UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30,~~DECEMBER 31, 2023

☐	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. 001-33861

MOTORCAR PARTS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

New York		11-2153962
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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 pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MPAA	The Nasdaq Global Select Market

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

There were ~~19,607,445~~19,662,380 shares of Common Stock outstanding at ~~November~~February 2, ~~2023.~~2024.

MOTORCAR PARTS OF AMERICA, INC.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2526
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	3437
	Item 4. Controls and Procedures	3437

PART II — OTHER INFORMATION
	Item 1. Legal Proceedings	3639
	Item 1A. Risk Factors	3639
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3639
	Item 3. Defaults Upon Senior Securities	3639
	Item 5. Other Information	3640
	Item 6. Exhibits	3741
	SIGNATURES	4044

Table of Contents

MOTORCAR PARTS OF AMERICA, INC.

GLOSSARY

The following terms are frequently used in the text of this report and have the meanings indicated below.

“Used Core” — An automobile part which has previously been used in the operation of a vehicle. Generally, the Used Core is an original equipment (“OE”) automobile part installed by the vehicle manufacturer and subsequently removed for replacement. Used Cores contain salvageable parts, which are an important raw material in the remanufacturing process. We obtain most Used Cores by providing credits to our customers for Used Cores returned to us under our core exchange programs. Our customers receive these Used Cores from consumers who deliver a Used Core to obtain credit from our customers upon the purchase of a newly remanufactured automobile part. When sufficient Used Cores are not available from our customers, we purchase Used Cores from core brokers, who are in the business of buying and selling Used Cores. The Used Cores purchased from core brokers or returned to us by our customers under the core exchange programs, and which have been physically received by us, are part of our raw material and work-in-process inventory. Used Cores returned by consumers to our customers but not yet returned to us are classified as contract assets until we physically receive these Used Cores.

“Remanufactured Core” — The Used Core underlying an automobile part that has gone through the remanufacturing process and through that process has become part of a newly remanufactured automobile part. The remanufacturing process takes a Used Core, breaks it down into its component parts, replaces those components that cannot be reused and reassembles the salvageable components of the Used Core and additional new components into a remanufactured automobile part. Remanufactured Cores held for sale at our customer locations are included in long-term contract assets. The Remanufactured Core portion of stock adjustment returns are classified as contract assets until we physically receive them.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1.

Financial Statements

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30, 2023		March 31, 2023			December 31, 2023			March 31, 2023
ASSETS	(Unaudited)						(Unaudited)
Current assets:
Cash and cash equivalents	$	10,293,000	$	11,596,000			$	12,155,000		$	11,596,000
Short-term investments		2,036,000		2,011,000				2,206,000			2,011,000
Accounts receivable — net		161,120,000		119,868,000				93,008,000			119,868,000
Inventory		366,405,000		356,254,000				393,777,000			356,254,000
Contract assets		29,946,000		25,443,000				25,236,000			25,443,000
Prepaid expenses and other current assets		18,415,000		22,306,000				17,978,000			22,306,000
Total current assets		588,215,000		537,478,000				544,360,000			537,478,000
Plant and equipment — net		41,368,000		46,052,000				39,644,000			46,052,000
Operating lease assets		84,881,000		87,619,000				85,187,000			87,619,000
Long-term deferred income taxes		32,206,000		32,625,000				2,447,000			32,625,000
Long-term contract assets		313,613,000		318,381,000				318,323,000			318,381,000
Goodwill and intangible assets — net		4,721,000		5,348,000				4,461,000			5,348,000
Other assets		1,768,000		1,062,000				1,511,000			1,062,000
TOTAL ASSETS	$	1,066,772,000	$	1,028,565,000			$	995,933,000		$	1,028,565,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	162,879,000	$	141,766,000			$	178,881,000		$	141,766,000
Customer finished goods returns accrual		29,956,000		37,984,000				37,883,000			37,984,000
Contract liabilities		53,368,000		40,340,000				43,848,000			40,340,000
Revolving loan		165,000,000		145,200,000				115,000,000			145,200,000
Other current liabilities		5,032,000		4,871,000				5,369,000			4,871,000
Operating lease liabilities		8,737,000		8,767,000				8,564,000			8,767,000
Current portion of term loan		-		3,664,000				-			3,664,000
Total current liabilities		424,972,000		382,592,000				389,545,000			382,592,000
Term loan, less current portion		-		9,279,000				-			9,279,000
Convertible notes, related party		31,819,000		30,994,000				33,226,000			30,994,000
Long-term contract liabilities		198,086,000		193,606,000				206,590,000			193,606,000
Long-term deferred income taxes		73,000		718,000				74,000			718,000
Long-term operating lease liabilities		75,698,000		79,318,000				73,725,000			79,318,000
Other liabilities		10,988,000		11,583,000				11,021,000			11,583,000
Total liabilities		741,636,000		708,090,000				714,181,000			708,090,000
Commitments and contingencies
Shareholders’ equity:
Preferred stock; par value $0.01 per share, 5,000,000 shares authorized; none issued		-		-				-			-
Series A junior participating preferred stock; par value $0.01 per share, 20,000 shares authorized; none issued		-		-				-			-
Common stock; par value $0.01 per share, 50,000,000 shares authorized; 19,599,195 and 19,494,615 shares issued and outstanding at September 30, 2023 and March 31, 2023, respectively		196,000		195,000
Common stock; par value $0.01 per share, 50,000,000 shares authorized; 19,662,380 and 19,494,615 shares issued and outstanding at December 31, 2023 and March 31, 2023, respectively								197,000			195,000
Additional paid-in capital		234,399,000		231,836,000				235,823,000			231,836,000
Retained earnings		85,379,000		88,747,000				38,165,000			88,747,000
Accumulated other comprehensive income (loss)		5,162,000		(303,000	)			7,567,000			(303,000	)
Total shareholders’ equity		325,136,000		320,475,000				281,752,000			320,475,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,066,772,000	$	1,028,565,000			$	995,933,000		$	1,028,565,000

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						December 31,						December 31,
	2023			2022			2023			2022			2023			2022			2023			2022

Net sales	$	196,639,000		$	172,543,000		$	356,344,000		$	336,528,000		$	171,862,000		$	151,819,000		$	528,206,000		$	488,347,000
Cost of goods sold		155,491,000			146,027,000			288,629,000			279,710,000			141,819,000			130,826,000			430,448,000			410,536,000
Gross profit		41,148,000			26,516,000			67,715,000			56,818,000			30,043,000			20,993,000			97,758,000			77,811,000
Operating expenses:
General and administrative		14,325,000			14,846,000			26,927,000			28,480,000			15,198,000			13,599,000			42,125,000			42,079,000
Sales and marketing		5,688,000			6,066,000			11,107,000			11,608,000			5,931,000			5,634,000			17,038,000			17,242,000
Research and development		2,438,000			2,670,000			4,813,000			5,783,000			2,539,000			2,547,000			7,352,000			8,330,000
Foreign exchange impact of lease liabilities and forward contracts		4,760,000			1,082,000			490,000			1,760,000			(3,149,000	)		(4,313,000	)		(2,659,000	)		(2,553,000	)
Total operating expenses		27,211,000			24,664,000			43,337,000			47,631,000			20,519,000			17,467,000			63,856,000			65,098,000
Operating income		13,937,000			1,852,000			24,378,000			9,187,000			9,524,000			3,526,000			33,902,000			12,713,000
Other expenses:
Interest expense, net		15,383,000			9,283,000			27,103,000			16,204,000			18,297,000			11,471,000			45,400,000			27,675,000
Change in fair value of compound net derivative liability		390,000			-			530,000			-			1,160,000			-			1,690,000			-
Loss on extinguishment of debt		168,000			-			168,000			-			-			-			168,000			-
Total other expenses		15,941,000			9,283,000			27,801,000			16,204,000			19,457,000			11,471,000			47,258,000			27,675,000
Loss before income tax benefit		(2,004,000	)		(7,431,000	)		(3,423,000	)		(7,017,000	)
Income tax benefit		(46,000	)		(914,000	)		(55,000	)		(325,000	)
Net loss	$	(1,958,000	)	$	(6,517,000	)	$	(3,368,000	)	$	(6,692,000	)
Basic net loss per share	$	(0.10	)	$	(0.34	)	$	(0.17	)	$	(0.35	)
Diluted net loss per share	$	(0.10	)	$	(0.34	)	$	(0.17	)	$	(0.35	)
Loss before income tax expense (benefit)														(9,933,000	)		(7,945,000	)		(13,356,000	)		(14,962,000	)
Income tax expense (benefit)														37,281,000			(8,971,000	)		37,226,000			(9,296,000	)
Net (loss) income													$	(47,214,000	)	$	1,026,000		$	(50,582,000	)	$	(5,666,000	)
Basic net (loss) income per share													$	(2.40	)	$	0.05		$	(2.58	)	$	(0.29	)
Diluted net (loss) income per share													$	(2.40	)	$	0.05		$	(2.58	)	$	(0.29	)
Weighted average number of shares outstanding:
Basic		19,599,162			19,272,557			19,554,142			19,197,181			19,634,306			19,474,871			19,580,960			19,383,531
Diluted		19,599,162			19,272,557			19,554,142			19,197,181			19,634,306			19,634,153			19,580,960			19,383,531

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~

(Unaudited)

Three Months Ended Six Months Ended
September 30,
September 30,

2023 2022 2023 2022

Net loss
$ (1,958,000 ) $ (6,517,000 ) $ (3,368,000 ) $ (6,692,000 )
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)
2,122,000 687,000 5,465,000 (181,000 )
Total other comprehensive income (loss), net of tax 2,122,000 687,000 5,465,000 (181,000 )
Comprehensive income (loss)
$ 164,000 $ (5,830,000 ) $ 2,097,000 $ (6,873,000 )

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2023			2022		2023			2022

Net (loss) income	$	(47,214,000	)	$	1,026,000	$	(50,582,000	)	$	(5,666,000	)
Other comprehensive income, net of tax:
Foreign currency translation gain		2,405,000			2,123,000		7,870,000			1,942,000
Total other comprehensive income, net of tax		2,405,000			2,123,000		7,870,000			1,942,000
Comprehensive (loss) income	$	(44,809,000	)	$	3,149,000	$	(42,712,000	)	$	(3,724,000	)

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

	Common Stock																Common Stock
	Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total			Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total

Balance at March 31, 2023		19,494,615	$	195,000	$	231,836,000		$	88,747,000		$	(303,000	)	$	320,475,000			19,494,615	$	195,000	$	231,836,000		$	88,747,000		$	(303,000	)	$	320,475,000
Compensation recognized under employee stock plans		-		-		1,310,000			-			-			1,310,000			-		-		1,310,000			-			-			1,310,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes		104,530		1,000		(280,000	)		-			-			(279,000	)		104,530		1,000		(280,000	)		-			-			(279,000	)
Foreign currency translation		-		-		-			-			3,343,000			3,343,000			-		-		-			-			3,343,000			3,343,000
Net loss		-		-		-			(1,410,000	)		-			(1,410,000	)		-		-		-			(1,410,000	)		-			(1,410,000	)
Balance at June 30, 2023		19,599,145	$	196,000	$	232,866,000		$	87,337,000		$	3,040,000		$	323,439,000			19,599,145	$	196,000	$	232,866,000		$	87,337,000		$	3,040,000		$	323,439,000
Compensation recognized under employee stock plans		-		-		1,533,000			-			-			1,533,000			-		-		1,533,000			-			-			1,533,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes		50		-		-			-			-			-			50		-		-			-			-			-
Foreign currency translation		-		-		-			-			2,122,000			2,122,000			-		-		-			-			2,122,000			2,122,000
Net loss		-		-		-			(1,958,000	)		-			(1,958,000	)		-		-		-			(1,958,000	)		-			(1,958,000	)
Balance at September 30, 2023		19,599,195	$	196,000	$	234,399,000		$	85,379,000		$	5,162,000		$	325,136,000			19,599,195	$	196,000	$	234,399,000		$	85,379,000		$	5,162,000		$	325,136,000
Compensation recognized under employee stock plans																		-		-		1,425,000			-			-			1,425,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes																		63,185		1,000		(1,000	)		-			-			-
Foreign currency translation																		-		-		-			-			2,405,000			2,405,000
Net loss																		-		-		-			(47,214,000	)		-			(47,214,000	)
Balance at December 31, 2023																		19,662,380	$	197,000	$	235,823,000		$	38,165,000		$	7,567,000		$	281,752,000

	Common Stock																Common Stock
	Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total			Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total

Balance at March 31,2022		19,104,751	$	191,000	$	227,184,000		$	92,954,000		$	(5,066,000	)	$	315,263,000			19,104,751	$	191,000	$	227,184,000		$	92,954,000		$	(5,066,000	)	$	315,263,000
Compensation recognized under employee stock plans		-		-		1,249,000			-			-			1,249,000			-		-		1,249,000			-			-			1,249,000
Exercise of stock options, net of shares withheld for employee taxes		25,543		-		191,000			-			-			191,000			25,543		-		191,000			-			-			191,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes		84,684		1,000		(895,000	)		-			-			(894,000	)		84,684		1,000		(895,000	)		-			-			(894,000	)
Foreign currency translation		-		-		-			-			(868,000	)		(868,000	)		-		-		-			-			(868,000	)		(868,000	)
Net loss		-		-		-			(175,000	)		-			(175,000	)		-		-		-			(175,000	)		-			(175,000	)
Balance at June 30, 2022		19,214,978	$	192,000	$	227,729,000		$	92,779,000		$	(5,934,000	)	$	314,766,000			19,214,978	$	192,000	$	227,729,000		$	92,779,000		$	(5,934,000	)	$	314,766,000
Compensation recognized under employee stock plans		-		-		1,251,000			-			-			1,251,000			-		-		1,251,000			-			-			1,251,000
Exercise of stock options, net of shares withheld for employee taxes		193,378		2,000		584,000			-			-			586,000			193,378		2,000		584,000			-			-			586,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes		14,792		-		(75,000	)		-			-			(75,000	)		14,792		-		(75,000	)		-			-			(75,000	)
Foreign currency translation		-		-		-			-			687,000			687,000			-		-		-			-			687,000			687,000
Net loss		-		-		-			(6,517,000	)		-			(6,517,000	)		-		-		-			(6,517,000	)		-			(6,517,000	)
Balance at September 30, 2022		19,423,148	$	194,000	$	229,489,000		$	86,262,000		$	(5,247,000	)	$	310,698,000			19,423,148	$	194,000	$	229,489,000		$	86,262,000		$	(5,247,000	)	$	310,698,000
Compensation recognized under employee stock plans																		-		-		1,021,000			-			-			1,021,000
Exercise of stock options, net of shares withheld for employee taxes																		14,058		-		121,000			-			-			121,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes																		53,653		1,000		(1,000	)		-			-			-
Foreign currency translation																		-		-		-			-			2,123,000			2,123,000
Net income																		-		-		-			1,026,000			-			1,026,000
Balance at December 31, 2022																		19,490,859	$	195,000	$	230,630,000		$	87,288,000		$	(3,124,000	)	$	314,989,000

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended						Nine Months Ended
	September 30,						December 31,
	2023			2022			2023			2022
Cash flows from operating activities:
Net loss	$	(3,368,000	)	$	(6,692,000	)	$	(50,582,000	)	$	(5,666,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		5,966,000			6,214,000			8,844,000			9,322,000
Amortization of interest and loss on extinguishment of debt		1,772,000			698,000			2,528,000			1,131,000
Accrued interest on convertible notes, related party		1,600,000			-			2,400,000			-
Amortization of core premiums paid to customers		4,994,000			5,759,000			7,627,000			8,670,000
Amortization of finished goods premiums paid to customers		370,000			349,000			575,000			513,000
Noncash lease expense		5,063,000			3,873,000			7,614,000			5,955,000
Foreign exchange impact of lease liabilities and forward contracts		490,000			1,760,000			(2,659,000	)		(2,553,000	)
Change in fair value of compound net derivative liability		530,000			-			1,690,000			-
(Gain) loss on short -term investments		(86,000	)		387,000
(Gain) loss on short-term investments								(237,000	)		281,000
Net provision for inventory reserves		6,770,000			8,715,000			9,637,000			14,248,000
Net provision for customer payment discrepancies and credit losses		1,419,000			1,012,000			1,112,000			1,250,000
Deferred income taxes		(145,000	)		(1,230,000	)		29,721,000			212,000
Share-based compensation expense		2,843,000			2,500,000			4,268,000			3,521,000
Loss on disposal of plant and equipment		8,000			16,000			9,000			17,000
Changes in operating assets and liabilities:
Accounts receivable		(42,576,000	)		3,370,000			26,272,000			7,560,000
Inventory		(16,871,000	)		(26,286,000	)		(46,558,000	)		(20,888,000	)
Prepaid expenses and other current assets		1,962,000			(3,039,000	)		5,316,000			(12,696,000	)
Other assets		(704,000	)		(70,000	)		(392,000	)		314,000
Accounts payable and accrued liabilities		24,509,000			4,176,000			38,734,000			(19,518,000	)
Customer finished goods returns accrual		(8,065,000	)		(10,533,000	)		(190,000	)		(5,054,000	)
Contract assets		(4,971,000	)		(15,556,000	)		(7,639,000	)		(14,486,000	)
Contract liabilities		16,953,000			16,126,000			15,561,000			14,700,000
Operating lease liabilities		(4,090,000	)		(3,249,000	)		(6,368,000	)		(5,135,000	)
Other liabilities		457,000			(5,254,000	)		1,162,000			(3,126,000	)
Net cash used in operating activities		(5,170,000	)		(16,954,000	)
Net cash provided by (used in) operating activities								48,445,000			(21,428,000	)
Cash flows from investing activities:
Purchase of plant and equipment		(169,000	)		(2,644,000	)		(462,000	)		(3,607,000	)
Purchase of short -term investments		61,000			(173,000	)
Purchase of short-term investments								42,000			(248,000	)
Net cash used in investing activities		(108,000	)		(2,817,000	)		(420,000	)		(3,855,000	)
Cash flows from financing activities:
Borrowings under revolving loan		32,005,000			40,000,000			64,005,000			58,000,000
Repayments of revolving loan		(12,205,000	)		(32,000,000	)		(94,205,000	)		(38,000,000	)
Repayments of term loan		(13,125,000	)		(1,875,000	)		(13,125,000	)		(2,813,000	)
Payments for debt issuance costs		(1,426,000	)		(21,000	)		(2,617,000	)		(376,000	)
Payments on finance lease obligations		(962,000	)		(1,223,000	)		(1,425,000	)		(1,842,000	)
Exercise of stock options, net of cash used to pay employee taxes		-			777,000			-			898,000
Cash used to net share settle equity awards		(279,000	)		(969,000	)		(279,000	)		(969,000	)
Net cash provided by financing activities		4,008,000			4,689,000
Net cash (used in) provided by financing activities								(47,646,000	)		14,898,000
Effect of exchange rate changes on cash and cash equivalents		(33,000	)		(323,000	)		180,000			(52,000	)
Net decrease in cash and cash equivalents		(1,303,000	)		(15,405,000	)
Net increase (decrease) in cash and cash equivalents								559,000			(10,437,000	)
Cash and cash equivalents — Beginning of period		11,596,000			23,016,000			11,596,000			23,016,000
Cash and cash equivalents — End of period	$	10,293,000		$	7,611,000		$	12,155,000		$	12,579,000
Supplemental disclosures of cash flow information:
Cash paid for interest, net	$	23,831,000		$	15,343,000		$	40,826,000		$	26,425,000
Cash paid for income taxes, net of refunds		4,890,000			12,336,000			8,143,000			13,135,000
Cash paid for operating leases		6,558,000			5,642,000			10,025,000			8,760,000
Cash paid for finance leases		1,081,000			1,355,000			1,595,000			2,042,000
Plant and equipment acquired under finance leases		33,000			529,000			33,000			609,000
Assets acquired under operating leases		867,000			967,000			879,000			7,530,000
Non-cash capital expenditures		120,000			272,000			71,000			77,000
Debt issuance costs included in accounts payable and accrued liabilities		97,000			-			1,340,000			-

The accompanying notes to condensed consolidated financial statements are an integral part hereof.

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~September 30~~December 31, 2023

(Unaudited)

1. Company Background and Organization

Motorcar Parts of America, Inc. and its subsidiaries (the “Company”, or “MPA”) is a leading supplier of automotive aftermarket non-discretionary replacement parts, and test solutions and diagnostic equipment. These replacement parts are primarily sold to automotive retail chain stores and warehouse distributors throughout North America and to major automobile manufacturers for both their aftermarket programs and warranty replacement programs (“OES”). The Company’s test solutions and diagnostic equipment primarily serves the global automotive component and powertrain testing market. The Company’s products include (i) light duty and heavy duty 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, brake shoes, and brake master cylinders, and (iv) other products, which include (a) turbochargers and (b) test solutions and diagnostic equipment including: (i) applications for combustion engine vehicles, including bench top testers for alternators and starters, (ii) equipment for the pre- and post-production of electric vehicles, and (iii) software emulation of power system applications for the electrification of all forms of transportation (including automobiles, trucks, the emerging electrification of systems within the aerospace industry, and electric vehicle charging stations).

2. Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~September~~December ~~30,~~31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2024. This report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2023, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 14, 2023.

The accompanying condensed consolidated financial statements have been prepared on a consistent basis with, and there have been no material changes to, except as noted below, the accounting policies described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements that are presented in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023.

Recently Adopted Accounting Pronouncements

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations. This standard requires qualitative and quantitative disclosures to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of supplier finance programs. The guidance is effective for fiscal years beginning after December 15, 2022.

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During the three months ended December 31, 2023, the Company launched a supplier finance program as part of its ongoing efforts to improve cash flow and liquidity. This program allows certain of the Company’s suppliers to sell their receivables due from the Company to a participating financial institution at the sole discretion of both the supplier and the financial institution. The program is administered by a third party. The Company has no economic interest in the sale of these receivables and no direct relationship with the financial institution. Payments to the third-party administrator are based on services rendered and are not related to the volume or number of financing agreements between suppliers, financial institution, and the third-party administrator. The Company is not a party to agreements negotiated between participating suppliers and the financial institution. The Company’s obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier’s decision to participate in this program. The Company does not provide guarantees and there are no assets pledged to the financial institution or the third-party administrator for the committed payment in connection with this program. Any amounts confirmed as outstanding supplier invoices are included within accounts payable on the condensed consolidated balance sheets. As of December 31, 2023, the Company had no outstanding supplier obligations confirmed under this program.

Accounting Pronouncements Not Yet Adopted

Disclosure Improvements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This standard was issued in response to the SEC’s disclosure update and simplification initiative, which affects a variety of topics within the Accounting Standards Codification. The amendments apply to all reporting entities within the scope of the affected topics unless otherwise indicated. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This standard requires the Company to disclose significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment operating results. The standard also requires the Company to disclose the total amount of any other items included in segment operating results, which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires the Company to annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied prospective basis, although optional retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

3. Accounts Receivable — Net

The Company has trade accounts receivable that result from the sale of goods and services. Accounts receivable — net includes offset accounts related to allowances for credit losses, customer payment discrepancies, and returned goods authorizations (“RGAs”) issued for in-transit unit returns. The Company uses accounts receivable discount programs with certain customers and their respective banks (see Note 10).

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Accounts receivable — net is comprised of the following:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Accounts receivable — trade	$	182,879,000		$	136,076,000		$	109,804,000		$	136,076,000
Allowance for credit losses		(312,000	)		(339,000	)		(189,000	)		(339,000	)
Customer payment discrepancies		(1,848,000	)		(1,634,000	)		(1,360,000	)		(1,634,000	)
Customer returns RGA issued		(19,599,000	)		(14,235,000	)		(15,247,000	)		(14,235,000	)
Total accounts receivable — net	$	161,120,000		$	119,868,000		$	93,008,000		$	119,868,000

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4. Inventory

Inventory is comprised of the following:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Inventory
Raw materials	$	152,835,000		$	147,880,000		$	167,612,000		$	147,880,000
Work-in-process		11,078,000			7,033,000			9,872,000			7,033,000
Finished goods		200,270,000			201,198,000			213,239,000			201,198,000
		364,183,000			356,111,000			390,723,000			356,111,000
Less allowance for excess and obsolete inventory		(16,490,000	)		(16,436,000	)		(16,429,000	)		(16,436,000	)
Inventory — net		347,693,000			339,675,000			374,294,000			339,675,000
Inventory unreturned		18,712,000			16,579,000			19,483,000			16,579,000
Total inventory	$	366,405,000		$	356,254,000		$	393,777,000		$	356,254,000

5. Contract Assets

During the three months ended ~~September 30,~~December 31, 2023 and 2022, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations by ~~$1,995,000~~$1,607,000 and ~~$1,269,000,~~$863,000, respectively. During the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations by ~~$2,773,000~~$4,380,000 and ~~$1,841,000,~~$2,704,000, respectively.

Contract assets are comprised of the following:

	September 30, 2023		March 31, 2023		December 31, 2023		March 31, 2023
Short-term contract assets
Cores expected to be returned by customers	$	17,982,000	$	13,463,000	$	13,338,000	$	13,463,000
Core premiums paid to customers		9,669,000		9,812,000		9,684,000		9,812,000
Upfront payments to customers		1,509,000		1,593,000		1,471,000		1,593,000
Finished goods premiums paid to customers		786,000		575,000		743,000		575,000
Total short-term contract assets	$	29,946,000	$	25,443,000	$	25,236,000	$	25,443,000
Long-term contract assets
Remanufactured cores held at customers’ locations	$	269,371,000	$	271,628,000	$	275,768,000	$	271,628,000
Core premiums paid to customers		34,493,000		38,310,000		32,384,000		38,310,000
Long-term core inventory deposits		5,569,000		5,569,000		5,569,000		5,569,000
Finished goods premiums paid to customers		2,604,000		2,530,000		2,481,000		2,530,000
Upfront payments to customers		1,576,000		344,000		2,121,000		344,000
Total long-term contract assets	$	313,613,000	$	318,381,000	$	318,323,000	$	318,381,000

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6. Significant Customer and Other Information

Significant Customer Concentrations

The largest customers accounted for the following percentage of consolidated net sales:

	Three Months Ended September 30,						Six Months Ended September 30,						Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Net sales
Customer A		37	%		39	%		35	%		38	%		34	%		36	%		35	%		38	%
Customer C		27	%		26	%		27	%		23	%		26	%		21	%		27	%		22	%
Customer B		21	%		20	%		20	%		22	%		23	%		27	%		21	%		24	%
Customer D		4	%		4	%		5	%		4	%		4	%		4	%		5	%		4	%

Revenues for Customers A through C were derived from the Hard Parts segment and Test Solutions and Diagnostic Equipment segment. Revenues for Customer D were derived from the Hard Parts segment. See Note 17 for a discussion of the Company’s segments.

The largest customers accounted for the following percentage of accounts receivable – trade:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Accounts receivable - trade
Customer A		40	%		33	%		40	%		33	%
Customer B								20	%		18	%
Customer C		24	%		21	%		12	%		21	%
Customer B		17	%		18	%
Customer D		6	%		12	%		8	%		12	%

Geographic and Product Information

The Company’s products are sold predominantly in North America and accounted for the following percentages of consolidated net sales:

	Three Months Ended September 30,						Six Months Ended September 30,						Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Product line
Rotating electrical products		67	%		67	%		66	%		67	%		65	%		66	%		66	%		67	%
Brake-related products		20	%		20	%		21	%		19	%		21	%		20	%		21	%		19	%
Wheel hub products		9	%		11	%		10	%		11	%		11	%		10	%		10	%		11	%
Other products		4	%		2	%		3	%		3	%		3	%		4	%		3	%		3	%
		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Significant Supplier Concentrations

The Company had no suppliers that accounted for more than 10% of inventory purchases for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022.

7. Debt

The Company is party to a $268,620,000 senior secured financing, (as amended from time to time, the “Credit Facility”), consisting of a $238,620,000 revolving loan facility (the “Revolving Facility”), subject to certain restrictions, and a $30,000,000 term loan facility (the “Term Loans”). ~~The~~Prior to the eighth amendment discussed below, the loans under the Credit Facility were scheduled to mature on May 28, ~~2026 and the~~2026. The lenders have a security interest in substantially all of the assets of the Company.

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On August 3, 2023, the Company entered into a seventh amendment to the Credit Facility, which among other things, (i) permitted the Company to repay its outstanding balance of Term Loans, (ii) permitted the exclusion of quarterly principal payments of Term Loans from the fixed charge coverage ratio (including retrospectively for the prior periods) for all quarters beginning June 30, 2023, (iii) reset the fixed charge coverage ratio financial covenant level for the quarters ending September 30, 2023 and December 31, 2023, (iv) eliminated the senior leverage ratio financial covenant effective with the quarter ended June 30, 2023, (v) extended the minimum undrawn availability financial covenant through the delivery of the June 30, 2024 compliance certificate, and (vi) excluded the amount of all amendment fees and expenses incurred in connection with this amendment as well as prior unamortized fees associated with the Term Loans from bank EBITDA and the fixed charge coverage ratio financial covenant.

On August 3, 2023, the Company repaid the remaining outstanding balance of its Term Loans and recorded a loss on extinguishment of debt for the remaining unamortized debt issuance costs of $168,000 in the condensed consolidated statement of operations.

On December 12, 2023, the Company entered into an eighth amendment to the Credit Facility, which among other things, (i) extended the maturity date to December 12, 2028 from May 28, 2026, (ii) amended the definition of “Applicable Margin” to provide for a pricing grid, with the Applicable Margin for Term SOFR loans ranging from 2.75% to 3.25% and the Applicable Margin for base rate loans ranging from 1.75% to 2.25%, in each case based on average daily undrawn availability for the most recently completed calendar quarter, (iii) amended the existing fixed charge coverage ratio financial covenant that is only tested if undrawn availability (which may include up to $8,000,000 of suppressed availability) is less than 22.5% of the aggregate revolving commitments, and (iv) amended the definitions of Consolidated EBITDA and fixed charge coverage ratio and certain component definitions used therein.

The Company had $115,000,000 and $145,200,000 outstanding under the Revolving Facility at December 31, 2023 and March 31, 2023, respectively. In addition, $6,370,000 was outstanding for letters of credit at December 31, 2023. At December 31, 2023, after certain contractual adjustments, $114,168,000 was available under the Revolving Facility. The interest rate on the Company’s Revolving Facility was 8.71% and 8.13% respectively, at December 31, 2023 and March 31, 2023, respectively.

The Credit Facility, as amended, requires the Company to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of aggregate revolving commitments and a specified minimum undrawn availability. At December 31, 2023, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested. The Company was in compliance with these covenants as of ~~September 30,~~December 31, 2023.

The Company had $165,000,000 and $145,200,000 outstanding under the Revolving Facility at September 30, 2023 and March 31, 2023, respectively. In addition, $6,370,000 was outstanding for letters of credit at September 30, 2023. At September 30, 2023, after certain contractual adjustments, $67,250,000 was available under the Revolving Facility. The interest rate on the Company’s Revolving Facility was 8.68% and 8.13% respectively, at September 30, 2023 and March 31, 2023, respectively.

Convertible Notes

On March 31, 2023, the Company entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in kind or (ii) in cash, annually in arrears on April 1 of each year, commencing on April 1, 2024. The Convertible Notes have an initial conversion price of approximately $15.00 per share of common stock (“Conversion Option”). Unless and until the Company delivers a redemption notice, the Purchasers of the Convertible Notes may convert their Convertible Notes at any time at their option. Upon conversion, the Convertible Notes will be settled in shares of the Company’s common stock. Except in the case of the occurrence of a fundamental transaction, as defined in the form of convertible promissory note, the Company may not redeem the Convertible Notes prior to March 31, 2026. After March 31, 2026, the Company may redeem all or part of the Convertible Notes for a cash purchase (the “Company Redemption”) price.

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On June 8, 2023, the Company entered into the first amendment to the Note Purchase Agreement, which among other things, removed a provision that specified the Purchasers would be entitled to receive a dividend or distribution payable in certain circumstances. This amendment was effective as of March 31, 2023.

On August 1, 2023, the Company entered into the second amendment to the Note Purchase Agreement, which amended the definition of “Permitted Restricted Payments” to permit the prepayment of the Company’s Term Loans.

~~Table of Contents~~

The Company’s Convertible Notes are comprised of the following:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023

Principal amount of Convertible Notes	$	32,000,000		$	32,000,000		$	32,000,000		$	32,000,000
Less: unamortized debt discount attributed to Compound Net Derivative Liability		(8,021,000	)		(8,430,000	)		(7,804,000	)		(8,430,000	)
Less: unamortized debt discount attributed to debt issuance costs		(1,120,000	)		(1,006,000	)		(1,090,000	)		(1,006,000	)
Carrying amount of the Convertible Notes		22,859,000			22,564,000			23,106,000			22,564,000
Plus: Compound Net Derivative Liability		8,960,000			8,430,000			10,120,000			8,430,000
Net carrying amount of Convertible Notes, related party	$	31,819,000		$	30,994,000		$	33,226,000		$	30,994,000

In connection with the Note Purchase Agreement, the Company entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at ~~September 30,~~December 31, 2023 and March 31, 2023.

The Company Redemption option has been combined with the Conversion Option as a compound net derivative liability (the “Compound Net Derivative Liability”). The Compound Net Derivative Liability has been recorded within convertible note, related party in the condensed consolidated balance sheets at ~~September 30,~~December 31, 2023 and March 31, 2023. The fair value of the Conversion Option and the Company Redemption option using Level 3 inputs and the Monte Carlo simulation model was a liability of ~~$11,300,000~~$13,500,000 and $10,400,000, and an asset of ~~$2,340,000~~$3,380,000 and $1,970,000 at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively. During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023, the Company recorded ~~$390,000~~$1,160,000 and ~~$530,000,~~$1,690,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statement of operations and condensed consolidated statement of cash flows.

The Convertible Notes also contain additional features, such as, default interest and options related to a fundamental transaction, which were not separately accounted for as the value of such features were not material at ~~September 30,~~December 31, 2023 and March 31, 2023.

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	September 30,		September 30,		December 31,		December 31,
	2023		2023		2023		2023
Contractual interest expense	$	800,000	$	1,600,000	$	800,000	$	2,400,000
Accretion of debt discount		208,000		409,000		217,000		626,000
Amortization of debt issuance costs		30,000		57,000		30,000		87,000
Total interest expense	$	1,038,000	$	2,066,000	$	1,047,000	$	3,113,000

There are no future payments required under the Convertible Notes prior to their maturity, therefore, the principal amount of the Convertible Notes plus interest payable in kind, assuming no early redemption or conversion has occurred, of $56,704,000 would be paid on March 30, 2029.

8. Contract Liabilities

Contract liabilities are comprised of the following:

	September 30, 2023		March 31, 2023		December 31, 2023		March 31, 2023
Short-term contract liabilities
Customer allowances earned	$	26,469,000	$	19,997,000	$	21,771,000	$	19,997,000
Customer core returns accruals		17,594,000		11,112,000		12,807,000		11,112,000
Accrued core payment		3,258,000		3,056,000		3,470,000		3,056,000
Customer deposits		2,766,000		3,232,000		3,329,000		3,232,000
Core bank liability		1,713,000		1,686,000		1,726,000		1,686,000
Finished goods liabilities		1,568,000		1,257,000		745,000		1,257,000
Total short-term contract liabilities	$	53,368,000	$	40,340,000	$	43,848,000	$	40,340,000
Long-term contract liabilities
Customer core returns accruals	$	175,923,000	$	170,420,000	$	186,341,000	$	170,420,000
Core bank liability		12,719,000		13,582,000		12,283,000		13,582,000
Accrued core payment		9,155,000		9,171,000		7,749,000		9,171,000
Finished goods liabilities		289,000		433,000		217,000		433,000
Total long-term contract liabilities	$	198,086,000	$	193,606,000	$	206,590,000	$	193,606,000

9. Leases

The Company leases various facilities in North America and Asia under operating leases expiring through August 2033. The Company has material nonfunctional currency leases that could have a material impact on the Company’s condensed consolidated statements of operations. As required for other monetary liabilities, lessees remeasure foreign currency-denominated lease liabilities using the exchange rate at each reporting date, but the lease assets are nonmonetary assets measured at historical rates and are not affected by subsequent changes in the exchange rates. In connection with the remeasurement of these leases, the Company recorded ~~a loss~~gains of ~~$1,948,000~~$2,608,000 and ~~$1,041,000~~$3,129,000 during the three months ended ~~September 30,~~December 31, 2023 and 2022, respectively. During the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, the Company recorded ~~a gain~~gains of ~~$1,822,000~~$4,430,000 and ~~a loss of $1,021,000,~~$2,108,000, respectively, in connection with the remeasurement of these leases. These amounts are included in foreign exchange impact of lease liabilities and forward contracts in the condensed consolidated statements of ~~operations.~~operations and condensed consolidated statements of cash flows.

1415

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Balance sheet information for leases is as follows:

Leases	Classification	September 30, 2023		March 31, 2023		Classification	December 31, 2023		March 31, 2023
Assets:
Operating	Operating lease assets	$	84,881,000	$	87,619,000	Operating lease assets	$	85,187,000	$	87,619,000
Finance	Plant and equipment		4,604,000		5,549,000	Plant and equipment		4,251,000		5,549,000
Total leased assets		$	89,485,000	$	93,168,000		$	89,438,000	$	93,168,000

Liabilities:
Current
Operating	Operating lease liabilities	$	8,737,000	$	8,767,000	Operating lease liabilities	$	8,564,000	$	8,767,000
Finance	Other current liabilities		1,693,000		1,851,000	Other current liabilities		1,564,000		1,851,000
Long-term
Operating	Long-term operating lease liabilities		75,698,000		79,318,000	Long-term operating lease liabilities		73,725,000		79,318,000
Finance	Other liabilities		1,972,000		2,742,000	Other liabilities		1,640,000		2,742,000
Total lease liabilities		$	88,100,000	$	92,678,000		$	85,493,000	$	92,678,000

Lease cost recognized in the condensed consolidated statements of operations is as follows:

	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				December 31,				December 31,
	2023		2022		2023		2022		2023		2022		2023		2022
Lease cost
Operating lease cost	$	3,761,000	$	3,130,000	$	7,503,000	$	6,295,000	$	3,740,000	$	3,232,000	$	11,243,000	$	9,527,000
Short-term lease cost		350,000		559,000		643,000		1,013,000		274,000		340,000		917,000		1,353,000
Variable lease cost		146,000		179,000		332,000		364,000		138,000		164,000		470,000		528,000
Finance lease cost:
Amortization of finance lease assets		391,000		489,000		794,000		1,028,000		361,000		503,000		1,155,000		1,531,000
Interest on finance lease liabilities		57,000		64,000		119,000		132,000		51,000		68,000		170,000		200,000
Total lease cost	$	4,705,000	$	4,421,000	$	9,391,000	$	8,832,000	$	4,564,000	$	4,307,000	$	13,955,000	$	13,139,000

Maturities of lease commitments at ~~September 30,~~December 31, 2023 by fiscal year were as follows:

Maturity of lease liabilities	Operating Leases			Finance Leases			Total			Operating Leases			Finance Leases			Total
2024 - remaining six months	$	6,959,000		$	996,000		$	7,955,000
2024 - remaining three months										$	3,506,000		$	483,000		$	3,989,000
2025		12,457,000			1,576,000			14,033,000			12,514,000			1,577,000			14,091,000
2026		12,154,000			844,000			12,998,000			12,200,000			844,000			13,044,000
2027		10,962,000			353,000			11,315,000			10,974,000			353,000			11,327,000
2028		10,871,000			194,000			11,065,000			10,873,000			194,000			11,067,000
Thereafter		54,475,000			2,000			54,477,000			54,486,000			2,000			54,488,000
Total lease payments		107,878,000			3,965,000			111,843,000			104,553,000			3,453,000			108,006,000
Less amount representing interest		(23,443,000	)		(300,000	)		(23,743,000	)		(22,264,000	)		(249,000	)		(22,513,000	)
Present value of lease liabilities	$	84,435,000		$	3,665,000		$	88,100,000		$	82,289,000		$	3,204,000		$	85,493,000

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Other information about leases is as follows:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Lease term and discount rate
Weighted-average remaining lease term (years):
Finance leases		2.6			2.9			2.4			2.9
Operating leases		8.7			9.0			8.5			9.0
Weighted-average discount rate:
Finance leases		6.0	%		5.9	%		6.0	%		5.9	%
Operating leases		5.8	%		5.8	%		5.8	%		5.8	%

10. Accounts Receivable Discount Programs

The Company uses accounts receivable discount programs ~~with~~offered by certain customers and their respective banks. Under these programs, the Company may sell those customers’ receivables to those banks at a discount to be agreed upon at the time the receivables are sold. These discount arrangements allow the Company to accelerate receipt of payment on customers’ receivables.

The following is a summary of accounts receivable discount programs:

	Six Months Ended						Nine Months Ended
	September 30,						December 31,
	2023			2022			2023			2022
Receivables discounted	$	255,303,000		$	283,359,000		$	465,073,000		$	428,868,000
Weighted average number of days collection was accelerated		338			327			334			323
Annualized weighted average discount rate		6.6	%		4.4	%		6.8	%		5.0	%
Amount of discount recognized as interest expense	$	15,940,000		$	11,293,000		$	29,395,000		$	19,131,000

11. Net ~~Loss~~(Loss) Income per Share

Basic net ~~loss~~(loss) income per share is computed by dividing net ~~loss~~(loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income~~loss~~ per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options, Warrants, and Convertible Notes (as defined in Note 7), which would result in the issuance of incremental shares of common stock to the extent such impact is not anti-dilutive.

The following presents a reconciliation of basic and diluted net ~~loss~~(loss) income per share:

Three Months Ended Six Months Ended

September 30, September 30,
2023 2022 2023 2022
Net loss
$ (1,958,000 ) $ (6,517,000 ) $ (3,368,000 ) $ (6,692,000 )
Basic shares 19,599,162 19,272,557 19,554,142 19,197,181
Effect of potentially dilutive securities - - - -
Diluted shares 19,599,162 19,272,557 19,554,142 19,197,181
Net loss per share:

Basic net loss per share
$ (0.10 ) $ (0.34 ) $ (0.17 ) $ (0.35 )
Diluted net loss per share
$ (0.10 ) $ (0.34 ) $ (0.17 ) $ (0.35 )

	Three Months Ended					Nine Months Ended
	December 31,					December 31,
	2023			2022		2023			2022
Net (loss) income	$	(47,214,000	)	$	1,026,000	$	(50,582,000	)	$	(5,666,000	)
Basic shares		19,634,306			19,474,871		19,580,960			19,383,531
Effect of potentially dilutive securities		-			159,282		-			-
Diluted shares		19,634,306			19,634,153		19,580,960			19,383,531
Net (loss) income per share:
Basic net (loss) income per share	$	(2.40	)	$	0.05	$	(2.58	)	$	(0.29	)
Diluted net (loss) income per share	$	(2.40	)	$	0.05	$	(2.58	)	$	(0.29	)

Potential common shares that would have the effect of increasing diluted net income per share or decreasing diluted net loss per share are considered to be anti-dilutive and as such, these shares are not included in calculating diluted net ~~loss~~(loss) income per share. For the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023 ~~and 2022,~~ there were ~~2,104,035 and 1,945,392,~~2,130,615, respectively, of potential common shares not included in the calculation of diluted net ~~loss~~ (loss) income per share because their effect was anti-dilutive. ~~In addition, for~~For the three and ~~six~~nine months ended ~~September 30, 2023,~~December 31, 2022 there were ~~2,240,593,~~1,201,984 and 1,897,876, respectively, of potential common shares not included in the calculation of diluted ~~loss~~net (loss) income per share because their effect was anti-dilutive.

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For the three and nine months ended December 31, 2023 there were 2,293,926, respectively, of potential common shares not included in the calculation of diluted (loss) income per share under the “if-converted” method for the Convertible Notes because their effect was ~~anti-dilutive.~~anti-dilutive. The potential common shares related to the Warrants issued in connection with the Convertible Notes (see Note 7) are anti-dilutive until they become exercisable and as of ~~September 30,~~December 31, 2023, the Warrants were not ~~exercisable.~~exercisable.

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12. Income Taxes

The Company recorded an income tax ~~benefit~~expense of ~~$46,000,~~$37,281,000, or an effective tax rate of ~~2.3%~~(375.3%), and ~~$914,000,~~an income tax benefit of $8,971,000, or an effective tax rate of ~~12.3%~~112.9%, for the three months ended ~~September 30,~~December 31, 2023 and 2022, respectively. The Company recorded an income tax ~~benefit~~expense of ~~$55,000,~~$37,226,000, or an effective tax rate of ~~1.6%~~(278.7%), and ~~$325,000,~~an income tax benefit of $9,296,000, or an effective tax rate of ~~4.6%~~62.1%, for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, respectively. ~~Effective tax rates are based on current annual 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 and ~~six~~nine months ended ~~September 30,~~December 31, 2023, was primarily impacted by (i) ~~non-deductible executive compensation under Internal Revenue Code Section 162(m),~~the establishment of a valuation allowance on deferred tax assets that the Company does not expect to be realized, (ii) foreign income taxed at rates that are different from the federal statutory rate, (iii) the portion of book expense related to convertible notes and derivatives that is not expected to be deductible for tax, ~~(iii) foreign income taxed at rates that are different from the federal statutory rate,~~ and (iv) ~~specific jurisdictions that~~non-deductible executive compensation under Internal Revenue Code Section 162(m).

Management assesses the need for the valuation allowance on a quarterly basis by jurisdiction. In assessing the need for a valuation allowance, the Company ~~does~~considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. During the three months ended December 31, 2023, the Company recorded a discrete non-cash valuation allowance of $37,461,000 on U.S. federal and various state deferred tax assets that is considered not ~~expect~~more likely than not to ~~recognize~~be realized under U.S. GAAP. This change in realizability assessment is primarily due to recent losses and an updated forecast during the ~~benefit of losses.~~three months ended December 31, 2023.

The Company and its subsidiaries file income tax returns infor the U.S. federal, various state, and foreign jurisdictions with varying statutes of ~~limitations.~~limitations. At ~~September 30,~~December 31, 2023, the Company is only under examination by the State of California for fiscal years 2020, 2021, and 2022~~. At September 30, 2023, the Company is not under any other examination in any material jurisdictions except for the State of California,~~ and remains subject to examination from the years ended March 31, ~~2018.~~2019 and forward. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 ~~months.~~months.

13. Financial Risk Management and Derivatives

Purchases and expenses denominated in currencies other than the U.S. dollar, which are primarily related to the Company’s overseas facilities, expose the Company to market risk from material movements in foreign exchange rates between the U.S. dollar and the foreign currencies. The Company’s primary risk exposure is from fluctuations in the value of the Mexican peso and to a lesser extent the Chinese yuan. To mitigate these risks, the Company enters into forward foreign currency exchange contracts to exchange U.S. dollars for these foreign currencies. The extent to which forward foreign currency exchange contracts are used, is modified periodically in response to the Company’s estimate of market conditions and the terms and length of anticipated requirements.

The Company enters into forward foreign currency exchange contracts in order to reduce the impact of foreign currency fluctuations and not to engage in currency speculation. The use of derivative financial instruments allows the Company to reduce its exposure to the risk that the eventual cash outflow resulting from funding the expenses of the foreign operations will be materially affected by changes in exchange rates between the U.S. dollar and the foreign currencies. The Company does not hold or issue financial instruments for trading purposes. The Company designates forward foreign currency exchange contracts for forecasted expenditure requirements to fund foreign operations.

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The Company had forward foreign currency exchange contracts with a U.S. dollar equivalent notional value of $~~52,278,000~~53,301,000 and $48,486,000 at ~~September 30~~December 31, 2023 and March 31, 2023, respectively. These contracts generally have a term of one year or less, at rates agreed at the inception of the contracts. The counterparty to these derivative transactions is a major financial institution with investment grade credit rating; however, the Company is exposed to credit risk with this institution. The credit risk is limited to the potential unrealized gains (which offset currency fluctuations adverse to the Company) in any such contract should this counterparty fail to perform as contracted. Any changes in the fair values of forward foreign currency exchange contracts are included in foreign exchange impact of lease liabilities and forward contracts in the condensed consolidated statements of operations.

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The following shows the effect of derivative instruments on the condensed consolidated statements of operations:

	Loss Recognized as Foreign Exchange Impact of Lease Liabilities and Forward Contracts												Gain (Loss) Recognized as Foreign Exchange Impact of Lease Liabilities and Forward Contracts
	Three Months Ended						Six Months Ended							Three Months Ended				Nine Months Ended
Derivatives Not Designated as	September 30,						September 30,							December 31,				December 31,
Hedging Instruments	2023			2022			2023			2022				2023		2022		2023			2022
Forward foreign currency exchange contracts	$	(2,812,000	)	$	(41,000	)	$	(2,312,000	)	$	(739,000	)		$	541,000	$	1,184,000	$	(1,771,000	)	$	445,000

The fair value of the forward foreign currency exchange contracts of ~~$1,577,000~~$2,118,000 and $3,889,000 is included in prepaid expenses and other current assets in the condensed consolidated balance sheets at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively. The changes in the fair values of forward foreign currency exchange contracts are included in foreign exchange impact of lease liabilities and forward contracts in the condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022.

14. Fair Value Measurements

The following summarizes financial assets and liabilities measured at fair value, by level within the fair value hierarchy:

	September 30, 2023								March 31, 2023								December 31, 2023								March 31, 2023
			Fair Value Measurements								Fair Value Measurements								Fair Value Measurements								Fair Value Measurements
			Using Inputs Considered as								Using Inputs Considered as								Using Inputs Considered as								Using Inputs Considered as
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Assets
Short-term investments
Mutual funds	$	2,036,000	$	2,036,000	$	-	$	-	$	2,011,000	$	2,011,000	$	-	$	-	$	2,206,000	$	2,206,000	$	-	$	-	$	2,011,000	$	2,011,000	$	-	$	-
Prepaid expenses and other current assets
Forward foreign currency exchange contracts		1,577,000		-		1,577,000		-		3,889,000		-		3,889,000		-		2,118,000		-		2,118,000		-		3,889,000		-		3,889,000		-

Liabilities
Other current liabilities
Deferred compensation		2,036,000		2,036,000		-		-		2,011,000		2,011,000		-		-		2,206,000		2,206,000		-		-		2,011,000		2,011,000		-		-
Convertible notes, related party
Compound Net Derivative Liability		8,960,000		-		-		8,960,000		8,430,000		-		-		8,430,000		10,120,000		-		-		10,120,000		8,430,000		-		-		8,430,000

Short-term Investments and Deferred Compensation

The Company’s short-term investments, which fund its deferred compensation liabilities, consist of investments in mutual funds. These investments are classified as Level 1 as the shares of these mutual funds trade with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis.

Forward Foreign Currency Exchange Contracts

The forward foreign currency exchange contracts are primarily measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers (See Note 13).

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Compound Net Derivative Liability

The Company estimates the fair value of the Compound Net Derivative Liability (see Note 7) using Level 3 inputs and the Monte Carlo simulation model at the balance sheet date. The Monte Carlo simulation model requires the input of subjective assumptions including the expected volatility of the underlying stock. These subjective assumptions are based on both historical and other information. Changes in the values assumed and used in the model can materially affect the estimate of fair value. This amount is recorded within convertible notes, related party in the condensed consolidated balance sheets at ~~September 30,~~December 31, 2023 and March 31, 2023. Any changes in the fair value of the Compound Net Derivative Liability are recorded in change in fair value of compound net derivative liability in the condensed consolidated statements of operations.

~~Table of Contents~~

The following assumptions were used to determine the fair value of the Compound Net Derivative Liability:

	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Risk free interest rate		4.70	%		3.64	%		4.02	%		3.64	%
Cost of equity		22.90	%		21.80	%		23.10	%		21.80	%
Weighted average cost of capital		15.10	%		14.60	%		15.50	%		14.60	%
Expected volatility of MPA common stock		50.00	%		50.00	%		50.00	%		50.00	%
EBITDA volatility		40.00	%		35.00	%		40.00	%		35.00	%

The following summarizes the activity for Level 3 fair value measurements:

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	September 30,		September 30,		December 31,		December 31,
	2023		2023		2023		2023
Beginning balance	$	8,570,000	$	8,430,000	$	8,960,000	$	8,430,000
Changes in fair value of Compound Net Derivative Liability included in earnings		390,000		530,000		1,160,000		1,690,000
Ending balance	$	8,960,000	$	8,960,000	$	10,120,000	$	10,120,000

During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments. The carrying amounts of the revolving loan and other long-term liabilities approximate their fair value based on the variable nature of interest rates and current rates for instruments with similar characteristics. At ~~September 30,~~December 31, 2023 and March 31, 2023, the net carrying amount of the Convertible Notes was ~~$31,819,000~~$33,226,000 and $30,994,000, respectively, with unamortized debt discounts and debt issuance costs of ~~$9,141,000~~$8,894,000 and $9,436,000, respectively, and Compound Net Derivative Liability of ~~$8,960,000~~$10,120,000 and $8,430,000, respectively. The estimated fair value of the Company’s Convertible Notes was ~~$34,319,000~~$39,226,000 using Level 3 inputs at ~~September 30,~~December 31, 2023. The net carrying amount of the Convertible Notes approximated their fair value at March 31, 2023, as they were issued on March 31, 2023.

15. Share-based Payments

Stock Options

The Company granted options to purchase 132,133 shares of common stock during the ~~six~~nine months ended ~~September 30,~~December 31, 2023. No options to purchase shares of the Company’s common stock were granted during the ~~six~~nine months ended ~~September 30,~~December 31, 2022. The cost associated with stock options is estimated using the Black-Scholes option-pricing model. This model requires the input of subjective assumptions including the expected volatility of the underlying stock and the expected holding period of the option. These subjective assumptions are based on both historical and other information. Changes in the values assumed and used in the model can materially affect the estimate of fair value.

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The following assumptions were used to derive the weighted average fair value of the stock options granted:

	Six Months Ended			Nine Months Ended
	September 30,			December 31,
	2023			2023
Weighted average risk free interest rate		4.53	%		4.53	%
Weighted average expected holding period (years)		6.57			6.57
Weighted average expected volatility		51.29	%		51.29	%
Weighted average expected dividend yield		-			-
Weighted average fair value of options granted	$	3.75		$	3.75

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The following is a summary of stock option transactions:

	Number of Shares			Weighted Average Exercise Price		Number of Shares			Weighted Average Exercise Price
Outstanding at March 31, 2023		1,232,745		$	20.20		1,232,745		$	20.20
Granted		132,133		$	9.32		132,133		$	9.32
Exercised		-		$	-		-		$	-
Forfeited/Cancelled		(108,456	)	$	19.59		(111,262	)	$	19.64
Expired		(134,533	)	$	9.32		(140,533	)	$	9.66
Outstanding at September 30, 2023		1,121,889		$	20.28
Outstanding at December 31, 2023							1,113,083		$	20.30

At ~~September 30,~~December 31, 2023, options to purchase 132,133 shares of common stock were unvested at a weighted average exercise price of $9.32.

At ~~September 30,~~December 31, 2023, there was ~~$491,000~~$450,000 of total unrecognized compensation expense related to unvested stock option awards, which will be recognized over the weighted average remaining vesting period of approximately ~~3.0~~2.7 years.

Restricted Stock Units and Restricted Stock Awards (collectively “RSUs”)

~~The~~During the nine months ended December 31, 2023, the Company ~~did~~granted no100,624~~t grant any~~ of time-based vesting restricted stock ~~awards during~~units, based on the ~~six~~closing market price on the grant date. During the nine months ended ~~September 30, 2023. During the six months ended September 30,~~December 31, 2022, the Company granted (i) performance-based restricted stock awards which had a threshold performance level of 33,333 shares, a target performance level of 66,667 shares, and a maximum performance level of 100,000 shares at the grant date and (ii) ~~176,353~~229,121 of time-based vesting restricted stock units, respectively, based on the closing market price on the grant date.

The following is a summary of non-vested RSUs:

	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at March 31, 2023		429,354		$	15.07		429,354		$	15.07
Granted		-		$	-		100,624		$	7.95
Vested		(147,300	)	$	15.67		(210,485	)	$	15.58
Forfeited/Cancelled		(77,025	)	$	13.24		(77,626	)	$	13.25
Outstanding at September 30, 2023		205,029		$	15.33
Outstanding at December 31, 2023							241,867		$	12.25

At ~~September 30,~~December 31, 2023, there was ~~$1,866,000~~$2,002,000 of unrecognized compensation expense related to RSUs, which will be recognized over the weighted average remaining vesting period of approximately ~~1.3~~1.1 years.

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Performance Stock Units (“PSUs”)

During the ~~six~~nine months ended ~~September~~ December 31, 2023~~30, 2023,~~, the Company granted 585,583 PSUs, which vest, subject to continued employment, as follows: (i) if the stock price is greater than or equal to $10.00 per share, then 1/3 of the grant will vest, (ii) if the stock price is greater than or equal to $15.00 per share then the next 1/3 of the grant will vest, and (iii) if the stock price is greater than or equal to $20.00 per share then the final 1/3 of the grant will vest. Recipients are eligible to vest in between 50% and 150% of the third tranche by achieving a stock price between $17.50 and $25.00 per share (each stock price target must be met for thirty consecutive trading days). The Company calculated the fair value of these PSUs individually for each tranche using the Monte Carlo Simulation Model at the grant date. Compensation cost is recognized over the estimated derived service period. Compensation cost related to these awards will not be adjusted even if the market condition is not met.

During the ~~six~~nine months ended ~~September~~ December 31~~30,~~, 2022 , the Company granted 126,028 PSUs (at target performance levels), which cliff vest after three-years, subject to continued employment. These awards are contingent and granted separately for each of the following metrics: adjusted EBITDA, net sales, and relative total shareholder return (“TSR”). Compensation cost at the grant date is recognized on a straight-line basis over the requisite service period to the extent the conditions are deemed probable. The number of shares earned at the end of the three-year period will vary, based only on actual performance, from 0% to 150% of the target number of PSUs granted. Adjusted EBITDA and net sales are considered performance conditions. The Company will reassess the probability of achieving each performance condition separately each reporting period. TSR is considered a market condition because it measures the Company’s return against the performance of the Russell 3000, excluding companies classified as financials and real estate, over a given period of time. Compensation cost related to the TSR award will not be adjusted even if the market condition is not met. The Company calculated the fair value of the PSUs for each component individually.

~~Table of Contents~~

The fair value of PSUs subject to performance conditions is equal to the closing stock price on the grant date. The fair value of PSUs subject to a market condition is determined using the Monte Carlo simulation model.The following table summarizes the assumptions used in determining the fair value of the awards subject to market conditions:

	Six Months Ended September 30,						Nine Months Ended December 31,
	2023			2022			2023			2022
Risk free interest rate		4.32-4.35	%		3.35	%		4.32-4.35	%		3.35	%
Expected life in years		0.2-1.8			3			0.2-1.8			3
Expected volatility of MPA common stock		54.2-55.1	%		51.30	%		54.2-55.1	%		51.30	%
Expected average volatility of peer companies		-	%		62.70	%		-	%		62.70	%
Average correlation coefficient of peer companies		-	%		27.50	%		-	%		27.50	%
Expected dividend yield		-			-			-			-
Grant date fair value	$	3.57-8.37		$	16.02		$	3.57-8.37		$	16.02

The following is a summary of non-vested PSUs:

	Number of Shares			Weighted Average Grant Date Fair Value		Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at March 31, 2023		192,696		$	17.48		192,696		$	17.48
Granted		585,583		$	4.50		585,583		$	4.50
Vested		-		$	-		-		$	-
Forfeited		(1,162	)	$	5.91		(2,614	)	$	6.09
Outstanding at September 30, 2023		777,117		$	7.72
Outstanding at December 31, 2023							775,665		$	7.72

At ~~September 30,~~December 31, 2023, there was $~~3,298,000~~2,488,000 of unrecognized compensation expense related to these awards, which will be recognized over the weighted average remaining vesting period of approximately ~~1.5~~1.2 years.

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16. Commitments and Contingencies

Warranty Returns

The Company allows its customers to return goods that their consumers have returned to them, whether or not the returned item is defective (“warranty returns”). The Company accrues an estimate of its exposure to warranty returns based on a historical analysis of the level of this type of return as a percentage of unit sales. Amounts charged to expense for these warranty returns are considered in arriving at the Company’s net sales.

~~Table of Contents~~

The following summarizes the changes in the warranty returns:

	Three Months Ended September 30,						Six Months Ended September 30,						Three Months Ended December 31,						Nine Months Ended December 31,
	2023			2022			2023			2022			2023			2022			2023			2022
Balance at beginning of period	$	16,677,000		$	17,868,000		$	19,830,000		$	20,125,000		$	16,197,000		$	18,461,000		$	19,830,000		$	20,125,000
Charged to expense		37,022,000			33,895,000			68,134,000			64,815,000			34,532,000			31,621,000			102,666,000			96,436,000
Amounts processed		(37,502,000	)		(33,302,000	)		(71,767,000	)		(66,479,000	)		(34,599,000	)		(32,510,000	)		(106,366,000	)		(98,989,000	)
Balance at end of period	$	16,197,000		$	18,461,000		$	16,197,000		$	18,461,000		$	16,130,000		$	17,572,000		$	16,130,000		$	17,572,000

Contingencies

The Company is subject to various lawsuits and claims. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding the Company’s business, and its compliance with law, code, and regulations related to matters including, but not limited to, environmental, information security, taxes, levies, tariffs and such.

17. Segment Information

Effective as of the fourth quarter of fiscal 2023, the Company revised its segment reporting as it determined that its three operating segments no longer met the criteria to be aggregated. The Company recast its prior year segment disclosures to conform to the current year’s presentation.

The Company’s three operating segments are:

•

Hard Parts, including (i) light duty rotating electric products such as alternators and starters, (ii) wheel hub products, (iii) brake-related products, including brake calipers, brake boosters, brake rotors, brake pads and brake master cylinders, and (iv) turbochargers,

•

Test Solutions and Diagnostic Equipment, including (i) applications for combustion engine vehicles, including bench top testers for alternators and starters, (ii) equipment for the pre- and post-production of electric vehicles, and (iii) software emulation of power system applications for the electrification of all forms of transportation (including automobiles, trucks, the emerging electrification of systems within the aerospace industry, and electric vehicle charging stations), and

•

Heavy Duty, including non-discretionary automotive aftermarket replacement hard parts for heavy-duty truck, industrial, marine, and agricultural applications.

The Company’s Hard Parts operating segment meets the criteria of a reportable segment while Test Solutions and Diagnostic Equipment and Heavy Duty are not material, are not required to be separately reported, and are included within the “all other” category.

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Financial information relating to the Company’s segments is as follows:

	Three Months Ended September 30, 2023							Three Months Ended December 31, 2023
	Hard Parts		All Other			Total		Hard Parts		All Other			Total
Net sales to external customers	$	184,421,000	$	12,218,000		$	196,639,000	$	161,254,000	$	10,608,000		$	171,862,000
Intersegment sales		68,000		38,000			106,000		242,000		116,000			358,000
Operating income (loss)		15,203,000		(1,300,000	)		13,903,000		9,993,000		(473,000	)		9,520,000
Depreciation and amortization		2,589,000		344,000			2,933,000		2,557,000		321,000			2,878,000
Segment assets		1,074,783,000		51,668,000			1,126,451,000		1,005,470,000		51,965,000			1,057,435,000
Capital expenditures		91,000		38,000			129,000		221,000		72,000			293,000

	Three Months Ended September 30, 2022							Three Months Ended December 31, 2022
	Hard Parts		All Other			Total		Hard Parts		All Other			Total
Net sales to external customers	$	166,061,000	$	6,482,000		$	172,543,000	$	139,809,000	$	12,010,000		$	151,819,000
Intersegment sales		203,000		16,000			219,000		128,000		27,000			155,000
Operating income (loss)		7,174,000		(5,215,000	)		1,959,000		4,191,000		(678,000	)		3,513,000
Depreciation and amortization		2,724,000		366,000			3,090,000		2,737,000		371,000			3,108,000
Segment assets		1,022,669,000		42,823,000			1,065,492,000		1,020,855,000		50,225,000			1,071,080,000
Capital expenditures		1,194,000		75,000			1,269,000		778,000		185,000			963,000

	Six Months Ended September 30, 2023							Nine Months Ended December 31, 2023
	Hard Parts		All Other			Total		Hard Parts		All Other			Total
Net sales to external customers	$	334,168,000	$	22,176,000		$	356,344,000	$	495,422,000	$	32,784,000		$	528,206,000
Intersegment sales		200,000		133,000			333,000		442,000		249,000			691,000
Operating income (loss)		26,709,000		(2,379,000	)		24,330,000		36,702,000		(2,852,000	)		33,850,000
Depreciation and amortization		5,268,000		698,000			5,966,000		7,825,000		1,019,000			8,844,000
Capital expenditures		131,000		38,000			169,000		352,000		110,000			462,000

	Six Months Ended September 30, 2022							Nine Months Ended December 31, 2022
	Hard Parts		All Other			Total		Hard Parts		All Other			Total
Net sales to external customers	$	318,489,000	$	18,039,000		$	336,528,000	$	458,298,000	$	30,049,000		$	488,347,000
Intersegment sales		350,000		158,000			508,000		478,000		185,000			663,000
Operating income (loss)		16,785,000		(7,495,000	)		9,290,000		20,976,000		(8,173,000	)		12,803,000
Depreciation and amortization		5,475,000		739,000			6,214,000		8,212,000		1,110,000			9,322,000
Capital expenditures		2,536,000		108,000			2,644,000		3,314,000		293,000			3,607,000

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						December 31,						December 31,
Net sales	2023			2022			2023			2022			2023			2022			2023			2022
Total net sales for reportable segment	$	184,489,000		$	166,264,000		$	334,368,000		$	318,839,000		$	161,496,000		$	139,937,000		$	495,864,000		$	458,776,000
Other net sales		12,256,000			6,498,000			22,309,000			18,197,000			10,724,000			12,037,000			33,033,000			30,234,000
Elimination of intersegment net sales		(106,000	)		(219,000	)		(333,000	)		(508,000	)		(358,000	)		(155,000	)		(691,000	)		(663,000	)
Total consolidated net sales	$	196,639,000		$	172,543,000		$	356,344,000		$	336,528,000		$	171,862,000		$	151,819,000		$	528,206,000		$	488,347,000

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						December 31,						December 31,
Profit or loss	2023			2022			2023			2022			2023			2022			2023			2022
Total operating income for reportable segment	$	15,203,000		$	7,174,000		$	26,709,000		$	16,785,000		$	9,993,000		$	4,191,000		$	36,702,000		$	20,976,000
Other operating loss		(1,300,000	)		(5,215,000	)		(2,379,000	)		(7,495,000	)		(473,000	)		(678,000	)		(2,852,000	)		(8,173,000	)
Elimination of intersegment operating income		34,000			(107,000	)		48,000			(103,000	)
Elimination of intersegment operating income (loss)														4,000			13,000			52,000			(90,000	)
Interest expense, net		(15,383,000	)		(9,283,000	)		(27,103,000	)		(16,204,000	)		(18,297,000	)		(11,471,000	)		(45,400,000	)		(27,675,000	)
Change in fair value of compound net derivative liability		(390,000	)		-			(530,000	)		-			(1,160,000	)		-			(1,690,000	)		-
Loss on extinguishment of debt		(168,000	)		-			(168,000	)		-			-			-			(168,000	)		-
Total consolidated loss before income tax benefit	$	(2,004,000	)	$	(7,431,000	)	$	(3,423,000	)	$	(7,017,000	)
Total consolidated loss before income tax expense (benefit)													$	(9,933,000	)	$	(7,945,000	)	$	(13,356,000	)	$	(14,962,000	)

Assets	September 30, 2023			March 31, 2023			December 31, 2023			March 31, 2023
Total assets for reportable segment	$	1,074,783,000		$	1,032,739,000		$	1,005,470,000		$	1,032,739,000
Other assets		51,668,000			49,778,000			51,965,000			49,778,000
Elimination of intersegment assets		(59,679,000	)		(53,952,000	)		(61,502,000	)		(53,952,000	)
Total consolidated assets	$	1,066,772,000		$	1,028,565,000		$	995,933,000		$	1,028,565,000

18. Share Repurchases

In August 2018, the Company’s board of directors approved an increase in its share repurchase program from $20,000,000 to $37,000,000 of its common stock. During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023, the Company did not repurchase any shares of its common stock. As of ~~September 30,~~December 31, 2023, $18,745,000 has been utilized and $18,255,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in the Company’s Credit Facility. The Company retired the 837,007 shares repurchased under this program through ~~September 30,~~December 31, 2023. The Company’s share repurchase program does not obligate it to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions.

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19. Related Party Transactions

Lease

In December 2022, the Company entered into an operating lease for its 35,000 square foot manufacturing, warehouse, and office facility in Ontario, Canada, with a company co-owned by a member of management. The lease, which commenced January 1, 2023, has an initial term of one year with a base rent of approximately $27,000 per month and includes options to renew for up to four years. In November 2023, the Company exercised one of these options to renew for an additional one-year period. The rent expense recorded ~~by the Company~~ for the related party lease was $81,000 and ~~$162,000~~$243,000 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023.

Convertible Note and Election of Director

In connection with the issuance and sale of the Company’s Convertible Notes on March 31, 2023 (see Note 7), the Board appointed Douglas Trussler, a co-founder of Bison Capital in 2001, to the Board. Mr. Trussler’s compensation will be consistent with the Company’s previously disclosed standard compensation practices for non-employee directors, which are described in the Company’s Definitive Proxy Statement, filed with the SEC on July 28, 2023.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2023 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 14, 2023.

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. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, expectations for economic conditions and recovery and future business and financial performance, as well as statements regarding underlying assumptions related thereto. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain, challenges with transforming and growing our business. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason. Therefore, you should not place undue reliance on those statements. Please refer to “Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K filed with the SEC on June 14, 2023, as updated by our subsequent filings with the SEC, for a description of these and other risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statements.

Management Overview

With a scalable infrastructure and abundant growth opportunities, we are focused on growing our aftermarket business in the North American marketplace and growing our leadership position in the test solutions and diagnostic equipment market by providing innovative and intuitive solutions to our customers. Our investments in infrastructure and human resources during the past few years reflects the significant expansion of manufacturing capacity to support multiple product lines. These investments included (i) 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 original 312,000 square foot facility in Mexico.

Segment Reporting

Effective as of the fourth quarter of fiscal 2023, we revised our segment reporting as we determined that our three operating segments no longer met the criteria to be aggregated. We recast our prior year segment disclosures to conform to the current year’s presentation.

Our three operating segments are as follows:

•

Heavy Duty, including non-discretionary automotive aftermarket replacement hard parts for heavy-duty truck, industrial, marine, and agricultural applications.

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Our Hard Parts operating segment meets the criteria of a reportable segment. The Test Solutions and Diagnostic Equipment and Heavy Duty segments are not material, are not required to be separately reported, and are included within the “all other” category. See Note 17 of the notes to condensed consolidated financial statements for more information.

Results of Operations for the Three Months Ended ~~September 30,~~December 31, 2023 and 2022

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

The following summarizes certain key consolidated operating data:

						Three Months Ended
	Three Months Ended September 30,					December 31,
	2023		2022			2023		2022
Cash flow provided by (used in) operations	$	15,300,000	$	(15,972,000	)	$	53,615,000	$	(4,474,000	)
Finished goods turnover (annualized) (1)		4.1		3.3			3.6		3.1

(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. 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
	Three Months Ended September 30,						December 31,
	2023			2022			2023			2022
Net sales	$	196,639,000		$	172,543,000		$	171,862,000		$	151,819,000
Cost of goods sold		155,491,000			146,027,000			141,819,000			130,826,000
Gross profit		41,148,000			26,516,000			30,043,000			20,993,000
Gross profit percentage		20.9	%		15.4	%		17.5	%		13.8	%

Net Sales. Our consolidated net sales for the three months ended ~~September 30,~~December 31, 2023 were ~~$196,639,000,~~$171,862,000, which represents an increase of ~~$24,096,000,~~$20,043,000, or ~~14.0%~~13.2%, from the three months ended ~~September 30,~~December 31, 2022 of ~~$172,543,000.~~$151,819,000. Our sales ~~reflect strong demand for rotating electrical and brake-related products~~ for the three months ended ~~September 30,~~December 31, 2023 as compared with the three months ended ~~September 30, 2022.~~December 31, 2022 reflect strong demand across all product lines.

Gross Profit. Our consolidated gross profit was ~~$41,148,000,~~$30,043,000, or ~~20.9%~~17.5% of consolidated net sales, for the three months ended ~~September 30,~~December 31, 2023 compared with ~~$26,516,000,~~$20,993,000, or ~~15.4%~~13.8% of consolidated net sales, for the three months ended ~~September 30,~~December 31, 2022. The increase in our gross margin for the three months ended ~~September 30,~~December 31, 2023 reflects increased utilization of our facilities and the ~~partial~~ benefit of price increases that went into effect during ~~the current quarter and changes in product mix.~~prior periods.

In addition, our gross margin for the three months ended ~~September 30,~~December 31, 2023 compared with the three months ended ~~September 30,~~December 31, 2022 was impacted by (i) additional expenses of ~~$3,199,000~~$1,555,000 and ~~$2,113,000,~~$2,370,000, respectively, primarily due to certain costs for disruptions in the supply chain, (ii) amortization of core and finished goods premiums paid to customers related to new business of ~~$2,707,000~~$2,838,000 and ~~$3,064,000,~~$3,075,000, respectively, and (iii) the 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 ~~$1,995,000~~$1,607,000 and ~~$1,269,000,~~$863,000, respectively.

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Operating Expenses

The following summarizes our consolidated operating expenses:

							Three Months Ended
	Three Months Ended September 30,						December 31,
	2023			2022			2023			2022
General and administrative	$	14,325,000		$	14,846,000		$	15,198,000		$	13,599,000
Sales and marketing		5,688,000			6,066,000			5,931,000			5,634,000
Research and development		2,438,000			2,670,000			2,539,000			2,547,000
Foreign exchange impact of lease liabilities and forward contracts		4,760,000			1,082,000			(3,149,000	)		(4,313,000	)

Percent of net sales

General and administrative		7.3	%		8.6	%		8.8	%		9.0	%
Sales and marketing		2.9	%		3.5	%		3.5	%		3.7	%
Research and development		1.2	%		1.5	%		1.5	%		1.7	%
Foreign exchange impact of lease liabilities and forward contracts		2.4	%		0.6	%		(1.8	)%		(2.8	)%

General and Administrative. Our general and administrative expenses for the three months ended ~~September 30,~~December 31, 2023 were ~~$14,325,000,~~$15,198,000, which represents ~~a decrease~~an increase of ~~$521,000,~~$1,599,000, or ~~3.5%~~11.8%, from the three months ended ~~September 30,~~December 31, 2022 of ~~$14,846,000.~~$13,599,000. This ~~decrease~~increase was primarily for employee-related expenses, which included (i) $1,777,000 of increased employee incentives and (ii) $405,000 of increased share-based compensation expense in connection with equity grants made to employees. These increases were partially offset by $596,000 of decreased severance expense due to ~~our cost-cutting measures and fluctuations in foreign currency exchange rates~~headcount reductions during the three months ended ~~September 30, 2023 as compared with the three months ended September 30,~~December 31, 2022.

Sales and Marketing. Our sales and marketing expenses for the three months ended ~~September 30,~~December 31, 2023 were ~~$5,688,000,~~$5,931,000, which represents ~~a decrease~~an increase of ~~$378,000,~~$297,000, or ~~6.2%~~5.3%, from the three months ended ~~September 30,~~December 31, 2022 of ~~$6,066,000.~~$5,634,000. This ~~decrease~~increase was primarily due to increased employee-related expenses and higher commissions, which resulted from higher sales, partially offset by reduced expenses for trade shows ~~marketing and advertising expenses.~~during the three months ended December 31, 2023 compared with the three months ended December 31, 2022.

Research and Development. Our research and development expenses were consistent at $2,539,000 for the three months ended ~~September 30,~~December 31, 2023 ~~were $2,438,000, which represents a decrease of $232,000, or 8.7%, from~~compared with $2,547,000 for the three months ended ~~September 30, 2022 of $2,670,000. This decrease was primarily due to our cost-cutting measures, which included reduced employee-related expenses.~~December 31, 2022.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts were non-cash ~~losses~~gains of ~~$4,760,000~~$3,149,000 and ~~$1,082,000~~$4,313,000 for the three months ended ~~September 30,~~December 31, 2023 and 2022, respectively. This change during the three months ended ~~September 30,~~December 31, 2023 as compared with the three months ended ~~September 30,~~December 31, 2022 was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities, which resulted in non-cash ~~losses~~gains of ~~$1,948,000~~$2,608,000 and ~~$1,041,000,~~$3,129,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts, which resulted in non-cash ~~losses~~gains of ~~$2,812,000~~$541,000 and ~~$41,000,~~$1,184,000, respectively, due to the changes in their fair values.

Operating Income

Consolidated Operating Income. Our consolidated operating income for the three months ended ~~September 30,~~December 31, 2023 was ~~$13,937,000,~~$9,524,000, which represents an increase of ~~$12,085,000,~~$5,998,000, or ~~652.5%~~170.1%, from the three months ended ~~September 30,~~December 31, 2022 of ~~$1,852,000, increased~~$3,526,000. This increase was primarily due to higher sales and gross profit as discussed above.

Interest Expense

Interest Expense, net. Our interest expense for the three months ended ~~September 30,~~December 31, 2023 was ~~$15,383,000,~~$18,297,000, which represents an increase of ~~$6,100,000,~~$6,826,000, or ~~65.7%~~59.5%, from interest expense for the three months ended ~~September 30,~~December 31, 2022 of ~~$9,283,000.~~$11,471,000. This increase was primarily due to (i) increased utilization of and higher interest rates on our ~~borrowing and~~ accounts receivable discount programs, which have variable interest ~~rates. Interest expense for the three months ended September 30, 2023 was further impacted by~~rates and (ii) non-cash interest expense incurred on the Convertible Notes issued on March 31, 2023.

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Change in Fair Value of Compound Net Derivative Liability

Change in Fair Value of Compound Net Derivative Liability. Our change in fair value of compound net derivative liability for the three months ended ~~September 30,~~December 31, 2023 was a non-cash loss of ~~$390,000~~$1,160,000 associated with the convertible ~~notes.~~notes issued on March 31, 2023.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt. ~~Our~~We did not incur any loss on extinguishment of debt ~~was $168,000 in connection with the repayment of~~ ~~the remaining outstanding balance of our term loans~~ during the three months ended ~~September 30,~~December 31, 2023.

Provision for Income Taxes

Income Tax. We recorded an income tax ~~benefit~~expense of ~~$46,000,~~$37,281,000, or an effective tax rate of ~~2.3%~~(375.3%), and ~~$914,000,~~an income tax benefit of $8,971,000, or an effective tax rate of ~~12.3%~~112.9%, for the three months ended ~~September 30,~~December 31, 2023 and 2022, respectively. ~~Effective~~During the three months ended December 31, 2023, we recorded a discrete non-cash valuation allowance of $37,461,000 on our U.S. federal and various state deferred tax ~~rates are based on current annual projections and any changes~~assets primarily due to recent losses. The change in ~~future periods could result in~~the valuation allowance resulted from an ~~effective tax rate that is materially different from~~updated forecast during the ~~current estimate.~~three months ended December 31, 2023. The effective tax rate for the three months ended ~~September 30,~~December 31, 2023, was primarily impacted by (i) ~~non-deductible executive compensation under Internal Revenue Code Section 162(m),~~the establishment of a valuation allowance on deferred tax assets that we do not expect to be realized, (ii) foreign income taxed at rates that are different from the federal statutory rate, (iii) the portion of book expense related to convertible notes and derivatives that is not expected to be deductible for tax, ~~(iii) foreign income taxed at rates that are different from the federal statutory rate,~~ and (iv) ~~specific jurisdictions that we do not expect to recognize the benefit of losses.~~non-deductible executive compensation under Internal Revenue Code Section 162(m).

Results of Operations for the ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2023 and 2022

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

The following summarizes certain key consolidated operating data:

	Six Months Ended September 30,						Nine Months Ended
	2023			2022			December 31,
Cash flow used in operations	$	(5,170,000	)	$	(16,954,000	)
							2023		2022
Cash flow provided by (used in) operations							$	48,445,000	$	(21,428,000	)
Finished goods turnover (annualized) (1)		3.8			3.3			3.7		3.3

(1)

Annualized finished goods turnover for the fiscal period is calculated by multiplying cost of goods sold for the period by 21.33 and dividing the result by the average between beginning and ending non-core finished goods inventory values for the fiscal period. We believe this provides a useful measure of our ability to turn our inventory into revenues.

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Net Sales and Gross Profit

The following summarizes net sales and gross profit:

							Nine Months Ended
	Six Months Ended September 30,						December 31,
	2023			2022			2023			2022
Net sales	$	356,344,000		$	336,528,000		$	528,206,000		$	488,347,000
Cost of goods sold		288,629,000			279,710,000			430,448,000			410,536,000
Gross profit		67,715,000			56,818,000			97,758,000			77,811,000
Gross profit percentage		19.0	%		16.9	%		18.5	%		15.9	%

Net Sales. Our consolidated net sales for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 were ~~$356,344,000,~~$528,206,000, which represents an increase of ~~$19,816,000,~~$39,859,000, or ~~5.9%~~8.2%, from the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$336,528,000.~~$488,347,000. Our sales ~~reflect strong demand for brake-related and rotating electrical products~~ for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 as compared with the ~~six~~nine months ended ~~September 30, 2022.~~December 31, 2022 increased due to strong demand across all product lines.

Gross Profit. Our consolidated gross profit was ~~$67,715,000,~~$97,758,000, or ~~19.0%~~18.5% of consolidated net sales, for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 compared with ~~$56,818,000,~~$77,811,000, or ~~16.9%~~15.9% of consolidated net sales, for the ~~six~~nine months ended ~~September 30,~~December 31, 2022. The increase in our gross margin for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 reflects increased utilization of our facilities and the ~~partial~~ benefit of price increases that went into effect during ~~the current six-month period and changes in product mix.~~prior periods.

In addition, our gross margin for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 compared with the ~~six~~nine months ended ~~September 30,~~December 31, 2022 was impacted by (i) additional expenses of ~~$5,183,000~~$6,738,000 and ~~$2,912,000,~~$5,282,000, respectively, primarily due to certain costs for disruptions in the supply chain, (ii) amortization of core and finished goods premiums paid to customers related to new business of ~~$5,364,000~~$8,202,000 and ~~$6,108,000,~~$9,183,000, respectively, and (iii) the 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 ~~$2,773,000~~$4,380,000 and ~~$1,841,000,~~$2,704,000, respectively.

Operating Expenses

The following summarizes consolidated operating expenses:

							Nine Months Ended
	Six Months Ended September 30,						December 31,
	2023			2022			2023			2022

General and administrative	$	26,927,000		$	28,480,000		$	42,125,000		$	42,079,000
Sales and marketing		11,107,000			11,608,000			17,038,000			17,242,000
Research and development		4,813,000			5,783,000			7,352,000			8,330,000
Foreign exchange impact of lease liabilities and forward contracts		490,000			1,760,000			(2,659,000	)		(2,553,000	)

Percent of net sales

General and administrative		7.6	%		8.5	%		8.0	%		8.6	%
Sales and marketing		3.1	%		3.4	%		3.2	%		3.5	%
Research and development		1.4	%		1.7	%		1.4	%		1.7	%
Foreign exchange impact of lease liabilities and forward contracts		0.1	%		0.5	%		(0.5	)%		(0.5	)%

General and Administrative. Our general and administrative expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 were ~~$26,927,000,~~$42,125,000, which represents ~~a decrease~~an increase of ~~$1,553,000,~~$46,000, or ~~5.5%~~0.1%, from the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$28,480,000.~~$42,079,000. This ~~decrease~~increase was primarily due to (i) $1,802,000 of increased employee incentives, (ii) $857,000 of increased professional services, and (iii) $747,000 of increased share-based compensation expense in connection with equity grants made to employees. These increases were partially offset by $901,000 of decreased severance and $672,000 of decreased employee-related expenses due to headcount reductions in the prior year. In addition, our general and administrative expenses for the nine months ended December 31, 2023 decreased due to fluctuations in foreign currency exchange rates ~~and our cost-cutting measures during the six months ended September 30, 2023 as~~ compared with the ~~six months ended September 30, 2022.~~prior year.

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Sales and Marketing. Our sales and marketing expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 were ~~$11,107,000,~~$17,038,000, which represents a decrease of ~~$501,000,~~$204,000, or ~~4.3%~~1.2%, from the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$11,608,000.~~$17,242,000. This decrease was primarily due to our cost-cutting measures, which included ~~(i) $355,000 of decreased employee-related expenses, (ii) $228,000 of~~ decreased marketing and advertising expenses, ~~and (iii) $121,000 of~~ decreased trade ~~shows.~~show expenses, and decreased employee-related expenses. These decreases were partially offset by ~~$304,000 of~~ increased commissions due to higher sales.

Research and Development. Our research and development expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 were ~~$4,813,000,~~$7,352,000, which represents a decrease of ~~$970,000,~~$978,000, or ~~16.8%~~11.7%, from the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$5,783,000.~~$8,330,000. This decrease was primarily due to our cost-cutting measures, which included ~~head count~~headcount reduction and a reduction in ~~other~~ research and development expenses.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022 were non-cash ~~losses~~gains of ~~$490,000~~$2,659,000 and ~~$1,760,000,~~$2,553,000, respectively. This change during the ~~six~~nine months ended ~~September 30,~~December 31, 2023 as compared with the ~~six~~nine months ended ~~September 30,~~December 31, 2022 was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities, which resulted in a non-cash ~~gain~~gains of ~~$1,822,000 compared with a non-cash loss of $1,021,000,~~$4,430,000 and $2,108,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts, which resulted in a non-cash ~~losses~~loss of ~~$2,312,000 and $739,000,~~$1,771,000 compared with a non-cash gain of $445,000, respectively, due to the changes in their fair values.

Operating Income

Consolidated Operating Income. Our consolidated operating income for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 was ~~$24,378,000,~~$33,902,000, which represents an increase of ~~$15,191,000,~~$21,189,000, or ~~165.4%~~166.7%, from the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$9,187,000, increased~~$12,713,000. This increase was primarily due to higher sales and higher gross profit ~~and lower operating expenses~~ as discussed above.

Interest Expense

Interest Expense, net. Our interest expense for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 was ~~$27,103,000,~~$45,400,000, which represents an increase of ~~$10,899,000,~~$17,725,000, or ~~67.3%~~64.0%, from interest expense for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 of ~~$16,204,000.~~$27,675,000. This increase was primarily due to (i) higher interest rates onand increased utilization of our ~~borrowing and~~ accounts receivable discount programs, which have variable interest ~~rates. Interest expense for the six months ended September 30, 2023 was further impacted by~~rates, (ii) higher interest rates on lower average outstanding balances under our credit facility, which also has variable interest rates, and (iii) non-cash interest expense incurred on the Convertible Notes issued on March 31, 2023.

Change in Fair Value of Compound Net Derivative Liability

Change in Fair Value of Compound Net Derivative Liability. Our change in fair value of compound net derivative liability for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 was a non-cash loss of ~~$530,000~~$1,690,000 associated with the convertible ~~notes.~~notes issued on March 31, 2023.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt. Our loss on extinguishment of debt was $168,000 in connection with the repayment of the remaining outstanding balance of our term loans during the ~~six~~nine months ended ~~September 30,~~December 31, 2023.

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Provision for Income Taxes

Income Tax. We recorded an income tax ~~benefit~~expense of ~~$55,000,~~$37,226,000, or an effective tax rate of ~~1.6%~~(278.7%), and ~~$325,000,~~an income tax benefit of $9,296,000, or an effective tax rate of ~~4.6%~~62.1%, for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, respectively. ~~Effective~~During the nine months ended December 31, 2023, we recorded a discrete non-cash valuation allowance of $37,461,000 on our U.S. federal and various state deferred tax ~~rates are based on current annual projections and any changes~~assets primarily due to recent losses. The change in ~~future periods could result in~~the valuation allowance resulted from an ~~effective tax rate that is materially different from~~updated forecast during the ~~current estimate.~~nine months ended December 31, 2023. The effective tax rate for the ~~six~~nine months ended ~~September 30,~~December 31, 2023, was primarily impacted by (i) ~~non-deductible executive compensation under Internal Revenue Code Section 162(m),~~the establishment of a valuation allowance on deferred tax assets that we do not expect to be realized, (ii) foreign income taxed at rates that are different from the federal statutory rate, (iii) the portion of book expense related to convertible notes and derivatives that is not expected to be deductible for tax, ~~(iii) foreign income taxed at rates that are different from the federal statutory rate,~~ and (iv) ~~specific jurisdictions that we do not expect to recognize the benefit of losses.~~non-deductible executive compensation under Internal Revenue Code Section 162(m).

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Liquidity and Capital Resources

Overview

We had working capital (current assets minus current liabilities) of ~~$163,243,000~~$154,815,000 and $154,886,000, a ratio of current assets to current liabilities of 1.4:1.0, at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively. ~~Our working capital increased as we managed the use of our accounts receivable discount programs and timing of vendor payments in connection with our inventory purchases.~~

~~We have $32,000,000 of aggregate principal amount of convertible notes outstanding that bear interest at a rate of 10% per year.~~ The convertible notes may either be redeemed for cash, converted into shares of our common stock, or a combination thereof, at our election. The convertible notes will mature on March 30, 2029, unless earlier converted, repurchased or redeemed.

Our primary source of liquidity was from ~~the use of our accounts receivable discount programs and credit facility~~cash generated from operations during the ~~six~~nine months ended ~~September 30,~~December 31, 2023. We believe cash generated from operations, our cash and cash equivalents, use of accounts receivable discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our ~~expected future~~ working capital needs, and lease and capital expenditure obligations over the next 12 months.

Share Repurchase Program

In August 2018, our board of directors approved an increase in our share repurchase program from $20,000,000 to $37,000,000 of our common stock. As of ~~September 30,~~December 31, 2023, $18,745,000 had been utilized and $18,255,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in our credit facility. We retired the 837,007 shares repurchased under this program through ~~September 30,~~December 31, 2023. 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.

Cash Flows

The following summarizes cash flows as reflected in the condensed consolidated statements of cash flows:

	Six Months Ended September 30,						Nine Months Ended December 31,
	2023			2022			2023			2022
Cash flows (used in) provided by:
Cash flows provided by (used in):
Operating activities	$	(5,170,000	)	$	(16,954,000	)	$	48,445,000		$	(21,428,000	)
Investing activities		(108,000	)		(2,817,000	)		(420,000	)		(3,855,000	)
Financing activities		4,008,000			4,689,000			(47,646,000	)		14,898,000
Effect of exchange rates on cash and cash equivalents		(33,000	)		(323,000	)		180,000			(52,000	)
Net decrease in cash and cash equivalents	$	(1,303,000	)	$	(15,405,000	)
Additional selected cash flow data:
Net increase (decrease) in cash and cash equivalents							$	559,000		$	(10,437,000	)
Additional Selected Cash flow data:
Depreciation and amortization	$	5,966,000		$	6,214,000		$	8,844,000		$	9,322,000
Capital expenditures		169,000			2,644,000			462,000			3,607,000

Net cash ~~used in~~provided by operating activities was ~~$5,170,000 and $16,954,000~~$48,445,000 during the ~~six~~nine months ended ~~September 30,~~December 31, 2023 ~~and 2022, respectively.~~compared with net cash used in operations of $21,428,000 during the nine months ended December 31, 2022. The ~~change~~significant changes in our operating activities ~~reflects~~reflect (i) the ~~increase in our accounts receivable balances as we managed~~timing of supplier payments compared with the ~~use of accounts receivable discount programs,~~prior year, (ii) ~~a less significant increase~~continued investments in inventory ~~during the current year as~~to support anticipated future demand for our products compared with inventory reduction initiatives in the prior year, and (iii) increased collections of our accounts receivable balances resulting from higher sales during the current year. We continue to manage our working capital to maximize our operating ~~results (net income plus the net add-back for non-cash transactions in earnings).~~ cash flow.

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Net cash used in investing activities was ~~$108,000~~$420,000 and ~~$2,817,000~~$3,855,000 during the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, respectively. The change in our investing activities primarily resulted from decreased capital expenditures.

Net cash used in financing activities was $47,646,000 during the nine months ended December 31, 2023 compared with net cash provided by financing activities ~~was $4,008,000 and $4,689,000~~of $14,898,000 during the ~~six~~nine months ended ~~September 30, 2023 and 2022, respectively.~~December 31, 2022. The change in our financing activities primarily resulted from ~~payments~~(i) the repayment of amounts outstanding under our credit facility of $43,325,000 and (ii) the payment of debt issuance costs incurred in connection with the ~~convertible notes and the amendment~~amendments to our credit facility which allowed us to repay the remaining outstanding balance of our term loans, partially offset by an increase in net borrowing under our credit facility as we managed the use of our accounts receivable discount programs to reduce overall interest expenseand convertible notes during the ~~six~~nine months ended ~~September 30,~~December 31, 2023.

Capital Resources

Credit Facility

We are party to a $268,620,000 senior secured financing (as amended from time to time, the “Credit Facility”) consisting of a $238,620,000 revolving loan facility (the “Revolving Facility”), subject to certain restrictions, and a $30,000,000 term loan facility (the “Term Loans”). ~~The~~Prior to the eighth amendment discussed below, the loans under the Credit Facility were scheduled to mature on May 28, ~~2026 and the~~2026. The lenders have a security interest in substantially all of our assets.

On August 3, 2023, we entered into a seventh amendment to the Credit Facility, which among other things, (i) permitted us to repay our outstanding balance of Term Loans, (ii) permitted the exclusion of quarterly principal payments of Term Loans from the fixed charge coverage ratio (including retrospectively for the prior periods) for all quarters beginning June 30, 2023, (iii) reset the fixed charge coverage ratio financial covenant level for the quarters ending September 30, 2023 and December 31, 2023, (iv) eliminated the senior leverage ratio financial covenant effective with the quarter ended June 30, 2023, (v) extended the minimum undrawn availability financial covenant through the delivery of the June 30, 2024 compliance certificate, and (vi) excluded the amount of all amendment fees and expenses incurred in connection with this amendment as well as prior unamortized fees associated with the Term Loans from bank EBITDA and the fixed charge coverage ratio financial covenant.

On August 3, 2023, we repaid the remaining outstanding balance of our Term Loans and recorded a loss on extinguishment of debt for the remaining unamortized debt issuance costs of $168,000 in the condensed consolidated statement of operations.

~~The~~On December 12, 2023, we entered into an eighth amendment to the Credit Facility, aswhich among other things, (i) extended the maturity date to December 12, 2028 from May 28, 2026, (ii) amended ~~requires us~~the definition of “Applicable Margin” to ~~maintain~~provide for a ~~minimum~~pricing grid, with the Applicable Margin for Term SOFR loans ranging from 2.75% to 3.25% and the Applicable Margin for base rate loans ranging from 1.75% to 2.25%, in each case based on average daily undrawn availability for the most recently completed calendar quarter, (iii) amended the existing fixed charge coverage ratio financial covenant that is only tested if undrawn availability (which may include up to $8,000,000 of suppressed availability) is less than 22.5% of the aggregate revolving commitments, and (iv) amended the definitions of Consolidated EBITDA and fixed charge coverage ratio and ~~a specified minimum undrawn availability. We were in compliance these covenants as of September 30, 2023.~~certain component definitions used therein.

We had ~~$165,000,000~~$115,000,000 and $145,200,000 outstanding under the Revolving Facility at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively. In addition, $6,370,000 was outstanding for letters of credit at ~~September 30,~~December 31, 2023. At ~~September 30,~~December 31, 2023, after certain contractual adjustments, ~~$67,250,000~~$114,168,000 was available under the Revolving Facility. The interest rate on ~~the Company’s~~our Revolving Facility was ~~8.68%~~8.71% and 8.13% respectively, at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively.

The Credit Facility, as amended, requires us to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of the aggregate revolving commitments and a specified minimum undrawn availability. At December 31, 2023, the undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested. We were in compliance with these covenants as of December 31, 2023.

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Convertible Notes

On March 31, 2023, we entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in kind or (ii) in cash, annually in arrears on April 1 of each year, commencing on April 1, 2024. The Convertible Notes have an initial conversion price of approximately $15.00 per share of common stock. (“Conversion Option”). Unless and until we deliver a redemption notice, the Purchasers of the Convertible Notes may convert their Convertible Notes at any time at their option. Upon conversion, the Convertible Notes will be settled in shares of our common stock. Except in the case of the occurrence of a fundamental transaction, as defined in the form of convertible promissory note, we may not redeem the Convertible Notes prior to March 31, 2026. After March 31, 2026, we may redeem all or part of the Convertible Notes for a cash purchase (the “Company Redemption”) price.

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On June 8, 2023, we entered into the first amendment to the Note Purchase Agreement, which among other things, removed a provision that specified the Purchasers would be entitled to receive a dividend or distribution payable in certain circumstances. This amendment was effective as of March 31, 2023.

On August 1, 2023, we entered into the second amendment to the Note Purchase Agreement, which amended the definition of “Permitted Restricted Payments” to permit the prepayment of our Term Loans.

In connection with the Note Purchase Agreement, we entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at ~~September 30,~~December 31, 2023 and March 31, 2023.

The Company Redemption option has been combined with the Conversion Option as a compound net derivative liability (the “Compound Net Derivative Liability”). The Compound Net Derivative Liability has been recorded within convertible note, related party in the condensed consolidated balance sheets at ~~September 30,~~December 31, 2023 and March 31, 2023. The fair value of the Conversion Option and the Company Redemption option using Level 3 inputs and the Monte Carlo simulation model was a liability of ~~$11,300,000~~$13,500,000 and $10,400,000, and an asset of ~~$2,340,000~~$3,380,000 and $1,970,000 at ~~September 30,~~December 31, 2023 and March 31, 2023, respectively. During the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023, we recorded ~~$390,000~~$1,160,000 and ~~$530,000,~~$1,690,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statement of operations and condensed consolidated statement of cash flows.

Accounts Receivable Discount Programs

We use accounts receivable discount programs ~~with~~offered by certain customers and their respective banks. Under these programs, we have options to sell those customers’ receivables to those banks at a discount to be agreed upon at the time the receivables are sold. These discount arrangements allow us to accelerate receipt of payment on customers’ receivables. While these arrangements have reduced our working capital needs, there can be no assurance that these programs will continue in the future. Interest expense resulting from these programs would increase if interest rates rise, if utilization of these discounting arrangements expands, if customers extend their payment to us, or if the discount period is extended to reflect more favorable payment terms to customers.

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The following is a summary of the accounts receivable discount programs:

	Six Months Ended September 30,						Nine Months Ended December 31,
	2023			2022			2023			2022
Receivables discounted	$	255,303,000		$	283,359,000		$	465,073,000		$	428,868,000
Weighted average number of days collection was accelerated		338			327			334			323
Annualized weighted average discount rate		6.6	%		4.4	%		6.8	%		5.0	%
Amount of discount recognized as interest expense	$	15,940,000		$	11,293,000		$	29,395,000		$	19,131,000

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Capital Expenditures and Commitments

Capital Expenditures

Our total capital expenditures, including finance leases and non-cash capital expenditures were ~~$315,000~~$559,000 and ~~$2,792,000~~$3,632,000 for the ~~six~~nine months ended ~~September 30,~~December 31, 2023 and 2022, respectively. These capital expenditures primarily include the purchase of equipment for our operations. We expect to incur approximately ~~$4,000,000~~$1,500,000 of capital expenditures during fiscal 2024 to support our operations. We have used and expect to continue using our working capital and additional capital lease obligations to finance these capital expenditures.

Related Party Transactions

Lease

In December 2022, we entered into an operating lease for our 35,000 square foot manufacturing, warehouse, and office facility in Ontario, Canada, with a company co-owned by a member of management. The lease, which commenced January 1, 2023, ~~has~~had an initial term of one year with a base rent of approximately $27,000 per month and ~~includes~~included options to renew for up to four years. In November 2023, we exercised one of these options to renew for an additional one-year period. The rent expense recorded for the related party lease was $81,000 and ~~$162,000~~$243,000 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2023.

Convertible Note and Election of Director

In connection with the issuance and sale of our Convertible Notes on March 31, 2023, the Board appointed Douglas Trussler, a co-founder of Bison Capital in 2001, to the Board. Mr. Trussler’s compensation will be consistent with our previously disclosed standard compensation practices for non-employee directors, which are described in our Definitive Proxy Statement, filed with the SEC on July 28, 2023.

Litigation

We are subject to various lawsuits and claims. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business, and our compliance with law, code, and regulations related to all matters including but not limited to environmental, information security, taxes, levies, tariffs and such.

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Critical Accounting Policies

There have been no material changes to, except as noted below, our critical accounting policies and estimates that are presented in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed on June 14, 2023.

Recently Adopted Accounting Pronouncements

Supplier Finance Programs

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations. This standard requires qualitative and quantitative disclosures sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of supplier finance programs. The guidance is effective for fiscal years beginning after December 15, 2022.

During the three months ended December 31, 2023, we launched a supplier finance program as part of our ongoing efforts to improve cash flow and liquidity. This program allows certain of our suppliers to sell their receivables due from us to a participating financial institution at the sole discretion of both the supplier and the financial institution. The program is administered by a third party. We have no economic interest in the sale of these receivables and no direct relationship with the financial institution. Payments to the third-party administrator are based on services rendered and are not on related to the volume or number of financing agreements between suppliers, financial institution, and the third-party administrator. We are not a party to agreements negotiated between participating suppliers and the financial institution. Our obligations to our suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in this program. We do not provide guarantees and there are no assets pledged to the financial institution or the third-party administrator for the committed payment in connection with this program. Any amounts confirmed as outstanding supplier invoices are included within accounts payable on the condensed consolidated balance sheets. As of December 31, 2023, we had no outstanding supplier obligations confirmed under this program.

Accounting Pronouncements Not Yet Adopted

Disclosure Improvements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This standard was issued in response to the SEC’s disclosure update and simplification initiative, which affects a variety of topics within the Accounting Standards Codification. The amendments apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. We are currently evaluating the impact this guidance will have on our financial statement disclosures.

Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This standard requires us to disclose significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment operating results. The standard also requires us to disclose the total amount of any other items included in segment operating results, which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items. In addition, the standard also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resources. The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact this guidance will have on our financial statement disclosures.

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Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires us to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires us to annually disclose our income taxes paid (net of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied prospective basis, although optional retrospective application is permitted. We are currently evaluating the impact this guidance will have on our financial statement disclosures.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk from the information provided in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K as of March 31, 2023, which was filed with the SEC on June 14, 2023.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including our chief executive officer, chief financial officer, and chief accounting officer, as appropriate to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of management, including our chief executive officer, chief financial officer, and chief accounting officer, we have conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, our chief executive officer, chief financial officer, and chief accounting officer concluded that MPA’s disclosure controls and procedures were effective as of ~~September 30,~~December 31, 2023.

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Inherent Limitations on Effectiveness of Controls

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, applying certain estimates and judgments as required.

Internal control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended ~~September 30,~~December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

There have been no material changes in the risk factors set forth in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed on June 14, 2023.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Limitation on Payment of Dividends and Share Repurchases

The Credit Facility currently permits the payment of up to $30,000,000 of dividends and share repurchases for fiscal year 2024, subject to pro forma compliance with amended financial covenants.

Purchases of Equity Securities by the Issuer

Shares repurchased during the three months ended ~~September 30,~~December 31, 2023 were as follows:

Periods	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)		Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)

July 1 - July 31, 2023:
October 1 - October 31, 2023:
Open market and privately negotiated purchases		-	$	-		-	$	18,255,000		-	$	-		-	$	18,255,000
August 1 - August 31, 2023:
November 1 - November 30, 2023:
Open market and privately negotiated purchases		-	$	-		-		18,255,000		-	$	-		-		18,255,000
September 1 - September 30, 2023:
December 1 - December 31, 2023:
Open market and privately negotiated purchases		-	$	-		-		18,255,000		-	$	-		-		18,255,000
Total		0				0	$	18,255,000		0				0	$	18,255,000

(1)

As of ~~September 30,~~December 31, 2023, $18,745,000 had been utilized and $18,255,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in our Credit Facility. We retired the 837,007 shares repurchased under this program through ~~September 30,~~December 31, 2023. 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.

Item 3.

Defaults Upon Senior Securities

None.

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Item 5.

Other Information

(a)

None.

(b)

None.

(c)	During the quarter ended ~~September 30,~~December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each such term is defined in Item 408 of Regulation S-K.

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Item 6.

Exhibits

(a)

Exhibits:

Number	Description of Exhibit	Method of Filing
3.1	Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 declared effective on March 22, 1994 (the “1994 Registration Statement”).

3.2	Amendment to Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No. 33-97498) declared effective on November 14, 1995.

3.3	Amendment to Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997.

3.4	Amendment to Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the “1998 Form 10-K”).

3.5	Amendment to Certificate of Incorporation of the Company	Incorporated by reference to Exhibit C to the Company’s proxy statement on Schedule 14A filed with the SEC on November 25, 2003.

3.6	Amended and Restated By-Laws of Motorcar Parts of America, Inc.	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 24, 2010.

3.7	Certificate of Amendment of the Certificate of Incorporation of the Company	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 17, 2014.

3.8	Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on June 9, 2016	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 14, 2016.

3.9	Amendment to the Amended and Restated By-Laws of the Company	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 22, 2017.

3.10	Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on January 26, 2022	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 1, 2022.

4.1	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934	Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on August 9, 2022.

4.2	2004 Non-Employee Director Stock Option Plan	Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A for the 2004 Annual Shareholders Meeting.

4.3	2010 Incentive Award Plan	Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on December 15, 2010.

4.4	Amended and Restated 2010 Incentive Award Plan	Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 5, 2013.

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Number	Description of Exhibit		Method of Filing
4.5	Second Amended and Restated 2010 Incentive Award Plan		Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 3, 2014.

4.6	2014 Non-Employee Director Incentive Award Plan		Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on March 3, 2014.

4.7	Third Amended and Restated 2010 Incentive Award Plan		Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on November 20, 2017.

4.8	Fourth Amended and Restated 2010 Incentive Award Plan		Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 24, 2020.

4.9	2022 Incentive Award Plan		Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 29, 2022.

4.10	Form of Convertible Promissory Note		Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 31, 2023.

4.11	Form of Common Stock Warrant		Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 31, 2023.

4.12	First Amended and Restated Convertible Promissory Note		Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on June 14, 2023.

4.13	First Amended and Restated Common Stock Warrant		Incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K filed on June 14, 2023.

10.1	Seventh Amendment to Amended and Restated Loan Agreement, dated as of August 3, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent		Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023.

10.2		Second Amendment to the Note Purchase Agreement		Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 9, 2023.

10.3	Eighth Amendment to Amended and Restated Loan Agreement, dated as of December 12, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent		Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2023.

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002		Filed herewith.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002		Filed herewith.

31.3	Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002		Filed herewith.

32.1	Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002		Filed herewith.

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Number	Description of Exhibit	Method of Filing

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document).

101.SCM	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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, thereunto duly authorized.

	MOTORCAR PARTS OF AMERICA, INC.

Dated: ~~November~~February 9, ~~2023~~2024	By:	/s/ David Lee
		David Lee
		Chief Financial Officer

Dated: ~~November~~February 9, ~~2023~~2024	By:	/s/ Kamlesh Shah
		Kamlesh Shah
		Chief Accounting Officer