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, 2024 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on
June 11, 2024, and the 10-K/A for the fiscal year ended March 31, 2024 as filed with the SEC on June 28, 2024.
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 11, 2024,
and the 10-K/A for the fiscal year ended March 31, 2024 as filed with the SEC on June 28,
2024, 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 global 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. In addition, during the six months ended September 30, 2024, we ceased manufacturing at our Torrance, California facility, reduced our headcount, and incurred certain transition expenses in connection with our on-going
strategy to utilize our global footprint to enhance operating efficiencies and expect to realize future benefit from these cost-saving measures.
Segment Reporting
Our three operating segments are as follows:
|
• |
Hard Parts, which includes (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, which includes (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, which includes non-discretionary automotive aftermarket replacement hard parts for heavy-duty truck, industrial, marine, and agricultural applications.
|
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 18 of the notes to condensed consolidated financial statements for more information.
Results of Operations for the Three Months Ended September 30, 2024 and 2023
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
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
Cash flow provided by operations
|
|
$
|
22,852,000
|
|
|
$
|
15,300,000
|
|
Finished goods turnover (annualized) (1)
|
|
|
4.1
|
|
|
|
4.1
|
|
|
(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
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
Net sales
|
|
$
|
208,186,000
|
|
|
$
|
196,639,000
|
|
Cost of goods sold
|
|
|
166,909,000
|
|
|
|
155,491,000
|
|
Gross profit
|
|
|
41,277,000
|
|
|
|
41,148,000
|
|
Gross margin
|
|
|
19.8
|
%
|
|
|
20.9
|
%
|
Net Sales. Our consolidated net sales for the three months ended September 30, 2024 were $208,186,000, which represents an increase of $11,547,000, or 5.9%, from the three months ended September 30, 2023
of $196,639,000. Our sales for the three months ended September 30, 2024 compared with the three months September 30, 2023 reflect continued strong demand for rotating electrical and brake-related products.
Gross Profit. Our consolidated gross profit was $41,277,000, or 19.8% of consolidated net sales, for the three months ended September 30, 2024 compared with
$41,148,000, or 20.9% of consolidated net sales, for the three months ended September 30, 2023. The decrease in our gross margin for the three months ended September 30, 2024 reflects (i) $2,686,000 of certain one-time expenses for onboarding new
business and (ii) $1,298,000 of transition expenses in connection with our on-going strategy to utilize our global footprint to enhance operating efficiencies. We expect to realize future benefit from this new business and cost-saving
initiatives.
In addition, our gross margin for the three months ended September 30, 2024 compared with the three months ended September 30, 2023 was impacted by (i) amortization of core and finished goods premiums paid to customers
related to new business of $2,621,000 and $2,707,000, respectively and (ii) 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 $1,164,000 and $1,995,000, respectively.
Operating Expenses
The following summarizes our consolidated operating expenses:
|
|
Three Months Ended
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
General and administrative
|
|
$
|
15,052,000
|
|
|
$
|
14,325,000
|
|
Sales and marketing
|
|
|
5,834,000
|
|
|
|
5,688,000
|
|
Research and development
|
|
|
2,443,000
|
|
|
|
2,438,000
|
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
5,428,000
|
|
|
|
4,760,000
|
|
|
|
|
|
|
|
|
|
|
Percent of net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
7.2
|
%
|
|
|
7.3
|
%
|
Sales and marketing
|
|
|
2.8
|
%
|
|
|
2.9
|
%
|
Research and development
|
|
|
1.2
|
%
|
|
|
1.2
|
%
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
2.6
|
%
|
|
|
2.4
|
%
|
General and Administrative. Our general and administrative expenses for the three months ended September 30, 2024 were $15,052,000, which represents an increase of $727,000, or 5.1%, from the three months
ended September 30, 2023 of $14,325,000. This increase was primarily due to the timing of certain expenses.
Sales and Marketing. Our sales and marketing expenses were consistent at $5,834,000 for the three months ended September 30, 2024 compared with $5,688,000 for the three months ended September 30, 2023.
Research and Development. Our research and development expenses were consistent at $2,443,000 for the three months ended September 30, 2024 compared with $2,438,000 for the three months ended September
30, 2023.
Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts were non-cash losses of $5,428,000 and $4,760,000 for the three
months ended September 30, 2024 and 2023, respectively. This change during the three months ended September 30, 2024 compared with the three months ended September 30, 2023 was primarily due to (i) the remeasurement of our foreign
currency-denominated lease liabilities, which resulted in non-cash losses of $3,978,000 and $1,948,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts, which resulted in
non-cash losses of $1,450,000 and $2,812,000, 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, 2024 was $12,520,000 compared with $13,937,000 for the three months ended September 30, 2023. This
decrease was primarily due our foreign exchange impact of lease liabilities and forward contracts and other items as discussed above.
Interest Expense
Interest Expense, net. Our interest expense for the three months ended September 30, 2024 was $14,182,000, which represents a decrease of $1,201,000, or 7.8%, from interest
expense for the three months ended September 30, 2023 of $15,383,000. This decrease was primarily due to lower average outstanding balances under our credit facility and lower interest rates. In addition, lower discount rates on accounts receivable
discount programs was partially offset by increased collection of receivables utilizing these programs as a result of higher sales.
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 associated with the convertible notes issued on March 31,
2023 was a non-cash loss of $380,000 and $390,000 for the three months ended September 30, 2024 and 2023, respectively.
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 three months ended September 30, 2023.
Provision for Income Taxes
Income Tax. We recorded an income tax expense of $912,000, or an effective tax rate of (44.7)%, compared with an income tax benefit of $46,000, or an effective tax rate of 2.3%,
for the three months ended September 30, 2024 and 2023, respectively. The effective tax rate for the three months ended September 30, 2024, was primarily impacted by (i) the change in valuation allowance, (ii) specific jurisdictions that we do not
expect to recognize the benefit of losses, and (iii) foreign income taxed at rates that are different from the federal statutory rate.
Results of Operations for the Six Months Ended September 30, 2024 and 2023
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,
|
|
|
|
2024
|
|
|
2023
|
|
Cash flows provided by (used in) operations
|
|
$
|
2,011,000
|
|
|
$
|
(5,170,000
|
)
|
Finished goods turnover (annualized) (1)
|
|
|
3.8
|
|
|
|
3.8
|
|
|
(1) |
Annualized finished goods turnover for the fiscal period is calculated by multiplying cost of goods sold for the fiscal period by 2 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.
|
Net Sales and Gross Profit
The following summarizes net sales and gross profit:
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
Net sales
|
|
$
|
378,073,000
|
|
|
$
|
356,344,000
|
|
Cost of goods sold
|
|
|
307,622,000
|
|
|
|
288,629,000
|
|
Gross profit
|
|
|
70,451,000
|
|
|
|
67,715,000
|
|
Gross margin
|
|
|
18.6
|
%
|
|
|
19.0
|
%
|
Net Sales. Our consolidated net sales for the six months ended September 30, 2024 were $378,073,000, which represents an increase of $21,729,000, or 6.1%, from the six months ended September 30, 2023 of
$356,344,000. Our sales for the six months ended September 30, 2024 compared with the six months ended September 30, 2023 reflect continued strong demand for rotating electrical and brake-related products. In addition, we have experienced strong
demand for our test solutions and diagnostic equipment.
Gross Profit. Our consolidated gross profit was $70,451,000, or 18.6% of consolidated net sales, for the six months ended September 30, 2024 compared with
$67,715,000, or 19.0% of consolidated net sales, for the six months ended September 30, 2023. Our gross margin for the six months ended September 30, 2024 was slightly reduced due to the following (i) $2,686,000 of certain one-time expenses for
onboarding new business and (ii) $1,298,000 of transition expenses in connection with our on-going strategy to utilize our global footprint to enhance operating efficiencies. We expect to realize future benefit from this new business and
cost-saving initiatives.
In addition, our gross margin for the six months ended September 30, 2024 compared with the six months ended September 30, 2023 was impacted by (i) amortization of core and finished goods premiums paid to customers
related to new business of $5,349,000 and $5,364,000, respectively and (ii) 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 $1,558,000 and $2,773,000, respectively.
Operating Expenses
The following summarizes our consolidated operating expenses:
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
31,722,000
|
|
|
$
|
26,927,000
|
|
Sales and marketing
|
|
|
11,283,000
|
|
|
|
11,107,000
|
|
Research and development
|
|
|
4,876,000
|
|
|
|
4,813,000
|
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
16,506,000
|
|
|
|
490,000
|
|
|
|
|
|
|
|
|
|
|
Percent of net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
8.4
|
%
|
|
|
7.6
|
%
|
Sales and marketing
|
|
|
3.0
|
%
|
|
|
3.1
|
%
|
Research and development
|
|
|
1.3
|
%
|
|
|
1.4
|
%
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
4.4
|
%
|
|
|
0.1
|
%
|
General and Administrative. Our general and administrative expenses for the six months ended September 30, 2024 were $31,722,000, which represents an increase of $4,795,000, or 17.8%, from the six months
ended September 30, 2023 of $26,927,000. This increase was primarily due to (i) $2,848,000 of increased severance during the six months ended September 30, 2024 due to headcount reductions in connection with our strategy to utilize our global
footprint to enhance operating efficiencies and (ii) a loss of $1,726,000 during the six months ended September 30, 2024 compared with a gain $155,000 during the six months ended September 30, 2023 resulting from foreign currency exchange rates.
Sales and Marketing. Our sales and marketing expenses were consistent at $11,283,000 for the six months ended September 30, 2024 compared with $11,107,000 for the six months ended September 30, 2023.
Research and Development. Our research and development expenses were consistent at $4,876,000 for the six months ended September 30, 2024 compared with $4,813,000 for the six months ended September 30,
2023.
Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts were non-cash losses of $16,506,000 and $490,000 for the six
months ended September 30, 2024 and 2023, respectively. This change during the six months ended September 30, 2024 compared with the six months ended September 30, 2023 was primarily due to (i) the remeasurement of our foreign currency-denominated
lease liabilities, which resulted in a non-cash loss of $9,687,000 compared with a non-cash gain of $1,822,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts, which
resulted in non-cash losses of $6,819,000 and $2,312,000, respectively, due to the changes in their fair values.
Operating Income
Consolidated Operating Income. Our consolidated operating income for the six months ended September 30, 2024 was $6,064,000 compared with $24,378,000 for the six months ended September 30, 2023. This
decrease was primarily due our foreign exchange impact of lease liabilities and forward contracts and other items as discussed above.
Interest Expense
Interest Expense, net. Our interest expense for the six months ended September 30, 2024 was $28,569,000, which represents an increase of $1,466,000, or 5.4%, from interest expense
for the six months ended September 30, 2023 of $27,103,000. This increase was primarily due to increased collection of receivables utilizing accounts receivable discount programs resulting from higher sales partially offset by lower average
outstanding balances under our credit facility and lower interest rates.
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 associated with the convertible notes issued on March 31,
2023 was a non-cash gain of $2,200,000 compared with a non-cash loss of $530,000 for the six months ended September 30, 2024 and 2023, respectively.
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 months ended September 30, 2023.
Provision for Income Taxes
Income Tax. We recorded an income tax expense of $734,000, or an effective tax rate of (3.6)%, compared with an income tax benefit of $55,000, or an effective tax rate of 1.6%, for
the six months ended September 30, 2024 and 2023, respectively. The effective tax rate for the six months ended September 30, 2024, was primarily impacted by (i) the change in valuation allowance, (ii) specific jurisdictions that we do not expect
to recognize the benefit of losses, and (iii) foreign income taxed at rates that are different from the federal statutory rate.
Liquidity and Capital Resources
Overview
We had working capital (current assets minus current liabilities) of $154,260,000 and $156,034,000, a ratio of current assets to current liabilities of 1.4:1.0, at September 30, 2024 and March 31, 2024, respectively.
In June 2024, we enrolled in a feature with our lenders, under which we sweep our cash collections to pay down our revolving facility and borrow on-demand to fund payments. This feature is expected to reduce interest expense on borrowings under
the credit facility.
Our primary source of liquidity was from cash generated from operations, the use of our receivable discount programs, and credit facility during the six months ended September 30, 2024. We believe our cash and cash equivalents, use of receivable
discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future liquidity needs, including 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, 2024, $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, 2024. 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,
|
|
|
|
2024
|
|
|
2023
|
|
Cash flows provided by (used in):
|
|
|
|
|
|
|
Operating activities
|
|
$
|
2,011,000
|
|
|
$
|
(5,170,000
|
)
|
Investing activities
|
|
|
(979,000
|
)
|
|
|
(108,000
|
)
|
Financing activities
|
|
|
(4,365,000
|
)
|
|
|
4,008,000
|
|
Effect of exchange rates on cash and cash equivalents
|
|
|
(228,000
|
)
|
|
|
(33,000
|
)
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
$
|
(3,561,000
|
)
|
|
$
|
(1,303,000
|
)
|
|
|
|
|
|
|
|
|
|
Additional selected cash flow data:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
5,330,000
|
|
|
$
|
5,966,000
|
|
Capital expenditures
|
|
|
1,047,000
|
|
|
|
169,000
|
|
Net cash provided by operating activities was $2,011,000 compared with cash used in operating activities of $5,170,000 during the six months ended September 30, 2024 and 2023, respectively. The significant changes in our operating activities
were due to our management of working capital, which included the reduction of inventory and increased collections of accounts receivable balances resulting from higher sales partially offset by the pay down of our accounts payable balances. Our
accounts receivable balances were significantly higher in the prior year compared with the current year as we managed the use of accounts receivable discount programs in the prior year. We continue to manage our working capital to maximize our
operating cash flow.
Net cash used in investing activities was $979,000 and $108,000 during the six months ended September 30, 2024 and 2023, respectively. The change in our investing activities primarily resulted from increased capital expenditures.
Net cash used in financing activities was $4,365,000 compared with cash provided by financing activities of $4,008,000 during the six months ended September 30, 2024 and 2023, respectively. The change in our financing activities primarily
resulted from net repayments in the current year compared with net borrowings in the prior year under our credit facility.
Capital Resources
Credit Facility
We have $268,620,000 in 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 Term Loans were repaid during the year ended March 31, 2024. The Credit Facility matures on December 12, 2028. The lenders have a security interest in substantially all of our assets. In June 2024, we enrolled in a
feature with our lenders, under which we sweep our cash collections to pay down our Revolving Facility and borrow on-demand to fund payments. This feature is expected to reduce interest expense on borrowings under the Credit Facility.
We had $124,691,000 and $128,000,000 outstanding under the Revolving Facility at September 30, 2024 and March 31, 2024, respectively. In addition, $7,047,000 was outstanding for letters of credit at September 30,
2024. At September 30, 2024, after certain contractual adjustments, $94,330,000 was available under the Revolving Facility. The interest rate on our Revolving Facility was 8.17% and 8.43%, at September 30, 2024 and March 31, 2024,
respectively.
The Credit Facility 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. During the
six months ended September 30, 2024, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested.
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. In April 2024,
non-cash accrued interest on the Convertible Notes of $3,209,000 was paid in-kind and is included in the principal amount of Convertible Notes at September 30, 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. The effective interest rate was 18.3% as of September 30, 2024 and March 31, 2024, respectively.
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, 2024 and March 31, 2024.
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, 2024 and March 31, 2024. 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 $6,400,000 and $9,800,000, and an asset of $1,190,000 and $2,390,000 at September 30, 2024 and March 31, 2024, respectively. During the three months ended September 30, 2024 and 2023, we recorded losses of $380,000 and
$390,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statement of operations. During the six months ended September 30, 2024 and 2023, we recorded a gain of $2,200,000 and a loss
of $530,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statements of operations and condensed consolidated statements 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, 2024 and March 31, 2024.
Accounts Receivable Discount Programs
We use accounts receivable discount programs 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.
The following is a summary of the accounts receivable discount programs:
|
|
Six Months Ended
|
|
|
|
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
Receivables discounted
|
|
$
|
303,638,000
|
|
|
$
|
255,303,000
|
|
Weighted average number of days collection was accelerated
|
|
|
343
|
|
|
|
338
|
|
Annualized weighted average discount rate
|
|
|
6.5
|
%
|
|
|
6.6
|
%
|
Amount of discount recognized as interest expense
|
|
$
|
18,870,000
|
|
|
$
|
15,940,000
|
|
Supplier Finance Programs
We utilize a supplier finance program, which allows certain of our suppliers to sell their receivables due from us to participating financial institutions at the sole discretion of both the supplier and the financial institutions. The program is
administered by a third party. As of September 30, 2024, $15,000,000 of commitments from participating financial institutions is available to suppliers under this program. 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 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. At September 30, 2024, we had
$26,487,000 of outstanding supplier obligations confirmed as valid under this program, included in accounts payable and accrued liabilities in the condensed consolidated balance sheet.
Capital Expenditures and Commitments
Capital Expenditures
Our total capital expenditures were $1,219,000 and $315,000 for six months ended September 30, 2024 and 2023, respectively. These capital expenditures include (i) cash paid for the purchase of plant and equipment, (ii) equipment acquired under
finance leases, and (iii) non-cash capital expenditures. Capital expenditures for fiscal 2025 primarily include the purchase of equipment for our current operations. We expect to incur approximately $5,000,000 of capital expenditures primarily to
support our global growth initiatives and current operations during fiscal 2025. 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, had
an initial term of one year with a base rent of approximately $27,000 per month and 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 for the three and six months ended September 30, 2024 and 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, 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 26, 2024.
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. We have an immaterial amount accrued related to these exposures to various
lawsuits and claims.
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, 2024, which was filed on June 11, 2024, and the
10-K/A for the fiscal year ended March 31, 2024 as filed with the SEC on June 28, 2024.
Accounting Pronouncements Not Yet Adopted
Disclosure Improvements
In October 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.
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, 2024, which was filed with the SEC on
June 11, 2024, and the 10-K/A for the fiscal year ended March 31, 2024 as filed with the SEC on June 28, 2024.
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, 2024.
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.
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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. |
Legal Proceedings
|
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. We have an immaterial amount accrued related to these exposures to various
lawsuits and claims.
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, 2024, filed on June 11, 2024, and the 10-K/A for the fiscal year ended March 31, 2024 as
filed with the SEC on June 28, 2024.
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 2025, 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, 2024 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1 - July 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
18,255,000
|
|
August 1 - August 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
18,255,000
|
|
September 1 - September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
18,255,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
$
|
18,255,000
|
|
|
(1) |
As of September 30, 2024, $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, 2024. 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.
Item 5. |
Other Information
|
(a)
|
None.
|
|
|
(b)
|
None.
|
|
|
(c)
|
During the quarter ended September 30, 2024, 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.
|
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
|
|
|
|
|
|
|
|
3.4
|
|
Amendment to Certificate of Incorporation of the Company
|
|
|
3.5
|
|
Amendment to Certificate of Incorporation of the Company
|
|
|
3.6
|
|
Amended and Restated By-Laws of Motorcar Parts of America, Inc.
|
|
|
3.7
|
|
Certificate of Amendment of the Certificate of Incorporation of the Company
|
|
|
3.8
|
|
Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on June 9, 2016
|
|
|
3.9
|
|
Amendment to the Amended and Restated By-Laws of the Company
|
|
|
3.10
|
|
Third Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on January 26, 2022
|
|
|
4.1
|
|
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
|
|
|
4.2
|
|
2004 Non-Employee Director Stock Option Plan
|
|
|
4.3
|
|
2010 Incentive Award Plan
|
|
|
4.4
|
|
Amended and Restated 2010 Incentive Award Plan
|
|
|
Number
|
|
Description of Exhibit
|
|
Method of Filing
|
4.5
|
|
Second Amended and Restated 2010 Incentive Award Plan
|
|
|
4.6
|
|
2014 Non-Employee Director Incentive Award Plan
|
|
|
4.7
|
|
Third Amended and Restated 2010 Incentive Award Plan
|
|
|
4.8
|
|
Fourth Amended and Restated 2010 Incentive Award Plan
|
|
|
4.9
|
|
2022 Incentive Award Plan
|
|
|
4.10
|
|
Form of Convertible Promissory Note
|
|
|
4.11
|
|
Form of Common Stock Warrant
|
|
|
4.12
|
|
First Amended and Restated Convertible Promissory Note
|
|
|
4.13
|
|
First Amended and Restated Common Stock Warrant
|
|
|
4.14
|
|
First Amended and Restated 2022 Incentive Award Plan
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
|
Filed herewith.
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
|
Filed herewith.
|
|
|
Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
|
|
Filed herewith.
|
|
|
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.
|
97.1
|
|
Policy for Recovery of Erroneously Awarded Compensation
|
|
|
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)
|
|
|
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 12, 2024
|
By:
|
/s/ David Lee
|
|
|
David Lee
|
|
|
Chief Financial Officer
|
|
|
|
Dated: November 12, 2024
|
By:
|
/s/ Kamlesh Shah
|
|
|
Kamlesh Shah
|
|
|
Chief Accounting Officer
|
39