           51,346,000

  Capitalized lease obligations less current portion                                              2,808,000            3,062,000

                               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;
        6,460,455 shares issued and outstanding at June 30, 2000 and March 31, 2000                  65,000               65,000
  Additional paid-in capital                                                                     51,281,000           51,281,000
  Accumulated other comprehensive loss                                                              (75,000)             (95,000)
  Accumulated deficit                                                                           (33,580,000)         (33,858,000)
                                                                                           ----------------     ----------------
                                          Total shareholders' equity                             17,691,000           17,393,000
                                                                                           ----------------     ----------------
                                          TOTAL                                                 $73,680,000          $71,801,000
                                                                                           ================     ================
</TABLE>

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

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                      Consolidated Statement of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 Three Months
                                                                                    Ended
                                                                                   June 30,
                                                                                    2000
                                                                               ----------------
<S>                                                                            <C>
    Net sales                                                                       $41,401,000
    Cost of goods sold                                                               37,569,000
                                                                               ----------------
    Gross profit                                                                      3,832,000

    Operating expenses:
         General and administrative                                                   2,086,000
         Research and development                                                       148,000
         Sales and marketing                                                            318,000
                                                                               ----------------

                            Total operating expenses                                  2,552,000
                                                                               ----------------

    Operating income                                                                  1,280,000

    Interest expense - net                                                            1,002,000
                                                                               ----------------

    Net income                                                                      $   278,000
                                                                               ================

    Basic net income per share                                                            $0.04
                                                                               ================

    Weighted average number of shares outstanding - basic                             6,460,455
</TABLE>















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

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                      Consolidated Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                         Three Months
                                                                                                            Ended
                                                                                                           June 30,
                                                                                                             2000
                                                                                                       ----------------
<S>                                                                                                    <C>
Cash flows from operating activities:
      Net income                                                                                            $   278,000
      Adjustments to reconcile net income to net cash used by operating activities:
              Depreciation and amortization                                                                     744,000
              (Increase) decrease in:
                  Accounts receivable                                                                        (4,004,000)
                  Inventory                                                                                     457,000
                  Prepaid expenses and other current assets                                                    (194,000)
                  Other assets                                                                                   89,000
              Increase (decrease) in:
                  Accounts payable and accrued expenses                                                       1,131,000
                  Deferred compensation                                                                         (16,000)
                  Income taxes receivable                                                                         6,000
                                                                                                       ----------------

                          Net cash used by operating activities                                              (1,509,000)
                                                                                                       ----------------
Cash flows from investing activities:
      Purchase of property, plant and equipment                                                                (116,000)
      Change in investments                                                                                      16,000
                                                                                                       ----------------

                          Net cash used by investing activities                                                (100,000)
                                                                                                       ----------------
Cash flows from financing activities:
      Net borrowings under line of credit                                                                       720,000
      Payments on capital lease obligations                                                                    (254,000)
                                                                                                       ----------------

                          Net cash provided by financial activities                                             466,000
                                                                                                       ----------------

EFFECT OF EXCHANGE RATE ON CASH                                                                                  20,000
                                                                                                       ----------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                    (1,123,000)

Cash and cash equivalents - beginning of period                                                               1,123,000
                                                                                                       ----------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                                   $         0
                                                                                                       ================

Supplemental disclosures of cash flow information:
      Cash paid during the period for:
         Interest                                                                                           $   922,871
                                                                                                       ================
</TABLE>





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

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

              Condensed Notes to Consolidated Financial Statements
                                  June 30, 2000
                                   (Unaudited)



NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES

         Motorcar Parts & Accessories, Inc., and its subsidiaries (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 chain stores servicing the
Do-it-for-me (DIFM) and Do-it-yourself (DIY) markets throughout the United
States and in Canada as well as aftermarket alternators and starters to a major
automotive manufacturer.

[1]      Principles of consolidation:

         The accompanying consolidated financial statements include the accounts
         of the Company and its wholly owned subsidiaries. All significant
         intercompany accounts and transactions have been eliminated in
         consolidation.

[2]      Basis of presentation:

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information. 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 three month period ended June 30,
         2000 are not necessarily indicative of the results that may be expected
         for the year ending March 31, 2001. For further information, refer to
         the audited financial statements and notes thereto for the year ended
         March 31, 2000 attached as Exhibit 99.1 to this Form 8-K.

[3]      Seasonality of business:

         Due to the nature and design as well as the current limits of
         technology, alternators and starters traditionally fail when operating
         in extreme conditions. That is, during the summer months, when the
         temperature typically increases over a sustained period of time,
         alternators and starters are more apt to fail and thus increase demand
         for the Company's products. Similarly, during winter months, when the
         temperature is colder, alternators and starters tend to fail and
         require replacing immediately, since these parts are mandatory for the
         operation of the vehicle. As such, summer months tend to show an
         increase in overall volume with a few spikes in the winter.


NOTE 2 - INVENTORY

         Effective April 1, 1999, management adopted a new methodology for
accounting for inventory. Management believes that the new methodology better
reflects the economics of its business while providing a better measurement
under generally accepted accounting principles. Under the Company's new
accounting methodology, in recording core inventory at the lower of cost or
market, the Company determines the market value based on comparisons to current
core broker prices. Such values are normally less than the core value credited
to customers' accounts when cores are returned to the Company as trade-ins. In
prior years when the Company valued its inventory at the lower of cost or
market, cost was determined using an average weighted cost method and the market
value of cores was determined by the weighted average of the repurchase price of
cores acquired from the Company's customers and the price of cores purchased
from core brokers. Additionally, management reviews core inventory to identify
excess quantities and maturing product lines. An allowance for obsolescence is
provided to reduce the carrying (market) value of inventory to its estimated
market value. Because several of the Company's competitors filed for bankruptcy
protection in the late 1990s, the supply of cores has increased considerably.
This has tended to reduce the carrying value of the Company's inventory.

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                     Condensed Notes to Financial Statements
                                   (Unaudited)


NOTE 2 - INVENTORY (continued)


         Inventory is comprised of the following:
<TABLE>
<CAPTION>
                                                                             June 30,             March 31,
                                                                               2000                 2000
                                                                         ----------------     ----------------
                                                                           (Unaudited)
<S>                                                                      <C>                  <C>
           Raw materials and cores                                           $ 25,107,000         $ 24,393,000

           Work-in-process                                                      2,197,000            1,758,000

           Finished goods                                                      14,023,000           15,351,000

           Less allowance for excess and obsolete inventory                    (5,538,000)          (5,256,000)
                                                                         ----------------     ----------------

                                      Total                                  $ 35,789,000         $ 36,246,000
                                                                         ================     ================
</TABLE>


NOTE 3 - LINE OF CREDIT

         Pursuant to an agreement dated August 1, 1998, as amended on April
15, 1999 and restated on April 20, 2000 and amended September 15, 2000, the
Company has a revolving line of credit with a bank for a credit facility in
an aggregate principal amount not exceeding $36.25 million as of September
30, 2000. The maximum credit facility is reduced to $35.75 million as of
October 31, 2000, $35.25 million as of November 30, 2000, $34.75 million as
of December 31, 2000, $34.25 as of January 31, 2001, $33.75 million as of
February 28, 2001 and $33 million as of March 31, 20001. Additional permanent
reductions shall be made for 100 percent of the net proceeds from (i) the
sale of assets outside the ordinary course of business, (ii) the issuance of
any debt or equity issued by the Company, (iii) any insurance payments
received (exclusive of Director's and officers' insurance) in connection with
that certain litigation pending against the Company identified as JOSEPH L.
SHALANT, IRA ON BEHALF OF HIMSELF AND OTHERS SIMILARLY SITUATED, PLAINTIFF
VS. MOTORCAR PARTS AND ACCESSORIES, INC. ET AL, DEFENDANTS (SEE NOTE N), and
(iv) all local, state or federal tax refunds received. The agreement is
collateralized by a lien on substantially all of the Company's assets.

         The agreement expires on April 30, 2001 and provides for interest on
borrowings at the bank's prime rate (9.5% at September 30, 2000) plus 1%. An
annual commitment fee of .5% is due monthly on the unused portion of the line of
credit. The agreement allows the Company to obtain from the bank letters of
credit and banker's acceptances in an aggregate amount not exceeding $1,000,000.

         In connection with the restated credit agreement, the Company granted
to the bank warrants to purchase 400,000 shares of the Company's common stock at
$2.045 per share, subject to adjustment as defined in the warrant agreement.

         The credit agreement requires the Company to meet certain financial
conditions, including maintenance of certain minimum tangible net worth, cash
flow and profitability measures. In addition, the Company is required to comply
with various non-financial covenants. The Company was not in compliance with
various financial and non-financial covenants at March 31, 2000 as explained in
Note H to the 2000 Financial Statements. The Company has also agreed to provide
the bank by January 26, 2001 with a letter of intent by a third party lender for
refinancing the loan.

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                     Condensed Notes to Financial Statements
                                   (Unaudited)


NOTE 4 -LITIGATION

         The Company is a defendant in a class action lawsuit pending in the
United States District Court, Central District of California. The complaint in
the class action alleges that, over a three year period, the Company misstated
earnings in violation of the securities laws. The complaint seeks damages on
behalf of all investors who purchased common stock of the Company from August 1,
1996 to July 30, 1999. The Company's Directors and Officers insurance carrier
has also filed a claim against the Company and certain of its officers that
seeks to rescind coverage for the claims made against the Company and certain of
its officers in the class action lawsuit. See Note O to the 2000 Financial
Statements. The Company, counsel for the class action plaintiffs and counsel for
the insurance carrier are currently engaged in discussions to determine whether
the class action lawsuit can be settled. While management is hopeful that
settlement can be reached, there can be no assurances that settlement will be
reached or that such a settlement would be approved by the court. In the absence
of final resolution of the litigation and in view of the position articulated by
the Directors and Officers insurance carrier, continued litigation of the class
action lawsuit could have a material adverse effect on the Company.

         The Company is subject to an investigation by the Securities and
Exchange Commission (SEC) relating to the same issues involved in the
above-mentioned lawsuit. The outcome of these investigations cannot presently be
determined.

         The Company is subject to various other lawsuits and claims in the
normal course of business. Management does not believe that the outcome of these
matters will have a material adverse effect on its financial position or future
results of operations.



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