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, through organic growth and acquisitions. 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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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 additional
spikes in infections 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. During the three months ended June 30,
2021 and 2020, these expanded benefits, supply costs and other COVID-19 related
costs resulted in $854,000 and $2,295,000, respectively, of total expense
included in cost of goods sold and operating expenses in the condensed
consolidated statements of operations.  During the three months ended June 30,
2021 and 2020, our Asian subsidiaries received $23,000 and $93,000,
respectively, from their local assistance programs. During the three months
ended June 30, 2020, we received $365,000, in payments from the Canadian
Government under the Canadian Emergency Wage Subsidy program. These payments are
recorded as a reduction of cost of goods sold and operating expenses in the
condensed consolidated statements of operations.

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Results of Operations for the Three Months Ended June 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
                                                       June 30,
                                                 2021             2020

Cash flow (used in) provided by operations $ (4,739,000 ) $ 22,388,000 Finished goods turnover (annualized) (1)

              4.5              3.4



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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 June 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
                                     June 30,
                              2021              2020
Net sales                 $ 149,034,000     $ 95,356,000
Cost of goods sold          125,463,000       81,969,000
Gross profit                 23,571,000       13,387,000
Gross profit percentage            15.8 %           14.0 %



Net Sales. Our net sales for the three months ended June 30, 2021 were
$149,034,000, which represents an increase of $53,678,000, or 56.3%, from the
three months ended June 30, 2020 of $95,356,000. 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. Our prior year net sales were also impacted by the COVID-19 pandemic.

Gross Profit. Our gross profit was $23,571,000, or 15.8% of net sales, for the
three months ended June 30, 2021 compared with $13,387,000, or 14.0% of net
sales, for the three months ended June 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.
Higher freight costs impacted gross profit by approximately $2,990,000, or 2.0%.
We also incurred additional expenses of $1,771,000 and $1,840,000 due to
COVID-19 related costs for inefficiencies in the supply chain, wages and
personal protective equipment during the three months ended June 30, 2021 and
2020, respectively.

Our gross profit for the three months ended June 30, 2021 and 2020 was also impacted by: (i) transition expenses in connection with the expansion of our operations in Mexico of $1,947,000 and $3,301,000, respectively, and (ii) amortization of core premiums paid to customers related to new business of $2,531,000 and $1,223,000, respectively.


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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, which
resulted in a write-down of $984,000 compared with $1,384,000, and (ii) customer
allowances and return accruals related to new business of $146,000 and $307,000
for the three months ended June 30, 2021 and 2020, respectively.

Operating Expenses

The following summarizes operating expenses:



                                                                           Three Months Ended
                                                                                June 30,
                                                                         2021              2020
General and administrative                                           $ 12,486,000      $ 11,687,000
Sales and marketing                                                     5,368,000         4,200,000
Research and development                                               

2,501,000 1,942,000 Foreign exchange impact of lease liabilities and forward contracts (2,533,000 ) (4,817,000 )

Percent of net sales



General and administrative                                                    8.4 %            12.3 %
Sales and marketing                                                           3.6 %             4.4 %
Research and development                                                      1.7 %             2.0 %

Foreign exchange impact of lease liabilities and forward contracts

  (1.7 )%           (5.1 )%



General and Administrative. Our general and administrative expenses for the
three months ended June 30, 2021 were $12,486,000, which represents an increase
of $799,000, or 6.8%, from the three months ended June 30, 2020 of $11,687,000.
General and administrative expenses decreased to 8.4% of net sales for the three
months ended June 30, 2021 compared with 12.3% in the prior year. The increase
in general and administrative expense was primarily due to (i) $997,000 of
increased costs at our offshore locations, primarily resulting from our
expansion in Mexico, (ii) $533,000 of increased share-based compensation due to
equity grants made to employees in June 2021, and (iii) $468,000 of increased
employee-related expenses, primarily due to salary reductions in the prior year
in response to the COVID-19 pandemic. These increases in general and
administrative expenses were partially offset by $1,396,000 decreased
professional services.

Sales and Marketing. Our sales and marketing expenses for the three months ended
June 30, 2021 were $5,368,000, which represents an increase of $1,168,000, or
27.8%, from the three months ended June 30, 2020 of $4,200,000. The increase in
sales and marketing expense was primarily due to our cost-cutting measures in
the prior year in response to COVID-19. These increases in sales and marketing
expense during the three months ended June 30, 2021 were primarily due to (i)
$407,000 of increased employee-related expenses, primarily due to salary
reductions in the prior year in response to the COVID-19 pandemic, (ii) $338,000
of increased advertising expense, (iii) $258,000 of increased commissions, and
(iv) $136,000 of increased travel.

Research and Development. Our research and development expenses for the three
months ended June 30, 2021 were $2,501,000, which represents an increase of
$559,000, or 28.8%, from the three months ended June 30, 2020 of $1,942,000. The
increase in research and development expense was primarily due to our
cost-cutting measures in the prior year in response to COVID-19. These increases
in research and development expenses during the three months ended June 30, 2021
were primarily due to (i) $319,000 of increased employee-related expenses,
primarily due to salary reductions in the prior year in response to the COVID-19
pandemic, (ii) $145,000 of increased samples for our library, and (iii) $78,000
of increased outside services.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts. The
remeasurement of our foreign currency-denominated lease liabilities resulted in
non-cash gains of $2,795,000 and $1,985,000 for the three months ended June 30,
2021 and 2020, respectively, due to movements in foreign exchange rates. In
addition, the forward foreign currency exchange contracts resulted in a non-cash
loss of $262,000 and a non-cash gain of $2,832,000 for the three months ended
June 30, 2021 and 2020, respectively, due to the changes in their fair values.

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Interest Expense

Interest Expense, net. Our interest expense, net, for the three months ended
June 30, 2021 was $3,941,000, which represents a decrease of $468,000, or 10.6%,
from the three months ended June 30, 2020 of $4,409,000. The decrease in
interest expense was primarily due to lower interest rates and lower average
outstanding balances under our credit facility.

Provision for Income Taxes



Income Tax. We recorded income tax expense of $947,000, or an effective tax rate
of 52.4%, and an income tax benefit of $1,022,000, or an effective tax rate of
25.3%, for the three months ended June 30, 2021 and 2020, respectively. The
effective tax rate for the three months ended June 30, 2021 was primarily
impacted by (i) specific jurisdictions that we do not expect to recognize the
benefit of losses, (ii) foreign income taxed at rates that are different from
the federal statutory rate, and (iii) non-deductible executive compensation
under Internal Revenue Code Section 162(m).

Liquidity and Capital Resources

Overview



We had working capital (current assets minus current liabilities) of
$105,403,000 and $96,725,000, a ratio of current assets to current liabilities
of 1.3:1.0, at June 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 three months ended June 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 June 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 June 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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