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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

�

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):�November 10, 2014

Motorcar Parts of America, Inc.

(Exact name of registrant as specified in its charter)

New York	�	001-33861	�	11-2153962
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

2929 California Street, Torrance, CA	�	90503
(Address of principal executive offices)	�	(Zip Code)

Registrants telephone number, including area code: (310) 212-7910

�

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.

Results of Operations and Financial Condition.

On�November 10, 2014, Motorcar Parts of America, Inc. issued a press release announcing its earnings for the fiscal quarter ended�September 30, 2014 which is being furnished as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

The following exhibit is furnished with this Current Report pursuant to Item 2.02:

(d) Exhibits

Exhibit No.	�	Description
99.1	�	Press Release, dated�November 10, 2014

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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 hereunto duly authorized.

�	MOTORCAR PARTS OF AMERICA, INC.
�	�	�
Date:�November 10, 2014	/s/ Michael M. Umansky	�
�	Michael M. Umansky	�
�	Vice President and General Counsel	�

�

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Exhibit 99.1

�

MOTORCAR PARTS OF AMERICA REPORTS FISCAL 2015 SECOND QUARTER AND SIX- MONTH RESULTS

-- Adjusted Net Sales Climb 21.7% for the Quarter; Net Sales Up 7.1% as Reported --

LOS ANGELES, CA  November 10, 2014  Motorcar Parts of America, Inc. (Nasdaq: MPAA) today reported results for its fiscal 2015 second quarter ended September 30, 2014  reflecting continued sales growth and enhanced profitability.

�

Net sales for the fiscal 2015 second quarter increased 7.1 percent to $70.8 million from $66.2 million for the same period a year earlier.� On an adjusted basis before accounting for customer allowances associated with new business gains, net sales climbed 21.7 percent to $81.4 million from $66.9 million in fiscal 2014.� The increase in net sales was due to strength in rotating electrical and the benefits of the companys growing wheel hub product sales and the partial quarter contributions from its new brake master cylinder product sales that commenced in late July 2014.

�

Net income for the quarter was $1.5 million, or $0.09 per diluted share, compared with net income of $2.2 million, or $0.15 per diluted share, a year ago  reflecting a 14.4 percent increase in the diluted weighted average number of shares outstanding in the fiscal 2015 period.

�

Adjusted net income, excluding certain expenses noted in the Reconciliation of Non-GAAP Financial Measures tables below, for the fiscal 2015 second quarter almost doubled to $10.2 million, or $0.60 per diluted share, from $5.3 million, or $0.36 per diluted share, for the same period a year earlier.

�

Gross profit as a percentage of sales for the fiscal 2015 second quarter was 26.0 percent compared with 29.8 percent a year earlier.� Gross profit was $18.4 million compared with $19.7 million a year earlier.� Reported second quarter gross profit was negatively impacted by customer allowances associated with inventory purchases for new business gains noted above.

�

Adjusted gross profit as a percentage of sales for the second quarter was 35.0 percent compared with 31.0 percent a year earlier.� Adjusted gross profit was $28.5 million compared with $20.7 million a year ago, representing a 37.5 percent increase.

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Net sales for the fiscal 2015 six-month period increased 14.9 percent to $133.8 million from $116.4 million for the same period a year earlier.� On an adjusted basis before accounting for customer allowances associated with new business gains, net sales increased 22.9 percent to $144.8 million from $117.8 million in fiscal 2014.

�

Net income for the six months was $5.4 million, or $0.33 per diluted share, compared with net income of $103.1 million, or $7.02 per diluted share, a year ago  reflecting the fiscal 2014 period impact of $100.9 million income from discontinued operations as well a 11.4 percent increase in the diluted weighted average number of shares outstanding in the fiscal 2015.

�

Adjusted net income, excluding certain expenses noted in the Reconciliation of Non-GAAP Financial Measures tables below, for the fiscal 2015 six-month period increased 73.8 percent to $14.9 million, or $0.91 per diluted share, from $8.6 million, or $0.58 per diluted share, for the same period a year earlier.

�

Gross profit as a percentage of sales for the fiscal 2015 six- month period was 27.1 percent compared with 30.7 percent a year earlier.� Gross profit was $36.2 million compared with $35.7 million a year earlier.

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Adjusted gross profit as a percentage of sales for the six months was 32.9 percent compared with 31.5 percent a year earlier.� Adjusted gross profit was $47.7 million compared with $37.1 million a year ago, representing a 28.5 percent increase.

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The first half of fiscal 2015 bodes well for the year, as we continue to experience strong interest in our new product introductions and solid growth in rotating electrical.� An aging vehicle population, lower fuel costs and positive operating synergies support our growth potential.� Our team is passionate about building shareholder value through�superior product quality and exemplary customer service levels, said Selwyn Joffe, chairman, president and chief executive officer of Motorcar Parts of America.

�

Use of Non-GAAP Measures

�

We define adjusted net income (loss) as net income (loss) adjusted for certain items related to the�companys discontinued subsidiaries, as well as financing, consulting and other fees.� We define Adjusted EBITDA as adjusted net income (loss), plus interest expense, income tax expense and depreciation and amortization.� Adjusted net income (loss) does not reflect many items that affect the companys net income (loss), including many items related to companys discontinued subsidiaries.� Adjusted EBITDA does not reflect the impact of a number of items that affect the companys net income, including financing costs and matters related to the companys discontinued subsidiaries.� Adjusted EBITDA and adjusted net income (loss) are not measures of financial performance under GAAP, and should not be considered as alternatives to net income or income from operations as a measure of liquidity.� Adjusted EBITDA and adjusted net income (loss) have significant limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of the companys results as reported under GAAP.� For a reconciliation of Adjusted EBITDA and adjusted net income (loss) to net income (loss) see the financial tables included in the press release.

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Motorcar Parts of America, Inc.

3-3-3

Teleconference and Web Cast

�

Selwyn Joffe, chairman, president and chief executive officer, and David Lee, chief financial officer, will host an investor conference call today at 10:00 a.m. Pacific time to discuss the companys financial results and operations.

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The call will be open to all interested investors either through a live audio Web broadcast at www.motorcarparts.com or live by calling (877)-776-4016 (domestic) or (973)-638-3231 (international).� For those who are not available to listen to the live broadcast, the call will be archived for seven days on Motorcar Parts of Americas website www.motorcarparts.com.� A telephone playback of the conference call will also be available from approximately 1:00 p.m. Pacific time today through 8:59 p.m. Pacific time on Monday, November 17, 2014 by calling (855)-859-2056 (domestic) or (404)-537-3406 (international) and using access code: 24747304

�

About Motorcar Parts of America, Inc. is a remanufacturer, manufacturer and distributor of automotive aftermarket parts -- including alternators, starters, wheel hub assembly products and brake master cylinders utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of Americas products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with production facilities located in California, Mexico, Malaysia and China, and administrative offices located in California, Tennessee, Mexico, Singapore and Malaysia.� Additional information is available at www.motorcarparts.com.

�

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements. The statements contained in this press release that are not historical facts are forward-looking statements based on the companys current expectations and beliefs concerning future developments and their potential effects on the company. These forward-looking statements involve significant risks and uncertainties (some of which are beyond the control of the company) and are subject to change based upon various factors.� Reference is also made to the Risk Factors set forth in the companys Form 10-K Annual Report filed with the Securities and Exchange Commission (SEC) in June 2014 and in its Forms 10-Q filed with the SEC for additional risks and uncertainties facing the company. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

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(Financial tables follow)

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

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Reconciliation of Non-GAAP Financial Measures

To supplement the consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company has included the following non-GAAP adjusted financial measures in this press release and in the webcast to discuss the Company's financial results for the three and six months ended September 30, 2014 and 2013. Each of these non-GAAP adjusted financial measures is adjusted from results based on GAAP to exclude certain expenses and gains.� Among other things, the Company uses such non-GAAP adjusted financial measures in addition to and in conjunction with corresponding GAAP measures to help analyze the performance of its business.�

�

These non-GAAP adjusted financial measures reflect an additional way of viewing aspects of the Company's operations that, when viewed with the GAAP results and the reconciliations to corresponding GAAP financial measures, provide a more complete understanding of the Company's results of operations and the factors and trends affecting the Company's business.�However, these non-GAAP adjusted financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Income statement information for the three and six months ended September 30, 2014 and 2013 are as follows:

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Three Months Ended September 30,

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Six Months Ended September 30,

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2014

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2013

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2014

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�

2013

�

GAAP net income, as reported

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$

1,475,000

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�

$

2,164,000

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�

$

5,424,000

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�

$

103,144,000

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Income from discontinued operations

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�

�

�

�

�

�

�

�

�

�

(100,877,000

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Interest expense, net

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�

3,339,000

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�

�

4,663,000

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�

�

6,752,000

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�

�

8,588,000

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Income tax expense

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�

1,418,000

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�

�

1,631,000

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�

�

4,132,000

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�

�

1,705,000

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Depreciation and amortization

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�

615,000

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�

�

683,000

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�

�

1,248,000

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�

�

1,416,000

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EBITDA, as reported

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$

6,847,000

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$

9,141,000

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$

17,556,000

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�

$

13,976,000

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�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Adjustments:

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�

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�

�

�

�

�

�

�

�

�

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Net sales

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�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Return and stock adjustment accruals

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�

560,000

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�

�

575,000

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�

�

560,000

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�

�

1,287,000

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Customer allowances associated with inventory purchases related to new product lines and additional business

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�

9,985,000

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�

�

125,000

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�

�

10,427,000

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�

�

125,000

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Cost of goods sold

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�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

New product line start-up costs

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�

�

�

�

�

�

�

�

�

189,000

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�

�

�

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Lower of cost or market revaluation - cores on customers' shelves

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�

�

�

�

�

�

�

�

�

731,000

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�

�

�

�

Cost of inventory purchases related to new product lines and additional business, and stock adjustment accrual

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�

(465,000

)

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�

�

�

�

�

(465,000

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�

�

(354,000

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Discontinued subsidiaries costs

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�

�

325,000

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�

�

�

�

�

�

325,000

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Operating expenses

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�

�

�

�

�

�

�

�

�

�

�

�

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�

�

Disc. subsidiaries legal, severance and other costs

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1,353,000

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�

�

841,000

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�

1,913,000

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�

�

2,908,000

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Share-based compensation expense

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�

600,000

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�

�

116,000

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�

�

1,098,000

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�

�

241,000

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Mark-to-market losses (gains)

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�

1,750,000

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�

�

2,491,000

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�

403,000

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�

�

4,794,000

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Disc. subsidiaries sales and marketing expenses

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�

-

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�

�

�

�

�

�

�

�

�

�

21,000

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Consulting fees, research and development

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�

-

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�

�

�

�

�

�

�

�

�

�

75,000

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Adjusted EBITDA

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$

20,630,000

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�

$

13,614,000

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$

32,412,000

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�

$

23,398,000

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