SecProbe.io

February 5, 2020
David Lee
Chief Financial Officer
Motorcar Parts of America, Inc.
2929 California Street
Torrance, CA 90503
Re:Motorcar Parts of America, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2019
Form 10-Q for the Period Ended September 30, 2019
Form 8-K filed November 12, 2019
File No. 001-33861
Dear Mr. Lee:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2019
Management's Annual Report on Internal Control over Financial Reporting, page 39
1.We note that your assessment of and conclusion on the effectiveness of internal control
over financial reporting did not include the internal controls of D&V Electronics which
was acquired in July 2017. Tell us how you considered the guidance in Question 3 of the
SEC's Frequently Asked Questions on Management's Report on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports in
concluding it was appropriate to omit an assessment of D&V Electronics. That guidance
indicates that "the period in which management may omit an assessment of an acquired
business' internal control over financial reporting from its assessment of the registrant's
internal control may not extend beyond one year from the date of acquisition, nor may
such assessment be omitted from more than one annual management report on internal
control over financial reporting."

 FirstName LastNameDavid Lee
 Comapany NameMotorcar Parts of America, Inc.
 February 5, 2020 Page 2
 FirstName LastNameDavid Lee
Motorcar Parts of America, Inc.
February 5, 2020
Page 2
2.Similarly, please explain to us how your auditors considered the guidance in Question 3 of
the SEC's Frequently Asked Questions on Management's Report on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports in
concluding not to include an evaluation of the internal control over financial reporting of
D&V Electronics in their audit.
Form 10-Q for the Period Ended September 30, 2019
Notes to Condensed Consolidated Financial Statements
17. Commitments and Contingencies
Contingencies, page 22
3.Please revise your disclosure relating to the U.S. Customs and Border Protection claim in
future filings to also clearly disclose (i)  the nature of any accrual you recorded, and (ii) an
estimate of the reasonably possible loss or range of loss in addition to any amounts
accrued or a statement that such an estimate cannot be made. Refer to ASC 450-20-50.

Form 8-K filed November 12, 2019
Exhibit 99.1
4.You present non-GAAP measures for adjusted net sales, adjusted net income, adjusted
gross profit and adjusted EBTIDA that reflect adjustments for return and stock adjustment
accruals as well as customer allowances related to new business, the impact of sales price
increases related to tariffs, the core sales and cost (recovery) related to a cancelled
contract, and new product line costs.  Your non-GAAP measures appear to substitute
individually tailored recognition and measurement methods for those of GAAP. Please tell
us how you considered the guidance in Question 100.04 of the Compliance and Disclosure
Interpretation on non-GAAP measures in concluding that each adjustment was
appropriate.
5.We note that you adjust several of your non-GAAP measures for "acquisition, financing
transition, severance, new business, earn-out accruals from acquisitions, restatement-
related fees and other costs."  In addition, these items appear to be recurring in nature
since you reported similar costs in several comparable periods. Please address the
following:

•Describe to us each of the items and quantify each category of costs included in the
adjustment.
•Tell us how the amounts reflected in the adjustments reconcile to the amounts
discussed in the MD&A of your Form 10-Q for the period ended September 30,
2019.
•Tell us how you considered the guidance in Item 10(e) of Regulation S-K which
prohibits adjusting a non-GAAP financial performance measure to eliminate or

 FirstName LastNameDavid Lee
 Comapany NameMotorcar Parts of America, Inc.
 February 5, 2020 Page 3
 FirstName LastName
David Lee
Motorcar Parts of America, Inc.
February 5, 2020
Page 3
smooth items identified as unusual when the nature of the charge or gain is such that
it is reasonably likely to recur within two years or there was a similar charge or gain
within the prior two years. Otherwise, revise your presentations in future filings to
comply.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777 or Martin James, Senior Advisor, at
(202) 551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing