The following discussion and analysis presents factors that Motorcar Parts of America, Inc. and its subsidiaries ("our," "we" or "us") believe are relevant to an assessment and understanding of our consolidated financial position and results of operations. This financial and business analysis should be read in conjunction with our March 31, 2021 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on June 14, 2021.

Disclosure Regarding Private Securities Litigation Reform Act of 1995

This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our future performance that involve risks and uncertainties. Various factors could cause actual results to differ materially from those expressed or implied by such statements. These factors include, but are not limited to: the current and future impacts of the COVID-19 public health crisis; concentration of sales to a small number of customers; changes in the financial condition of or our relationship with any of our major customers; increases in the average accounts receivable collection period; the loss of sales to customers; delays in payments by customers; the increasing customer pressure for lower prices and more favorable payment and other terms; lower revenues than anticipated from new and existing contracts; the increasing demands on our working capital; the significant strain on working capital associated with large inventory purchases from customers; lower efficiency or production due to stay at home orders or other restrictions issued by governments due to COVID-19 concerns; any meaningful difference between expected production needs and ultimate sales to our customers; investments in operational changes or acquisitions; our ability to obtain any additional financing we may seek or require; our ability to maintain positive cash flows from operations; our failure to meet the financial covenants or the other obligations set forth in our credit agreement and the lenders' refusal to waive any such defaults; increases in interest rates; the impact of high gasoline prices; consumer preferences and general economic conditions; increased competition in the automotive parts industry including increased competition from Chinese and other offshore manufacturers; difficulty in obtaining Used Cores and component parts or increases in the costs of those parts; supply chain delays or stoppages due to shipping delays; political, criminal or economic instability in any of the foreign countries where we conduct operations; currency exchange fluctuations; potential tariffs, unforeseen increases in operating costs; risks associated with cyber-attacks; risks associated with conflict minerals; the impact of new tax laws and interpretations thereof; uncertainties affecting our ability to estimate our tax rate and other factors discussed herein and in our other filings with the Securities and Exchange Commission (the "SEC"). These and other risks and uncertainties may cause our actual results to differ materially and adversely from those expected in any forward-looking statements. Readers are directed to risks and uncertainties identified below under "Risk Factors" and elsewhere in this report for additional detail regarding factors that may cause actual results to be different than those expressed in our forward-looking statements. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Management Overview

We have a multi-pronged platform for growth within the non-discretionary automotive aftermarket for the replacement parts and test solutions and diagnostic equipment industry. Our investments in infrastructure and human resources during the past few years reflects the significant expansion of manufacturing capacity to support multiple product lines and continues to be transformative and scalable. These investments included (i) the opening of a 410,000 square foot distribution center, (ii) two buildings totaling 372,000 square feet for remanufacturing and core sorting of brake calipers, and (iii) the realignment of production at our initial 312,000 square foot facility in Mexico.

Our products include (i) rotating electrical products such as alternators and starters, (ii) wheel hub assemblies and bearings, (iii) brake-related products, which include brake calipers, brake boosters, brake rotors, brake pads, and brake master cylinders, and (iv) other products, which include turbochargers and test solutions and diagnostic equipment used for electric vehicle powertrain development and manufacturing including electric motor test systems, e-axle test systems, advanced power emulators, charging unit test systems, test systems for alternators, starters, belt starter generators and bench-top testers used by the automotive retail segment.



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Table of Contents Pursuant to the guidance provided under the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") for segment reporting, we have identified our chief operating decision maker ("CODM"), reviewed the documents used by the CODM, and understand how such documents are used by the CODM to make financial and operating decisions. We have determined through this review process that our business comprises three separate operating segments. Two of the operating segments meet all the aggregation criteria and are aggregated. The remaining operating segment does not meet the quantitative thresholds for individual disclosure and we have combined our operating segments into a single reportable segment.

Impact of the Novel Coronavirus ("COVID-19")

The COVID-19 pandemic has spread globally and created significant volatility, uncertainty and economic disruption in many countries, including the countries in which we operate. National, state and local governments in these countries continue to implement a variety of measures in response that have the effect of restricting or limiting, among other activities, the operations of certain businesses.

We continue to experience disruptions with worldwide supply chain and logistics services. We are unable to predict accurately the ultimate long-term impact that COVID-19 will have on our business and financial condition. While the near-term outlook appears positive, any additional government shutdowns or the emergence and spread of new variants of the virus, including the delta variant, the likelihood of a resurgence of positive cases, the development, availability and public acceptance of effective treatments and vaccines, the speed at which such vaccines are administered, the efficacy of current vaccines against evolving strains or variants of the virus, could negatively impact our business and financial condition.

There have been no serious outbreaks in any of our production facilities; however, a serious outbreak could affect our production capabilities. We experienced inefficiencies in operations due to the implementation of additional personnel safety measures throughout our facilities. These personnel safety measures include adding an additional shift in conjunction with reducing the number of hours in the existing shift, greater spacing (less personnel) in production areas and sanitizing procedures between shifts. High-risk employees at all of our facilities have been required to remain at home; however, they continue to receive their compensation. We also implemented safe work practices across all of our facilities, including work from home rules, staggered shifts, Plexiglas barriers, and many other safety precautions. Our employees have embraced the challenges of working remotely, continuing to operate through constant communication with team members.

Enhanced levels of communication at all levels within the organization are critical to address the ever-changing landscape brought on by COVID-19, especially with most of our office staff continuing to work from home. Such efforts have included, additional board check-in meetings and executive committee meetings, as needed, and regular town hall style communications with all employees.

We continue to incur costs as a result of COVID-19, including employee costs, such as expanded benefits and frontline incentives, and other operating costs associated with the provision of personal protective equipment, which have negatively impacted our profitability. These expanded benefits, supply costs and other COVID-19 related costs resulted in total expense, included in cost of goods sold and operating expenses in the condensed consolidated statements of income, of $955,000 and $2,048,000 during the three months ended September 30, 2021 and 2020, respectively, and $1,809,000 and $4,343,000 during the six months ended September 30, 2021 and 2020, respectively. Our Asian subsidiaries received $48,000 and $44,000 from their local assistance programs during the three months ended September 30, 2021 and 2020, respectively, and $71,000 and $137,000 during the six months ended September 30, 2021 and 2020, respectively. We received payments from the Canadian Government under the Canadian Emergency Wage Subsidy program of $484,000 and $849,000 during the three and six months ended September 30, 2020, respectively. These payments are recorded as a reduction of cost of goods sold and operating expenses in the condensed consolidated statements of income.



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  Table of Contents
Results of Operations for the Three Months Ended September 30, 2021 and 2020

The following discussion and analysis should be read together with the financial statements and notes thereto appearing elsewhere herein.

The following summarizes certain key operating data:



                                                   Three Months Ended
                                                     September 30,
                                                 2021              2020

Cash flow (used in) provided by operations $ (19,600,000 ) $ 16,942,000 Finished goods turnover (annualized) (1)

               4.8              5.0



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(1) Annualized finished goods turnover for the fiscal quarter is calculated by


     multiplying cost of goods sold for the quarter by 4 and dividing the result
     by the average between beginning and ending non-core finished goods inventory
     values for the fiscal quarter. Annualized finished goods turnover for the
     three months ended September 30, 2020 has been updated to conform to the
     current year presentation for non-core finished goods turnover. We believe
     this provides a useful measure of our ability to turn our inventory into
     revenues.



Net Sales and Gross Profit

The following summarizes net sales and gross profit:



                                Three Months Ended
                                   September 30,
                              2021              2020
Net sales                 $ 175,548,000     $ 154,730,000
Cost of goods sold          139,597,000       115,004,000
Gross profit                 35,951,000        39,726,000
Gross profit percentage            20.5 %            25.7 %



Net Sales. Our net sales for the three months ended September 30, 2021 were $175,548,000, which represents an increase of $20,818,000, or 13.5%, from the three months ended September 30, 2020 of $154,730,000. While our net sales for the quarter increased across all product lines due to strong demand for our products, we continue to experience a number of challenges related to the global COVID-19 pandemic, including disruptions with worldwide supply chain and logistics services. Net sales for the three months ended September 30, 2021 and 2020 include $13,740,000 and $12,779,000, respectively, in core revenue due to a realignment of inventory at certain customer distribution centers. We expect this realignment will benefit future sales as product mix changes.

Gross Profit. Our gross profit was $35,951,000, or 20.5% of net sales, for the three months ended September 30, 2021 compared with $39,726,000, or 25.7% of net sales, for the three months ended September 30, 2020. Our gross profit was impacted by (i) growth initiatives in connection with the expansion of our new product lines, in addition to the transition costs discussed below and (ii) inflationary costs related to the global pandemic, including disruptions with worldwide supply chain, logistics services, and related higher freight costs. During the three months ended September 30, 2021, higher freight costs impacted gross profit by approximately $3,085,000, or 1.7%. During the three months ended September 30, 2021, we also incurred additional expenses of $2,367,000 due to COVID-19 related costs for inefficiencies in the supply chain, increased salaries associated with COVID-19 vulnerable employee pay, and personal protective equipment. During the three months ended September 30, 2020, we incurred additional expenses of $1,533,000 due to increased salaries associated with COVID-19 bonuses, vulnerable employee pay, and personal protective equipment in connection with the COVID-19 pandemic.

Our gross profit for the three months ended September 30, 2021 and 2020 was also impacted by (i) transition expenses in connection with the expansion of our brake-related operations in Mexico of $797,000 and $4,054,000, respectively, and (ii) amortization of core premiums paid to customers related to new business of $3,012,000 and $1,518,000, respectively.



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Table of Contents In addition, gross profit was impacted by (i) non-cash quarterly revaluation of cores that are part of the finished goods on the customers' shelves (which are included in contract assets) to the lower of cost or net realizable value and gain due to realignment of inventory at customer distribution centers, which resulted in a net gain of $3,175,000 for the three months ended September 30, 2021 compared with a net gain of $3,499,000 for the three months ended September 30, 2020, (ii) customer allowances related to new business of $178,000 for the three months ended September 30, 2021, and (iii) a $2,847,000 benefit for revised tariff costs during the three months ended September 30, 2020.

Operating Expenses

The following summarizes operating expenses:



                                                                    Three Months Ended
                                                                       September 30,
                                                                   2021             2020
General and administrative                                     $ 14,465,000     $ 12,518,000
Sales and marketing                                               5,520,000        4,326,000
Research and development                                          2,495,000        1,972,000
Foreign exchange impact of lease liabilities and forward
contracts                                                         3,917,000       (3,985,000 )

Percent of net sales

General and administrative                                              8.2 %            8.1 %
Sales and marketing                                                     3.1 %            2.8 %
Research and development                                                1.4 %            1.3 %

Foreign exchange impact of lease liabilities and forward contracts

                                                               2.2 %           (2.6 )%



General and Administrative. Our general and administrative expenses for the three months ended September 30, 2021 were $14,465,000, which represents an increase of $1,947,000, or 15.6%, from the three months ended September 30, 2020 of $12,518,000. The increase in general and administrative expense was primarily due to (i) $746,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, (ii) $633,000 of increased share-based compensation due to equity grants made to employees in June 2021, (iii) $390,000 of increased costs at our offshore locations, primarily resulting from our expansion in Mexico, and (iv) $332,000 of increased expense resulting from foreign currency transactions. These increases in general and administrative expenses were partially offset by $569,000 of decreased professional services during the three months ended September 30, 2021.

Sales and Marketing. Our sales and marketing expenses for the three months ended September 30, 2021 were $5,520,000, which represents an increase of $1,194,000, or 27.6%, from the three months ended September 30, 2020 of $4,326,000. These increases in sales and marketing expense during the three months ended September 30, 2021 were primarily due to (i) $373,000 of increased commissions due to higher sales, (ii) $341,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, and (iii) $412,000 of aggregate increased marketing in connection with new business, advertising, and travel expense.

Research and Development. Our research and development expenses for the three months ended September 30, 2021 were $2,495,000, which represents an increase of $523,000, or 26.5%, from the three months ended September 30, 2020 of $1,972,000. These increases in research and development expenses during the three months ended September 30, 2021 were primarily due to (i) $462,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, and (ii) $40,000 of increased samples for our core library.



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Table of Contents Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts for the three months ended September 30, 2021 was a non-cash loss of $3,917,000, which represents an increase in expense of $7,902,000, or 198.3%, from the non-cash gain for three months ended September 30, 2020 of $3,985,000. This increase was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities which resulted in a non-cash loss of $1,746,000 compared with a non-cash gain of $1,618,000 for the three months ended September 30, 2021 and 2020, respectively, due to movements in foreign exchange rates and (ii) the forward foreign currency exchange contracts which resulted in a non-cash loss of $2,171,000 compared with a non-cash gain of $2,367,000 for the three months ended September 30, 2021 and 2020, respectively, due to the changes in their fair values.

Interest Expense

Interest Expense, net. Our interest expense for the three months ended September 30, 2021 of $3,620,000, was in line with interest expense for the three months ended September 30, 2020 of $3,614,000.

Provision for Income Taxes

Income Tax. We recorded income tax expense of $2,251,000, or an effective tax rate of 37.9%, and $6,097,000, or an effective tax rate of 28.6%, for the three months ended September 30, 2021 and 2020, respectively. Effective tax rates are based on current projections and any changes in future periods could result in an effective tax rate that is materially different from the current estimate. The effective tax rate for the three months ended September 30, 2021 was primarily impacted by (i) foreign income taxed at rates that are different from the federal statutory rate, (ii) non-deductible executive compensation under Internal Revenue Code Section 162(m), and (iii) specific jurisdictions that we do not expect to recognize the benefit of losses.

Results of Operations for the Six Months Ended September 30, 2021 and 2020

The following discussion and analysis should be read together with the financial statements and notes thereto appearing elsewhere herein.

The following summarizes certain key operating data:



                                                    Six Months Ended
                                                     September 30,
                                                 2021              2020

Cash flow (used in) provided by operations $ (24,339,000 ) $ 39,330,000 Finished goods turnover (annualized) (1)

               4.6              4.2



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

(1) Annualized finished goods turnover for the fiscal period is calculated by


     multiplying cost of goods sold for the period by 2 and dividing the result by
     the average between beginning and ending non-core finished goods inventory
     values for the fiscal period. Annualized finished goods turnover for the six
     months ended September 30, 2020 has been updated to conform to the current
     year presentation for non-core finished goods turnover. We believe this
     provides a useful measure of our ability to turn our inventory into revenues.



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  Table of Contents
Net Sales and Gross Profit

The following summarizes net sales and gross profit:



                                 Six Months Ended
                                   September 30,
                              2021              2020
Net sales                 $ 324,582,000     $ 250,086,000
Cost of goods sold          265,060,000       196,973,000
Gross profit                 59,522,000        53,113,000
Gross profit percentage            18.3 %            21.2 %



Net Sales. Our net sales for the six months ended September 30, 2021 were $324,582,000, which represents an increase of $74,496,000, or 29.8%, from the six months ended September 30, 2020 of $250,086,000. While our net sales for the quarter increased across all product lines due to strong demand for our products, we continue to experience a number of challenges related to the global COVID-19 pandemic, including disruptions with worldwide supply chain and logistics services. Net sales for the six months ended September 30, 2021 and 2020 include $13,740,000 and $12,779,000, respectively, in core revenue due to a realignment of inventory at certain customer distribution centers. We expect this realignment will benefit our future sales as product mix changes. Our prior year net sales were also impacted by the COVID-19 pandemic.

Gross Profit. Our gross profit was $59,522,000, or 18.3% of net sales, for the six months ended September 30, 2021 compared with $53,113,000, or 21.2% of net sales, for the six months ended September 30, 2020. Our gross profit was impacted by (i) growth initiatives in connection with the expansion of our new product lines, in addition to the transition costs discussed below and (ii) inflationary costs related to the global pandemic, including disruptions with worldwide supply chain, logistics services, and related higher freight costs. During the six months ended September 30, 2021, higher freight costs impacted gross profit by approximately $6,075,000, or 1.9%. During the six months ended September 30, 2021, we also incurred additional expenses of $4,138,000 due to COVID-19 related costs for inefficiencies in the supply chain, increased salaries associated with COVID-19 vulnerable employee pay, and personal protective equipment. During the six months ended September 30, 2020, we incurred additional expenses of $3,373,000 due to increased salaries associated with COVID-19 bonuses, vulnerable employee pay, and personal protective equipment in connection with the COVID-19 pandemic.

Our gross profit for the six months ended September 30, 2021 and 2020 was also impacted by (i) transition expenses in connection with the expansion of our brake-related operations in Mexico of $2,744,000 and $7,355,000, respectively, and (ii) amortization of core premiums paid to customers related to new business of $5,543,000 and $2,741,000, respectively.

In addition, gross profit was impacted by (i) non-cash quarterly revaluation of cores that are part of the finished goods on the customers' shelves (which are included in contract assets) to the lower of cost or net realizable value and gain due to realignment of inventory at customer distribution centers, which resulted in a net gain of $2,191,000 and $2,115,000 for the six months ended September 30, 2021 and 2020, respectively, (ii) customer allowances and return accruals related to new business of $324,000 and $307,000 for the six months ended September 30, 2021 and 2020, respectively, and (iii) a $2,847,000 benefit for revised tariff costs during the six months ended September 30, 2020.



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  Table of Contents
Operating Expenses

The following summarizes operating expenses:



                                                                     Six Months Ended
                                                                       September 30,
                                                                   2021             2020

General and administrative                                     $ 26,951,000     $ 24,205,000
Sales and marketing                                              10,888,000        8,526,000
Research and development                                          4,996,000        3,914,000
Foreign exchange impact of lease liabilities and forward
contracts                                                         1,384,000       (8,802,000 )

Percent of net sales

General and administrative                                              8.3 %            9.7 %
Sales and marketing                                                     3.4 %            3.4 %
Research and development                                                1.5 %            1.6 %

Foreign exchange impact of lease liabilities and forward contracts

                                                               0.4 %           (3.5 )%



General and Administrative. Our general and administrative expenses for the six months ended September 30, 2021 were $26,951,000, which represents an increase of $2,746,000, or 11.3%, from the six months ended September 30, 2020 of $24,205,000, however, general and administrative expenses as a percentage of net sales decreased to 8.3% for the six months ended September 30, 2021 from 9.7% for the prior year. The increase in general and administrative expense was primarily due to (i) $1,387,000 of increased costs at our offshore locations, primarily resulting from our expansion in Mexico, (ii) $1,214,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, (iii) $1,166,000 of increased share-based compensation due to equity grants made to employees in June 2021, and (iv) $392,000 of increased expense resulting from foreign currency transactions. These increases in general and administrative expenses were partially offset by $1,965,000 of decreased professional services.

Sales and Marketing. Our sales and marketing expenses for the six months ended September 30, 2021 were $10,888,000, which represents an increase of $2,362,000, or 27.7%, from the six months ended September 30, 2020 of $8,526,000. This increase in sales and marketing expense during the six months ended September 30, 2021 was primarily due to (i) $748,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, (ii) $664,000 of increased marketing in connection with new business and advertising expense, (iii) $631,000 of increased commissions due to higher sales, and (iv) $222,000 of increased travel.

Research and Development. Our research and development expenses for the six months ended September 30, 2021 were $4,996,000, which represents an increase of $1,082,000, or 27.6%, from the six months ended September 30, 2020 of $3,914,000. This increase in research and development expenses during the six months ended September 30, 2021 was primarily due to (i) $781,000 of increased employee-related expenses, primarily due to salary reductions in the prior year in response to the COVID-19 pandemic, (ii) $185,000 of increased samples for our core library, and (iii) $101,000 of increased outside services.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts for the six months ended September 30, 2021 was a non-cash loss of $1,384,000, which represents an increase in expense of $10,186,000, or 115.7%, from the non-cash gain for six months ended September 30, 2020 of $8,802,000. This increase was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities which resulted in non-cash gains of $1,049,000 compared with $3,603,000 for the six months ended September 30, 2021 and 2020, respectively, due to movements in foreign exchange rates and (ii) the forward foreign currency exchange contracts which resulted in a non-cash loss of $2,433,000 compared with a non-cash gain of $5,199,000 for the six months ended September 30, 2021 and 2020, respectively, due to the changes in their fair values.



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  Table of Contents
Interest Expense

Interest Expense, net. Our interest expense, net, for the six months ended September 30, 2021 was $7,561,000, which represents a decrease of $462,000, or 5.8%, from the six months ended September 30, 2020 of $8,023,000. The decrease in interest expense was primarily due to lower interest rates and lower average outstanding balances under our credit facility, partially offset by lower interest income on our cash balances.

Provision for Income Taxes

Income Tax. We recorded income tax expense of $3,198,000, or an effective tax rate of 41.3%, and $5,075,000, or an effective tax rate of 29.4%, for the six months ended September 30, 2021 and 2020, respectively. Effective tax rates are based on current projections and any changes in future periods could result in an effective tax rate that is materially different from the current estimate. The effective tax rate for the six months ended September 30, 2021 was primarily impacted by (i) foreign income taxed at rates that are different from the federal statutory rate, (ii) non-deductible executive compensation under Internal Revenue Code Section 162(m), and (iii) specific jurisdictions that we do not expect to recognize the benefit of losses.

Liquidity and Capital Resources

Overview

We had working capital (current assets minus current liabilities) of $107,707,000 compared with $96,725,000, a ratio of current assets to current liabilities of 1.3:1.0, at September 30, 2021 and March 31, 2021, respectively. The increase in working capital was due primarily to the buildup of our inventory to meet anticipated future demand.

We generated cash during the six months ended September 30, 2021 from the use of our receivable discount programs and credit facility. As we manage through the impacts of the COVID-19 pandemic, we have access to our existing cash, as well as our available credit facilities to meet short-term liquidity needs. We believe our cash and cash equivalents, short-term investments, use of receivable discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future working capital needs, repayment of the current portion of our term loans, and lease and capital expenditure obligations over the next 12 months.

Share Repurchase Program

Our board of directors approved a stock repurchase program of up to $37,000,000 of our common stock. As of September 30, 2021, $16,831,000 was utilized and $20,169,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in our Credit Facility. We retired the 730,521 shares repurchased under this program through September 30, 2021. Our share repurchase program does not obligate us to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions.



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