-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VHB/lFX4qBWlYJODDW46W1DLvUYz3/ypd0zt9MBCi+BdBT5d9bGiU3vbMXvVsxL7 IXDReegpOyUUHP2CM3tPdA== 0000912057-01-523745.txt : 20010716 0000912057-01-523745.hdr.sgml : 20010716 ACCESSION NUMBER: 0000912057-01-523745 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORCAR PARTS & ACCESSORIES INC CENTRAL INDEX KEY: 0000918251 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 112153962 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-23538 FILM NUMBER: 1680669 BUSINESS ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 BUSINESS PHONE: 3102127910 MAIL ADDRESS: STREET 1: 2727 MARICOPA ST CITY: TORRANCE STATE: CA ZIP: 90503 10-K405/A 1 a2054025z10-k405a.txt 10-K405/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2001. 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 Identification No.) incorporation or organization) 2929 CALIFORNIA STREET, TORRANCE, CALIFORNIA 90503 -------------------------------------------- ----- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (310) 212-7910 -------------- Securities registered under Section 12(b) of the Act: NONE ---- Securities registered under Section 12(g) of the Act: COMMON STOCK, $.01 PAR VALUE -------------- 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 No X --- --- Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this Form 10-K. [X] Issuer's revenues for its most recent fiscal year: $160,699,000 The aggregate market value, calculated on the basis of the average bid and asked prices of such stock on the National Association of Securities Automated Quotation System, of Common Stock held by non-affiliates of the Registrant as of June 15, 2001 was approximately $8,398,592. PAGE 1 There were 6,460,455 shares of Common Stock outstanding at March 31, 2001. MOTORCAR PARTS & ACCESSORIES, INC. This Amendment No. 1 to the Report on Form 10-K filed by the Company on June 29, 2001 is being made to provide additional explanation concerning developments in the fourth quarter that adversely impacted the Company's gross margins and to correct (i) the unaudited amounts reported for interest expense and net income for the second quarter of fiscal 2001, (ii) the unaudited amounts reported for general and administrative expenses in the third quarter of fiscal 2001 (and to recognize the establishment of a litigation settlement reserve during that quarter) and (iii) the unaudited amounts reported for interest expense and net income for the fourth quarter of fiscal 2001, as such amounts were reported in Note P to the Consolidated Financial Statements included in such Report on Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION In addition to the other factors discussed in the comparison of fiscal 2001 results to fiscal 2000 results, the improvement in gross profit margin associated with the elimination of an unprofitable profit lime was also offset by a charge of $1,200,000 against cost of sales attributable to the fact that the number of units returned by customers during the fourth quarter of fiscal 2001 exceeded the number of units sold during that quarter. (Since the credit given to customers for returned units exceeds the market value of these units, the Company recognizes a charge against net sales when it accepts customer returns. If the number of units sold is substantially equivalent to the number of units returned, there is no meaningful net impact on net sales as a result of this charge. If returns substantially exceed sales, however, the charge against net sales can be significant. Although the number of unit returns and unit sales generally come into balance over time, the differences between these two amounts can cause material fluctuations in periodic earnings.) This improvement in gross profit margin was also partially offset by an adjustment of $820,000 to reflect raw materials and work-in-process inventories at the lower of cost or market that was recorded during the fourth quarter as a result of market developments. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The revised Note P to the Company's Consolidated Financial Statements at and for the periods ended March 31, 2001 and March 31, 2000, which statements were included in the Form 10-K filed by the Company on June 29, 2001, is set forth on page F-25A included herein. Except as set forth in such revised Note P, there are no changes to the Consolidated Financial Statements included as pages F-1 to F-26 to the Form 10-K filed by the Company on June 29, 2001. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. a. DOCUMENTS FILED AS PART OF THIS REPORT: (1) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS: Revised Note P to Consolidated Financial Statements F-25A (2) SCHEDULES. None. (3) EXHIBITS: None filed as part of this Amendment No. 1 to the Form 10-K filed by the Company on June 29, 2001. PAGE 2 NOTE P - UNAUDITED QUARTERLY FINANCIAL DATA
FY 2001 FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER -------------------------------------------------- NET SALES $41,401,000 $43,964,000 $38,969,000 $36,365,000 COST OF GOODS SOLD 37,569,000 40,263,000 35,365,000 35,534,000 ----------- ----------- ----------- ----------- Gross margin 3,832,000 3,701,000 3,604,000 831,000 =========== =========== =========== =========== OPERATING EXPENSES General and administrative expenses 2,086,000 1,724,000 2,304,000 2,177,000 Sales and marketing 318,000 276,000 270,000 352,000 Litigation settlement - - 1,500,000 Restructuring expenses - - - 914,000 Research and development 148,000 118,000 97,000 109,000 Provision for doubtful accounts - - - (36,000) ----------- ----------- ----------- ----------- Total operating expenses 2,552,000 2,118,000 4,171,000 3,516,000 ----------- ----------- ----------- ----------- OPERATING INCOME/(LOSS) 1,280,000 1,583,000 (567,000) (2,685,000) ----------- ----------- ----------- ----------- Interest expense - net of interest income 1,002,000 1,017,000 957,000 724,000 ----------- ----------- ----------- ----------- INCOME/(LOSS) BEFORE INCOME TAXES 278,000 566,000 (1,524,000) (3,409,000) Income tax (expense) benefit - - - (13,000) =========== =========== =========== ============ NET INCOME $ 278,000 $ 566,000 $(1,524,000) $(3,422,000) =================================================== --------------------------------------------------- Basic and diluted loss per share $ 0.04 $ 0.09 $ (0.24) $ (0.53) ===================================================
F-25A SIGNATURES Pursuant to the requirements of Section 15(d) 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: July 13, 2001 By: /s/ Charles W. Yeagley ----------------------------- -------------------------------- Charles W. Yeagley Chief Financial Officer, Vice President and Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Souza his true and lawful attorney-in-fact with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign and all amendments to this Amendment No. 1 to the Report on Form 10-K and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated: /s/ Anthony Souza Chief Executive Officer and Director - -------------------------- (Principal Executive Officer) July 13, 2001 Anthony Souza /s/ Charles Yeagley Chief Financial Officer (Principal - -------------------------- Financial and Accounting Officer) July 13, 2001 Charles Yeagley /s/ Selwyn Joffe Director July 13, 2001 - -------------------------- Selwyn Joffe /s/ Mel Marks Director July 13, 2001 - -------------------------- Mel Marks - -------------------------- Director July __, 2001 Murray Rosenzweig
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