MOTORCAR PARTS OF AMERICA INC

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, 2022

☐ 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 19,422,181 shares of Common Stock outstanding at November 2, 2022.

MOTORCAR PARTS OF AMERICA, INC.

Anchor TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Comprehensive (Loss) Income	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	22
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 5. Other Information	33
Item 6. Exhibits	34
SIGNATURES	36

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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.

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PART I — FINANCIAL INFORMATION

Anchor

ITEM 1. Financial Statements

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Anchor Condensed Anchor Consolidated Anchor Balance Sheets Anchor

ASSETS	September 30, 2022 — (Unaudited)
Current assets:
Cash and cash equivalents	$ 7,611,000	$	23,016,000
Short-term investments	1,989,000		2,202,000
Accounts receivable — net	79,861,000		85,075,000
Inventory	401,202,000		385,504,000
Contract assets	33,861,000		27,500,000
Prepaid expenses and other current assets	15,511,000		13,688,000
Total current assets	540,035,000		536,985,000
Plant and equipment — net	47,853,000		51,062,000
Operating lease assets	77,965,000		81,997,000
Long-term deferred income taxes	28,150,000		26,982,000
Long-term contract assets	313,188,000		310,255,000
Goodwill and intangible assets — net	6,046,000		7,004,000
Other assets	1,476,000		1,413,000
TOTAL ASSETS	$ 1,014,713,000	$	1,015,698,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$ 169,518,000	$	168,435,000
Customer finished goods returns accrual	27,516,000		38,086,000
Contract liabilities	50,213,000		42,496,000
Revolving loan	163,000,000		155,000,000
Other current liabilities	4,841,000		11,930,000
Operating lease liabilities	6,752,000		6,788,000
Current portion of term loan	3,670,000		3,670,000
Total current liabilities	425,510,000		426,405,000
Term loan, less current portion	11,171,000		13,024,000
Long-term contract liabilities	181,145,000		172,764,000
Long-term deferred income taxes	115,000		126,000
Long-term operating lease liabilities	78,359,000		80,803,000
Other liabilities	7,715,000		7,313,000
Total liabilities	704,015,000		700,435,000
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; 19,423,148 and 19,104,751 shares issued and
outstanding at September 30 , 2022 and March 31 , 2022 ,
respectively	194,000		191,000
Additional paid-in capital	229,489,000		227,184,000
Retained earnings	86,262,000		92,954,000
Accumulated other comprehensive loss	( 5,247,000	)	( 5,066,000	)
Total shareholders’ equity	310,698,000		315,263,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 1,014,713,000	$	1,015,698,000

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

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Anchor Condensed Anchor Consolidated Anchor Statements of Operations

(Unaudited)

	Three Months Ended September 30, — 2022		2021	Six Months Ended September 30 , — 2022		2021
Net sales	$ 172,543,000		$ 175,548,000	$ 336,528,000		$ 324,582,000
Cost of goods sold	146,027,000		139,597,000	279,710,000		265,060,000
Gross profit	26,516,000		35,951,000	56,818,000		59,522,000
Operating expenses:
General and administrative	14,846,000		14,465,000	28,480,000		26,951,000
Sales and marketing	6,066,000		5,520,000	11,608,000		10,888,000
Research and development	2,670,000		2,495,000	5,783,000		4,996,000
Foreign exchange impact of lease liabilities and forward contracts	1,082,000		3,917,000	1,760,000		1,384,000
Total operating expenses	24,664,000		26,397,000	47,631,000		44,219,000
Operating income	1,852,000		9,554,000	9,187,000		15,303,000
Interest expense, net	9,283,000		3,620,000	16,204,000		7,561,000
(Loss) income before income tax (benefit) expense	( 7,431,000	)	5,934,000	( 7,017,000	)	7,742,000
Income tax (benefit) expense	( 914,000	)	2,251,000	( 325,000	)	3,198,000
Net (loss) income	$ ( 6,517,000	)	$ 3,683,000	$ ( 6,692,000	)	$ 4,544,000
Basic net (loss) income per share	$ ( 0.34	)	$ 0.19	$ ( 0.35	)	$ 0.24
Diluted net (loss) income per share	$ ( 0.34	)	$ 0.19	$ ( 0.35	)	$ 0.23
Weighted average number of shares outstanding:
Basic	19,272,557		19,135,356	19,197,181		19,094,904
Diluted	19,272,557		19,619,774	19,197,181		19,638,045

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

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

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

(Unaudited)

	Three Months Ended September 30, — 2022		2021	Six Months Ended September 30 , — 2022		2021
Net (loss) income	$ ( 6,517,000	)	$ 3,683,000	$ ( 6,692,000	)	$ 4,544,000
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	687,000		611,000	( 181,000	)	2,444,000
Total other comprehensive income (loss), net of tax	687,000		611,000	( 181,000	)	2,444,000
Comprehensive (loss) income	$ ( 5,830,000	)	$ 4,294,000	$ ( 6,873,000	)	$ 6,988,000

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

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Anchor Condensed Consolidated Anchor Statements of Anchor Shareholders’ Equity

(Unaudited)

Shares		Amount	Additional Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total
Balance at March 31, 2022	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
Exercise of stock options, net of shares withheld for employee taxes	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	)
Foreign currency translation	-	-	-		-		( 868,000	)	( 868,000	)
Net loss	-	-	-		( 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
Compensation recognized under employee stock plans	-	-	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
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes	14,792	-	( 75,000	)	-		-		( 75,000	)
Foreign currency translation	-	-	-		-		687,000		687,000
Net loss	-	-	-		( 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

Shares		Amount	Additional Paid-in Capital	Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance at March 31, 2021	19,045,386	$ 190,000	$ 223,058,000	$	85,593,000	$ ( 7,696,000	)	$ 301,145,000
Compensation recognized under employee stock plans	-	-	1,576,000		-	-		1,576,000
Exercise of stock options, net of shares withheld for employee taxes	19,837	-	354,000		-	-		354,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes	35,869	1,000	( 543,000	)	-	-		( 542,000	)
Foreign currency translation	-	-	-		-	1,833,000		1,833,000
Net income	-	-	-		861,000	-		861,000
Balance at June 30, 2021	19,101,092	$ 191,000	$ 224,445,000	$	86,454,000	$ ( 5,863,000	)	$ 305,227,000
Compensation recognized under employee stock plans	-	-	1,851,000		-	-		1,851,000
Exercise of stock options, net of shares withheld for employee taxes	7,860	-	78,000		-	-		78,000
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes	63,803	1,000	( 1,204,000	)	-	-		( 1,203,000	)
Foreign currency translation	-	-	-		-	611,000		611,000
Net income	-	-	-		3,683,000	-		3,683,000
Balance at September 30, 2021	19,172,755	$ 192,000	$ 225,170,000	$	90,137,000	$ ( 5,252,000	)	$ 310,247,000

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 Anchor Statements of Anchor Anchor Anchor Cash Flows

(Unaudited)

	Six Months Ended September 30, — 2022		2021
Cash flows from operating activities:
Net (loss) income	$ ( 6,692,000	)	$ 4,544,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	6,214,000		6,364,000
Amortization of interest	698,000		856,000
Amortization of core premiums paid to customers	5,759,000		5,543,000
Amortization of finished goods premiums paid to customers	349,000		324,000
Noncash lease expense	3,873,000		3,656,000
Gain due to the change in the fair value of the contingent consideration	-		70,000
Foreign exchange impact of lease liabilities and forward contracts	1,760,000		1,384,000
Loss (gain) on short-term investments	387,000		( 175,000	)
Net provision for inventory reserves	8,715,000		6,305,000
Net provision for customer payment discrepancies and credit losses	1,012,000		961,000
Deferred income taxes	( 1,230,000	)	( 434,000	)
Share-based compensation expense	2,500,000		3,427,000
Loss on disposal of plant and equipment	16,000		34,000
Changes in operating assets and liabilities:
Accounts receivable	3,370,000		1,403,000
Inventory	( 26,286,000	)	( 34,185,000	)
Prepaid expenses and other current assets	( 3,039,000	)	( 859,000	)
Other assets	( 70,000	)	108,000
Accounts payable and accrued liabilities	4,176,000		( 21,512,000	)
Customer finished goods returns accrual	( 10,533,000	)	3,005,000
Contract assets, net	( 15,556,000	)	( 47,006,000	)
Contract liabilities, net	16,126,000		45,087,000
Operating lease liabilities	( 3,249,000	)	( 2,701,000	)
Other liabilities	( 5,254,000	)	( 538,000	)
Net cash used in operating activities	( 16,954,000	)	( 24,339,000	)
Cash flows from investing activities:
Purchase of plant and equipment	( 2,644,000	)	( 3,238,000	)
Purchase of short-term investments	( 173,000	)	( 245,000	)
Net cash used in investing activities	( 2,817,000	)	( 3,483,000	)
Cash flows from financing activities:
Borrowings under revolving loan	40,000,000		57,000,000
Repayments of revolving loan	( 32,000,000	)	( 21,000,000	)
Repayments of term loan	( 1,875,000	)	( 1,875,000	)
Payments for debt issuance costs	( 21,000	)	( 1,102,000	)
Payments on finance lease obligations	( 1,223,000	)	( 1,427,000	)
Exercise of stock options, net of cash used to pay employee taxes	777,000		432,000
Cash used to net share settle equity awards	( 969,000	)	( 1,745,000	)
Net cash provided by financing activities	4,689,000		30,283,000
Effect of exchange rate changes on cash and cash equivalents	( 323,000	)	( 73,000	)
Net (decrease) increase in cash and cash equivalents	( 15,405,000	)	2,388,000
Cash and cash equivalents — Beginning of period	23,016,000		15,523,000
Cash and cash equivalents — End of period	$ 7,611,000		$ 17,911,000
Supplemental disclosures of cash flow information:
Cash paid for interest, net	$ 15,343,000		$ 6,654,000
Cash paid for income taxes, net of refunds	12,336,000		4,525,000
Cash paid for operating leases	5,642,000		5,207,000
Cash paid for finance leases	1,355,000		1,613,000
Plant and equipment acquired under finance leases	529,000		252,000
Assets acquired under operating leases	967,000		15,953,000
Non-cash capital expenditures	272,000		198,000

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

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MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Anchor Anchor Anchor Anchor Notes to Condensed Consolidated Financial Statements

September 30, 2022

(Unaudited)

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

Pursuant to the guidance provided under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for segment reporting, the Company has identified its chief operating decision maker (“CODM”), reviewed the documents used by the CODM, and understands how such documents are used by the CODM to make financial and operating decisions. The Company has determined through this review process that its business comprises three separate operating segments. The operating segments meet all the criteria to be aggregated and are presented as such.

Impact of the Novel Coronavirus (“COVID-19”)

The outbreak of the COVID-19 pandemic continues to adversely impact the U.S. and global economies – creating uncertainty regarding the potential effects on the Company’s employees, supply chain, operations, and customer demand. The COVID-19 pandemic could impact the Company’s operations and the operations of its customers, suppliers, and vendors because of quarantines, facility closures, travel, and logistics restrictions. The extent to which the COVID-19 pandemic impacts the Company will depend on numerous factors and future developments, which are highly uncertain and cannot be predicted, including, but not limited to: (i) the severity of the virus, (ii) the occurrence and duration of additional spikes in infections, (iii) the effects of the pandemic on customers, suppliers, and vendors, (iv) the remedial actions and stimulus measures adopted by local, state and federal governments, (v) the availability and acceptance of vaccines, and (vi) the extent to which normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, the Company may continue to experience adverse impacts to its business because of an economic recession or depression that has occurred or may occur in the future.

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 months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023. 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, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 14, 2022.

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The accompanying condensed consolidated financial statements have been prepared on a consistent basis with, and there have been no material changes to 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, 2022.

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 believes its credit risk with respect to trade accounts receivable is limited due to its credit evaluation process and the long-term nature of its relationships with its largest customers. The Company utilizes a historical loss rate method, adjusted for any changes in economic conditions or risk characteristics, to estimate its expected credit losses each period. When developing an estimate of expected credit losses, the Company considers all available relevant information regarding the collectability of cash flows, including historical information, current conditions, and reasonable and supportable forecasts of future economic conditions over the contractual life of the receivable. The historical loss rate method considers past write-offs of trade accounts receivable over a period commensurate with the initial term of the Company’s contracts with its customers. The Company recognizes the allowance for credit losses at inception and reassesses quarterly based on management’s expectation of the asset’s collectability. The Company’s accounts receivable are short-term in nature and written off only when all collection attempts have failed. The Company uses receivable discount programs with certain customers and their respective banks (see Note 10).

Accounts receivable — net is comprised of the following:

Accounts receivable — trade	September 30, 2022 — $ 101,989,000	$	98,734,000
Allowance for credit losses	( 242,000	)	( 375,000	)
Customer payment discrepancies	( 1,604,000	)	( 1,375,000	)
Customer returns RGA issued	( 20,282,000	)	( 11,909,000	)
Total accounts receivable — net	$ 79,861,000	$	85,075,000

The following table provides a roll-forward of the allowance for credit losses that is deducted from accounts receivable to present the net amount expected to be collected.

	Six Months Ended
	September 30,
	2022	2021
Balance at beginning of period	$ 375,000	$	348,000
Provision for expected credit losses	11,000		17,000
Recoveries	-		-
Amounts written off charged against the allowance	( 144,000	)	( 39,000	)
Balance at end of period	$ 242,000	$	326,000

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Inventory

Inventory is comprised of the following:

	September 30, 2022
Inventory
Raw materials	$ 148,948,000	$	150,414,000
Work-in-process	7,035,000		6,880,000
Finished goods	243,223,000		226,729,000
	399,206,000		384,023,000
Less allowance for excess and obsolete inventory	( 13,577,000	)	( 13,520,000	)
Inventory — net	385,629,000		370,503,000
Inventory unreturned	15,573,000		15,001,000
Total inventory	$ 401,202,000	$	385,504,000

Contract Assets

During the three months ended September 30, 2022 and 2021, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations by $ 1,269,000 and $ 1,687,000 , respectively. During the six months ended September 30, 2022 and 2021, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations by $ 1,841,000 and $ 2,671,000 , respectively .

Contract assets are comprised of the following:

	September 30, 2022	March 31, 2022
Short-term contract assets
Cores expected to be returned by customers	$ 22,264,000	$ 15,778,000
Core premiums paid to customers	10,062,000	10,621,000
Upfront payments to customers	958,000	517,000
Finished goods premiums paid to customers	577,000	584,000
Total short-term contract assets	$ 33,861,000	$ 27,500,000
Remanufactured cores held at customers’ locations	$ 262,342,000	$ 258,376,000
Core premiums paid to customers	42,495,000	43,294,000
Long-term core inventory deposits	5,569,000	5,569,000
Finished goods premiums paid to customers	2,714,000	2,806,000
Upfront payments to customers	68,000	210,000
Total long-term contract assets	$ 313,188,000	$ 310,255,000

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Significant Customer and Other Information

Significant Customer Concentrations

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

2022	2021	2022	2021
Net sales
Customer A	39 %	40 %	38 %	37 %
Customer B	20 %	17 %	22 %	18 %
Customer C	26 %	30 %	23 %	30 %
Customer D	4 %	2 %	4 %	2 %

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


Accounts receivable - trade
Customer A	43 %	42 %
Customer B	20 %	21 %
Customer C	2 %	9 %
Customer D	10 %	5 %

Geographic and Product Information

The Company’s products are sold predominantly in the U.S. and accounted for the following percentages of net sales:

2022	2021	2022	2021
Product line
Rotating electrical products	67 %	73 %	67 %	71 %
Wheel hub products	11 %	11 %	11 %	12 %
Brake-related products	20 %	14 %	19 %	15 %
Other products	2 %	2 %	3 %	2 %
	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 months ended September 30, 2022 and 2021.

Debt

The Company is party to a $ 268,620,000 senior secured financing, (as amended from time to time, the “Credit Facility”) with a syndicate of lenders and PNC Bank, National Association, as administrative agent, consisting of (i) a $ 238,620,000 revolving loan facility, subject to borrowing base restrictions, a $ 24,000,000 sublimit for borrowings by Canadian borrowers, and a $ 20,000,000 sublimit for letters of credit (the “Revolving Facility”) and (ii) a $ 30,000,000 term loan facility (the “Term Loans”). The loans under the Credit Facility mature on May 28, 2026 . The Credit Facility currently permits the payment of up to $ 29,043,000 of dividends and share repurchases for fiscal year 2023, subject to pro forma compliance with financial covenants. In connection with the Credit Facility, the lenders have a security interest in substantially all of the assets of the Company.

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The Term Loans require quarterly principal payments of $ 937,500 . The Credit Facility bears interest at rates equal to either LIBOR plus a margin of 2.25 %, 2.50 % or 2.75 % or a reference rate plus a margin of 1.25 %, 1.50 % or 1.75 %, in each case depending on the senior leverage ratio as of the applicable measurement date. There is also a facility fee of 0.375 % to 0.50 %, depending on the senior leverage ratio as of the applicable measurement date. The interest rate on the Company’s Term Loans and Revolving Facility was 5.32 % and 5.62 % respectively, at September 30, 2022, and 2.99 % and 3.13 % respectively, at March 31, 2022.

On November 3, 2022, the Company entered into a fourth amendment to the Credit Facility (the “Fourth Amendment”). The Fourth Amendment, among other things, (i) modified the fixed charge coverage ratio financial covenant for the fiscal quarters ending September 30, 2022 and December 31, 2022, (ii) modified the senior leverage ratio financial covenant for the fiscal quarter ending September 30, 2022, (iii) modified the definition of “Consolidated EBITDA”, and (iv) replaces LIBOR as the benchmark rate with a replacement benchmark based on the Secured Overnight Financing Rate (“SOFR”) effective beginning November 3, 2022. The modifications to the financial covenants were effective as of September 30, 2022.

The Credit Facility, among other things, requires the Company to maintain certain financial covenants including a maximum senior leverage ratio and a minimum fixed charge coverage ratio. The Company was in compliance with all financial covenants at September 30, 2022, as amended by the Fourth Amendment.

In addition to other covenants, the Credit Facility places limits on the Company’s ability to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, engage in asset sales, redeem, or repurchase capital stock, alter the business conducted by the Company and its subsidiaries, transact with affiliates, prepay, redeem, or purchase subordinated debt, and amend or otherwise alter debt agreements.

The following summarizes information about the Term Loans:

Principal amount of Term Loans	September 30, 2022 — $ 15,000,000	$	16,875,000
Unamortized financing fees	( 159,000	)	( 181,000	)
Net carrying amount of Term Loans	14,841,000		16,694,000
Less current portion of Term Loans	( 3,670,000	)	( 3,670,000	)
Long-term portion of Term Loans	$ 11,171,000	$	13,024,000

Future repayments of the Term Loans are as follows:

Year Ending March 31,
2023 - remaining six months	$ 1,875,000
2024	3,750,000
2025	3,750,000
2026	3,750,000
2027	1,875,000
Total payments	$ 15,000,000

The Company had $ 163,000,000 and $ 155,000,000 outstanding under the Revolving Facility at September 30, 2022 and March 31, 2022 , respectively. In addition, $ 6,370,000 was outstanding for letters of credit at September 30, 202 2. At September 30, 2022 , after certain contractual adjustments, $ 69,250,000 was available under the Revolving Facility.

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Contract Liabilities

Contract liabilities are comprised of the following:

	September 30, 2022	March 31, 2022
Short-term contract liabilities
Customer core returns accruals	$ 20,984,000	$ 12,322,000
Customer allowances earned	18,923,000	22,018,000
Customer deposits	3,876,000	3,306,000
Accrued core payment	2,999,000	1,679,000
Finished goods liabilities	1,771,000	1,537,000
Core bank liability	1,660,000	1,634,000
Total short-term contract liabilities	$ 50,213,000	$ 42,496,000
Long-term contract liabilities
Customer core returns accruals	$ 155,040,000	$ 154,940,000
Core bank liability	14,432,000	15,267,000
Accrued core payment	10,467,000	928,000
Finished goods liabilities	1,206,000	1,588,000
Customer allowances earned	-	41,000
Total long-term contract liabilities	$ 181,145,000	$ 172,764,000

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 losses of $ 1,041,000 and $ 1,746,000 during the three months ended September 30, 2022 and 2021, respectively . During the six months ended September 30, 2022 and 2021, the Company recorded a loss of $ 1,021,000 and a gain of $ 1,049,000 , 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.

Balance sheet information for leases is as follows:

Leases	Classification	September 30, 2022	March 31, 2022
Assets:
Operating	Operating lease assets	$ 77,965,000	$ 81,997,000
Finance	Plant and equipment	6,543,000	7,470,000
Total leased assets		$ 84,508,000	$ 89,467,000
Liabilities:
Current
Operating	Operating lease liabilities	$ 6,752,000	$ 6,788,000
Finance	Other current liabilities	2,082,000	2,330,000
Long-term
Operating	Long-term operating lease liabilities	78,359,000	80,803,000
Finance	Other liabilities	2,967,000	3,425,000
Total lease liabilities		$ 90,160,000	$ 93,346,000

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

	Three Months Ended — September 30,		Six Months Ended — September 30,
	2022	2021	2022	2021
Lease cost
Operating lease cost	$ 3,130,000	$ 3,149,000	$ 6,295,000	$ 6,191,000
Short-term lease cost	559,000	375,000	1,013,000	751,000
Variable lease cost	179,000	210,000	364,000	491,000
Finance lease cost:
Amortization of finance lease assets	489,000	565,000	1,028,000	1,064,000
Interest on finance lease liabilities	64,000	89,000	132,000	186,000
Total lease cost	$ 4,421,000	$ 4,388,000	$ 8,832,000	$ 8,683,000

Maturities of lease commitments at September 30, 2022 by fiscal year were as follows:

Maturity of lease liabilities — 2023 - remaining six months	Operating Leases — $ 5,925,000	$	1,273,000	$	7,198,000
2024	10,488,000		1,895,000		12,383,000
2025	10,389,000		1,394,000		11,783,000
2026	10,356,000		662,000		11,018,000
2027	10,494,000		172,000		10,666,000
Thereafter	64,621,000		33,000		64,654,000
Total lease payments	112,273,000		5,429,000		117,702,000
Less amount representing interest	( 27,162,000	)	( 380,000	)	( 27,542,000	)
Present value of lease liabilities	$ 85,111,000	$	5,049,000	$	90,160,000

Other information about leases is as follows:


Lease term and discount rate
Weighted-average remaining lease term (years):
Finance leases	2.8	2.9
Operating leases	9.9	10.4
Weighted-average discount rate:
Finance leases	5.4 %	5.1 %
Operating leases	5.7 %	5.7 %

Accounts Receivable Discount Programs

The Company uses receivable discount programs with 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.

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The following is a summary of accounts receivable discount programs:

	Six Months Ended
	September 30,
	2022	2021
Receivables discounted	$ 283,359,000	$ 268,410,000
Weighted average number of days collection was accelerated	327	333
Annualized weighted average discount rate	4.4 %	1.8 %
Amount of discount recognized as interest expense	$ 11,293,000	$ 4,432,000

Net (Loss) Income per Share

Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options, 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) income per share:

	Three Months Ended September 30, — 2022		2021	Six Months Ended September 30, — 2022		2021
Net (loss) income	$ ( 6,517,000	)	$ 3,683,000	$ ( 6,692,000	)	$ 4,544,000
Basic shares	19,272,557		19,135,356	19,197,181		19,094,904
Effect of potentially dilutive securities	-		484,418	-		543,141
Diluted shares	19,272,557		19,619,774	19,197,181		19,638,045
Net (loss) income per share:
Basic net (loss) income per share	$ ( 0.34	)	$ 0.19	$ ( 0.35	)	$ 0.24
Diluted net (loss) income per share	$ ( 0.34	)	$ 0.19	$ ( 0.35	)	$ 0.23

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) income per share. For the three months ended September 30, 2022 and 2021, there were 1,945,392 and 915,778 , respectively, of potential common shares not included in the calculation of diluted net (loss) income per share because their effect was anti-dilutive. For the six months ended September 30, 2022 and 2021, there were 1,945,392 and 707,660 , respectively, of potential common shares not included in the calculation of diluted net (loss) income per share because their effect was anti-dilutive .

Income Taxes

The Company recorded income tax benefit of $ 914,000 , or an effective tax rate of 12.3 %, and income tax expense of $ 2,251,000 , or an effective tax rate of 37.9 %, for the three months ended September 30, 2022 and 2021, respectively. The Company recorded income tax benefit of $ 325,000 , or an effective tax rate of 4.6 %, and income tax expense of $ 3,198,000 , or an effective tax rate of 41.3 %, for the six months ended September 30, 2022 and 2021, 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 months ended September 30, 2022, was primarily impacted by (i) specific jurisdictions that the Company does not expect to recognize the benefit of losses, (ii) foreign income taxed at rates that are different from the federal statutory rate, and (iii) non-deductible executive compensation under Internal Revenue Code Section 162(m).

The Company and its subsidiaries file income tax returns in the U.S. federal, various state, and foreign jurisdictions with varying statutes of limitations. At September 30, 2022, the Company is not under examination in any jurisdiction, and remain subject to examination from the years ended March 31, 2017. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.

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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.

The Company had forward foreign currency exchange contracts with a U.S. dollar equivalent notional value of $ 46,785,000 and $ 44,968,000 at September 30 , 2022 and March 31, 2022, respectively. These contracts generally have a term of one year or less, at rates agreed at the inception of the contracts. The counterparty to this derivative transaction 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.

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
Derivatives Not Designated as	Three Months Ended September 30,				Six Months Ended September 30,
Hedging Instruments	2022		2021		2022		2021
Forward foreign currency exchange contracts	$ ( 41,000	)	$ ( 2,171,000	)	$ ( 739,000	)	$ ( 2,433,000	)

The fair value of the forward foreign currency exchange contracts of $ 374,000 and $ 1,113,000 is included in prepaid expenses and other current assets in the condensed consolidated balance sheets at September 30, 2022 and March 31, 2022, 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 months ended September 30, 2022 and 2021 .

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Fair Value Measurements

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

	September 30, 2022				March 31, 2022
		Fair Value Measurements				Fair Value Measurements
		Using Inputs Considered as				Using Inputs Considered as
	Fair Value	Level 1	Level 2	Level 3	Fair Value	Level 1	Level 2	Level 3
Assets
Short-term investments
Mutual funds	$ 1,989,000	$ 1,989,000	$ -	$ -	$ 2,202,000	$ 2,202,000	$ -	$ -
Prepaid expenses and other current assets
Forward foreign currency exchange contracts	374,000	-	374,000	-	1,113,000	-	1,113,000	-
Liabilities
Other current liabilities
Deferred compensation	1,989,000	1,989,000	-	-	2,202,000	2,202,000	-	-

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) .

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, term 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.

Share-based Payments

Stock Options

During the six months ended September 30 , 2022 and 2021, no options to purchase shares of the Company’s common stock were granted.

The following is a summary of stock option transactions:

Outstanding at March 31, 2022	1,695,499		Weighted Average Exercise Price — $ 17.53
Granted	-		$ -
Exercised	( 309,191	)	$ 6.59
Forfeited/ Cancelled	( 92,712	)	$ 18.70
Expired	( 3,000	)	$ 9.85
Outstanding at September 30, 2022	1,290,596		$ 20.08

At September 30, 2022 , options to purchase 105,713 shares of common stock were unvested at a weighted average exercise price of $ 15.17 .

At September 30, 2022, there was $ 480,000 of total unrecognized compensation expense related to unvested stock option awards, which will be recognized over the weighted average remaining vesting period of approximately nine months.

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

During the six months ended September 30, 2022 and 2021, 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 for both periods and (ii) 176,353 and 118,928 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:

Outstanding at March 31, 2022	399,063		Weighted Average Grant Date Fair Value — $ 19.98
Granted	276,353		$ 13.14
Vested	( 174,781	)	$ 20.51
Forfeited/Cancelled	( 51,652	)	$ 20.18
Outstanding at September 30, 2022	448,983		$ 15.54

At September 30, 2022 , there was $ 4,463,000 of unrecognized compensation expense related to RSUs, which will be recognized over the weighted average remaining vesting period of approximately 2.0 years. The Company’s unrecognized compensation expense includes restricted stock awards at target performance level.

Performance Stock Units (“PSUs”)

During the six months ended September 30, 2022 and 2021, the Company granted 126,028 and 84,593 PSUs (at target performance levels), respectively, which typically 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 is determined at the grant date and 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. PSUs are not considered issued or outstanding ordinary shares of the Company.

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. 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 the market condition is determined using the Monte Carlo valuation model.

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The following table summarizes the assumptions used in determining the fair value of the TSR awards:

	Six Months Ended September 30, — 2022	2021
Risk free interest rate	3.35 %	0.47 %
Expected life in years	3	3
Expected volatility of MPA common stock	51.30 %	53.70 %
Expected average volatility of peer companies	62.70 %	59.30 %
Average correlation coefficient of peer companies	27.50 %	26.70
Expected dividend yield	-	-
Grant date fair value	$ 16.02	$ 26.89

The following is a summary of non-vested PSUs:

Outstanding at March 31, 2022	84,593		Weighted Average Grant Date Fair Value — $ 23.19
Granted	126,028		$ 14.00
Vested	-		$ -
Forfeited	( 4,808	)	$ 23.19
Outstanding at September 30, 2022	205,813		$ 17.57

At September 30, 2022 , there was $ 2,656,000 of unrecognized compensation expense related to these awards, which will be recognized over the weighted average remaining vesting period of approximately 2.3 years .

Commitments and Contingencies

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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.

The following summarizes the changes in the warranty return accrual:

	Three Months Ended September 30, — 2022	2021		2022		2021
Balance at beginning of period	$ 17,868,000	$	20,010,000	$	20,125,000	$	21,093,000
Charged to expense	33,895,000		30,837,000		64,815,000		58,098,000
Amounts processed	( 33,302,000	)	( 29,972,000	)	( 66,479,000	)	( 58,316,000	)
Balance at end of period	$ 18,461,000	$	20,875,000	$	18,461,000	$	20,875,000

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. Following an audit in fiscal 2019, the U.S. Customs and Border Protection stated that it believed that the Company owed additional duties of approximately $ 17 million from 2011 through mid-2018 relating to products that it imported from Mexico. The Company does not believe that this amount is correct and believes that it has numerous defenses and intends to dispute this amount vigorously. The Company cannot assure that the U.S. Customs and Border Protection will agree or that it will not need to accrue or pay additional amounts in the future.

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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 mont hs ended September 30, 2022, the Company did no t repurchase any shares of its common stock. As of September 30, 2022, $ 18,745,000 was 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, 2022. 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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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, 2022 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 14, 2022.

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 and factors related to the current global COVID-19 pandemic. 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, 2022, 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

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

New products introduced through our growth strategies include: (i) brake calipers in August 2019; (ii) alternators and starters for heavy-duty truck, industrial, marine, and agriculture applications, through an acquisition in January 2019; (iii) brake power boosters in August 2016; and (iv) turbochargers through an acquisition in July 2016. In addition, our test solutions and diagnostic equipment include: (a) the design and manufacture of test solutions and diagnostic equipment for alternators, starters, belt-start generators (stop start and hybrid technology), and electric power trains for electric vehicles through an acquisition in July 2017 and (b) the design and manufacture of advanced power emulators (AC and DC) and custom power electronic products for the automotive and aerospace industries through an acquisition in December 2018.

Pursuant to the guidance provided under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for segment reporting, we have identified our chief operating decision maker (“CODM”), reviewed the documents used by the CODM, and understand how such documents are used by the CODM to make financial and operating decisions. We have determined through this review process that our business comprises three separate operating segments. The operating segments meet all the criteria to be aggregated and are presented as such.

Impact of the Novel Coronavirus (“COVID-19”)

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

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

There have been no serious outbreaks in any of our production facilities; however, a serious outbreak could affect our production capabilities. We continue to incur costs as a result of COVID-19, including employee costs and other operating costs associated with the provision of personal protective equipment, which have negatively impacted our profitability. These expanded benefits, supply costs and other COVID-19 related costs resulted in total expense, included in cost of goods sold and operating expenses in the condensed consolidated statements of operations, of $762,000 and $955,000 during the three months ended September 30, 2022 and 2021, respectively, and $1,477,000 and $1,809,000 during the six months ended September 30, 2022 and 2021, respectively.

Results of Operations for the Three Months Ended September 30, 2022 and 2021

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

The following summarizes certain key operating data:

	Three Months Ended September 30, — 2022		2021
Cash flow used in operations	$ (15,972,000	)	$ (19,600,000	)
Finished goods turnover (annualized) (1)	3.3		4.8

(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. Our finished goods turnover ratio for the three months ended September 30, 2022 was impacted by our investment in inventory to address disruptions related to the worldwide supply chain and logistics challenges to meet higher anticipated future sales.

Net Sales and Gross Profit

The following summarizes net sales and gross profit:

	Three Months Ended September 30, — 2022	2021
Net sales	$ 172,543,000	$ 175,548,000
Cost of goods sold	146,027,000	139,597,000
Gross profit	26,516,000	35,951,000
Gross profit percentage	15.4 %	20.5 %

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Net Sales . Our net sales for the three months ended September 30, 2022 were $172,543,000, which represents a decrease of $3,005,000, or 1.7%, from the three months ended September 30, 2021 of $175,548,000, which was positively impacted by $13,740,000 in core revenue due to a realignment of inventory at certain customer distribution centers. Excluding the core revenue in the prior year, net sales increased $10,735,000, or 6.6%, for the three months ended September 30, 2022, reflecting increasing contributions from our growing brake-related product lines. Sales were negatively impacted in both periods by disruptions with worldwide supply chain and logistics services. In addition, our net sales were further impacted by a certain customer’s inventory reduction initiatives, which is expected to reverse in the second half of fiscal 2023.

Gross Profit. Our gross profit was $26,516,000 for the three months ended September 30, 2022 compared with $35,951,000 for the three months ended September 30, 2021. Our gross margin was 15.4% of net sales for the three months ended September 30, 2022 compared with 20.5% of net sales for the three months ended September 30, 2021. Our gross margin for the three months ended September 30, 2022 reflects (i) higher inflationary costs— including disruptions with worldwide supply chain, logistics services, related higher freight costs, higher wages, (ii) impact for the prior period ended September 30, 2021 in core revenue due to a realignment of inventory at certain customer distribution centers, (iii) changes in product mix, and (iv) severe supply chain shortages of critical components for our diagnostic and heavy duty products. Gross margin is expected to benefit from certain price increases that went into effect at the end of the current fiscal quarter.

Our gross margin was impacted for the three months ended September 30, 2022 and 2021 by higher freight costs, net of certain price increases, of approximately $1,541,000, and $3,085,000, respectively. For the three months ended September 30, 2022 and 2021, we incurred transitory additional expenses of $2,113,000 and $2,367,000, respectively, primarily due to certain costs for disruptions in the supply chain.

Our gross margin for the three months ended September 30, 2022 and 2021 was also impacted by amortization of core and finished goods premiums paid to customers related to new business of $3,064,000 and $3,190,000, respectively. Gross margin for the three months ended September 30, 2021 was further impacted by transition expenses in connection with the expansion of our brake-related operations in Mexico of $797,000.

In addition, gross margin was impacted by 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 $1,269,000 for the three months ended September 30, 2022. For the three months ended September 30, 2021, gross margin was impacted by non-cash quarterly revaluation of cores that are part of the finished goods on the customers’ shelves (which are included in contract assets) to the lower of cost or net realizable value and gain due to realignment of inventory at customer distribution centers, which resulted in a net gain of $3,175,000.

Operating Expenses

The following summarizes operating expenses:

	Three Months Ended September 30, — 2022	2021
General and administrative	$ 14,846,000	$ 14,465,000
Sales and marketing	6,066,000	5,520,000
Research and development	2,670,000	2,495,000
Foreign exchange impact of lease liabilities and forward contracts	1,082,000	3,917,000
Percent of net sales
General and administrative	8.6 %	8.2 %
Sales and marketing	3.5 %	3.1 %
Research and development	1.5 %	1.4 %
Foreign exchange impact of lease liabilities and forward contracts	0.6 %	2.2 %

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General and Administrative. Our general and administrative expenses for the three months ended September 30, 2022 were $14,846,000, which represents an increase of $381,000, or 2.6%, from the three months ended September 30, 2021 of $14,465,000. This increase was primarily due to (i) $907,000 of increased expense resulting from foreign currency transactions, (ii) $225,000 of increased expense at our offshore locations, (iii) $157,000 of increased information technology costs in connection with cybersecurity and other productivity tools, (iv) $128,000 of increased professional services, and (v) $75,000 of increased travel costs as some business travel resumed. These increases were partially offset by $600,000 of decreased share-based compensation in connection with equity grants made to employees and $496,000 of decreased employee-related expenses due to our cost-cutting measures.

Sales and Marketing . Our sales and marketing expenses for the three months ended September 30, 2022 were $6,066,000, which represents an increase of $546,000, or 9.9%, from the three months ended September 30, 2021 of $5,520,000. This increase was primarily due to (i) $181,000 of increased commissions due to higher sales, (ii) $168,000 of increased expense for trade shows, (iii) $152,000 of increased employee-related expenses, and (iv) $149,000 of increased travel costs as some business travel resumed. These increases were partially offset by $61,000 of lower marketing and advertising expenses compared with the prior year.

Research and Development . Our research and development expenses for the three months ended September 30, 2022 were $2,670,000, which represents an increase of $175,000, or 7.0%, from the three months ended September 30, 2021 of $2,495,000. This increase was primarily due to (i) $82,000 of increased samples for our core library and other research and development supplies, (ii) $49,000 of increased outside services primarily due to development projects, and (iii) $43,000 of increased employee-related expenses, primarily due to our electric vehicle testing system initiatives.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts . Our foreign exchange impact of lease liabilities and forward contracts for the three months ended September 30, 2022 was a non-cash loss of $1,082,000 compared with $3,917,000 for the three months ended September 30, 2021. This change was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities which resulted in non-cash losses of $1,041,000 and $1,746,000 for the three months ended September 30, 2022 and 2021, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts which resulted in non-cash losses of $41,000 compared with $2,171,000 for the three months ended September 30, 2022 and 2021, respectively, due to the changes in their fair values.

Interest Expense

Interest Expense, net. Our interest expense for the three months ended September 30, 2022 was $9,283,000, which represents an increase of $5,663,000, or 156.4%, from interest expense for the three months ended September 30, 2021 of $3,620,000. Of this increase in interest expense, approximately 93% resulted from higher interest rates. Our borrowing and receivable discount programs have interest costs that vary with interest rate movements. During the three months ended September 30, 2022, utilization of our accounts receivable discount programs and our average borrowing under our credit facility increased.

Provision for Income Taxes

Income Tax . We recorded income tax benefit of $914,000, or an effective tax rate of 12.3%, and income tax expense of $2,251,000, or an effective tax rate of 37.9%, for the three months ended September 30, 2022 and 2021, 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 months ended September 30, 2022, was primarily impacted by (i) specific jurisdictions that we do not expect to recognize the benefit of losses, (ii) foreign income taxed at rates that are different from the federal statutory rate, and (iii) non-deductible executive compensation under Internal Revenue Code Section 162(m).

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Results of Operations for the Six Months Ended September 30, 2022 and 2021

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

The following summarizes certain key operating data:

	Six Months Ended September 30, — 2022		2021
Cash flow used in operations	$ (16,954,000	)	$ (24,339,000	)
Finished goods turnover (annualized) (1)	3.3		4.6

(1) Annualized finished goods turnover for the fiscal period is calculated by multiplying cost of goods sold for the period by 2 and dividing the result by the average between beginning and ending non-core finished goods inventory values for the fiscal period. We believe this provides a useful measure of our ability to turn our inventory into revenues. Our finished goods turnover ratio for the six months ended September 30, 2022 was impacted by our investment in inventory to address disruptions related to the worldwide supply chain and logistics challenges to meet higher anticipated future sales.

Net Sales and Gross Profit

The following summarizes net sales and gross profit:

	Six Months Ended September 30, — 2022	2021
Net sales	$ 336,528,000	$ 324,582,000
Cost of goods sold	279,710,000	265,060,000
Gross profit	56,818,000	59,522,000
Gross profit percentage	16.9 %	18.3 %

Net Sales . Our net sales for the six months ended September 30, 2022 were $336,528,000, which represents an increase of $11,946,000, or 3.7%, from the six months ended September 30, 2021 of $324,582,000, which was positively impacted by $13,740,000 in core revenue due to a realignment of inventory at certain customer distribution centers. Excluding the core revenue in the prior year, net sales increased $25,686,000, or 8.3%, for the six months ended September 30, 2022, reflecting increasing contributions from our growing brake-related product lines. Sales were negatively impacted in both periods by disruptions with worldwide supply chain and logistics services. In addition, our net sales were further impacted by a certain customer’s inventory reduction initiatives, which is expected to reverse in the second half of fiscal 2023.

Gross Profit. Our gross profit was $56,818,000 for the six months ended September 30, 2022 compared with $59,522,000 for the six months ended September 30, 2021. Our gross margin was 16.9% of net sales for the six months ended September 30, 2022 compared with 18.3% of net sales for the six months ended September 30, 2021.

Our gross margin for the six months ended September 30, 2022 reflects (i) higher inflationary costs— including disruptions with worldwide supply chain, logistics services, related higher freight costs, higher wages, (ii) impact for the for the prior period ended September 30, 2021 in core revenue due to a realignment of inventory at certain customer distribution centers, (iii) changes in product mix, and (iv) severe supply chain shortages of critical components for our diagnostic and heavy duty products. Gross margin is expected to benefit from certain price increases that went into effect at the end of the current fiscal quarter.

Our gross margin was impacted for the six months ended September 30, 2022 and 2021 by higher freight costs, net of certain price increases, of approximately $3,290,000, and $6,075,000, respectively. For the six months ended September 30, 2022 and 2021, we incurred transitory additional expenses of $2,912,000 and $4,138,000, respectively, primarily due to certain costs for disruptions in the supply chain.

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Our gross margin for the six months ended September 30, 2022 and 2021 was also impacted by amortization of core and finished goods premiums paid to customers related to new business of $6,108,000 and $5,867,000, respectively. Gross margin for the six months ended September 30, 2021 was further impacted by transition expenses in connection with the expansion of our brake-related operations in Mexico of $2,744,000.

In addition, gross margin was impacted by 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 $1,841,000 for the six months ended September 30, 2022. For the six months ended September 30, 2021, gross margin was impacted by non-cash quarterly revaluation of cores that are part of the finished goods on the customers’ shelves (which are included in contract assets) to the lower of cost or net realizable value and gain due to realignment of inventory at customer distribution centers, which resulted in a net gain of $2,191,000.

Operating Expenses

The following summarizes operating expenses:

	Six Months Ended September 30, — 2022	2021
General and administrative	$ 28,480,000	$ 26,951,000
Sales and marketing	11,608,000	10,888,000
Research and development	5,783,000	4,996,000
Foreign exchange impact of lease liabilities and forward contracts	1,760,000	1,384,000
Percent of net sales
General and administrative	8.5 %	8.3 %
Sales and marketing	3.4 %	3.4 %
Research and development	1.7 %	1.5 %
Foreign exchange impact of lease liabilities and forward contracts	0.5 %	0.4 %

General and Administrative. Our general and administrative expenses for the six months ended September 30, 2022 were $28,480,000, which represents an increase of $1,529,000, or 5.7%, from the six months ended September 30, 2021 of $26,951,000. This increase was primarily due to (i) $1,727,000 of increased expense resulting from foreign currency transactions, (ii) $430,000 of increased professional services, (iii) $319,000 of increased information technology costs in connection with cybersecurity and other productivity tools, (iv) $155,000 of increased travel costs as some business travel resumed, and (v) $88,000 of increased expense at our offshore locations. These increases were partially offset by $927,000 of decreased share-based compensation in connection with equity grants made to employees and $395,000 of decreased employee-related expenses due to our cost-cutting measures.

Sales and Marketing . Our sales and marketing expenses for the six months ended September 30, 2022 were $11,608,000, which represents an increase of $720,000, or 6.6%, from the six months ended September 30, 2021 of $10,888,000. This increase was primarily due to (i) $418,000 of increased commissions due to higher sales, (ii) $267,000 of increased travel costs as some business travel resumed, (iii) $170,000 of increased employee-related expenses, and (iv) $159,000 of increased expense for trade shows. These increases were partially offset by $267,000 of lower marketing and advertising expenses compared with the prior year.

Research and Development . Our research and development expenses for the six months ended September 30, 2022 were $5,783,000, which represents an increase of $787,000, or 15.8%, from the six months ended September 30, 2021 of $4,996,000. This increase was primarily due to (i) $419,000 of increased employee-related expenses, primarily due to our electric vehicle testing system initiatives, (ii) $206,000 of increased samples for our core library and other research and development supplies, and (iii) $130,000 of increased outside services primarily due to development projects.

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Foreign Exchange Impact of Lease Liabilities and Forward Contracts . Our foreign exchange impact of lease liabilities and forward contracts for the six months ended September 30, 2022 was a non-cash loss of $1,760,000 compared with $1,384,000 for the six months ended September 30, 2021. This change was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities which resulted in a non-cash loss of $1,021,000 compared with a non-cash gain of $1,049,000 for the six months ended September 30, 2022 and 2021, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts which resulted in non-cash losses of $739,000 compared with $2,433,000 for the six months ended September 30, 2022 and 2021, respectively, due to the changes in their fair values.

Interest Expense

Interest Expense, net. Our interest expense for the six months ended September 30, 2022 was $16,204,000, which represents an increase of $8,643,000, or 114.3%, from interest expense for the six months ended September 30, 2021 of $7,561,000. Of this increase in interest expense, approximately 95% resulted from higher interest rates. Our borrowing and receivable discount programs have interest costs that vary with interest rate movements. During the six months ended September 30, 2022, utilization of our accounts receivable discount programs and our average borrowing under our credit facility increased.

Provision for Income Taxes

Income Tax . We recorded an income tax benefit of $325,000, or an effective tax rate of 4.6%, and income tax expense of $3,198,000, or an effective tax rate of 41.3%, for the six months ended September 30, 2022 and 2021, 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 six months ended September 30, 2022, was primarily impacted by (i) specific jurisdictions that we do not expect to recognize the benefit of losses, (ii) foreign income taxed at rates that are different from the federal statutory rate, and (iii) non-deductible executive compensation under Internal Revenue Code Section 162(m).

Liquidity and Capital Resources

Overview

We had working capital (current assets minus current liabilities) of $114,525,000 and $110,580,000, a ratio of current assets to current liabilities of 1.3:1.0, at September 30, 2022 and March 31, 2022, respectively. The increase in working capital reflects our investment in inventory to address disruptions related to the worldwide supply chain and logistics challenges to meet higher anticipated sales.

We generated cash during the six months ended September 30, 2022 from the use of our receivable discount programs and credit facility. In addition, we have access to our existing cash, as well as our available credit facilities to meet short-term liquidity needs. We believe our cash and cash equivalents, short-term investments, use of receivable discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future working capital needs, repayment of the current portion of our term loans, and lease and capital expenditure obligations over the next 12 months.

Share Repurchase Program

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, 2022, $18,745,000 was 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, 2022. Our share repurchase program does not obligate us to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions.

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Cash Flows

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

	Six Months Ended September 30, — 2022		2021
Cash flows (used in) provided by:
Operating activities	$ (16,954,000	)	$ (24,339,000	)
Investing activities	(2,817,000	)	(3,483,000	)
Financing activities	4,689,000		30,283,000
Effect of exchange rates on cash and cash equivalents	(323,000	)	(73,000	)
Net (decrease) increase in cash and cash equivalents	$ (15,405,000	)	$ 2,388,000
Additional selected cash flow data:
Depreciation and amortization	$ 6,214,000		$ 6,364,000
Capital expenditures	2,644,000		3,238,000

Net cash used in operating activities was $16,954,000 and $24,339,000 during the six months ended September 30, 2022 and 2021, respectively. The reduction in cash used in operations was due primarily to lower inventory purchases during the six months ended September 30, 2022 as compared with the prior year. In addition, cash used in operating activities was positively impacted by the timing of supplier payments. We continue to manage our working capital to maximize our operating cash flow.

Net cash used in investing activities was $2,817,000 and $3,483,000 during the six months ended September 30, 2022 and 2021, respectively. The change in our investing activities primarily resulted from decreased capital expenditures due to the completion of our expansion of our brake-related operations in Mexico during the second quarter of fiscal 2022.

Net cash provided by financing activities was $4,689,000 and $30,283,000 during the six months ended September 30, 2022 and 2021, respectively. The change in our financing activities resulted from lower borrowing and higher repayments under our credit facility during the six months ended September 30, 2022. In addition, we paid $1,102,000 for debt issuance costs in connection with the third amendment to the credit facility in the prior year.

Capital Resources

Credit Facility

We are party to a $268,620,000 senior secured financing, (as amended from time to time, the “Credit Facility”) with a syndicate of lenders, and PNC Bank, National Association, as administrative agent, consisting of (i) a $238,620,000 revolving loan facility, subject to borrowing base restrictions, a $24,000,000 sublimit for borrowings by Canadian borrowers, and a $20,000,000 sublimit for letters of credit (the “Revolving Facility”) and (ii) a $30,000,000 term loan facility (the “Term Loans”). The loans under the Credit Facility mature on May 28, 2026. The Credit Facility currently permits the payment of up to $29,043,000 of dividends and share repurchases for fiscal year 2022, subject to pro forma compliance with financial covenants. In connection with the Credit Facility, the lenders have a security interest in substantially all of our assets.

The Term Loans require quarterly principal payments of $937,500. The Credit Facility bears interest at rates equal to either LIBOR plus a margin of 2.25%, 2.50% or 2.75% or a reference rate plus a margin of 1.25%, 1.50% or 1.75%, in each case depending on the senior leverage ratio as of the applicable measurement date. There is also a facility fee of 0.375% to 0.50%, depending on the senior leverage ratio as of the applicable measurement date. The interest rate on the Company’s Term Loans and Revolving Facility was 5.32% and 5.62% respectively, at September 30, 2022, and 2.99% and 3.13% respectively, at March 31, 2022.

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On November 3, 2022, we entered into a fourth amendment to the Credit Facility (the “Fourth Amendment”). The Fourth Amendment, among other things, (i) modified the fixed charge coverage ratio financial covenant for the fiscal quarters ending September 30, 2022 and December 31, 2022, (ii) modified the senior leverage ratio financial covenant for the quarter ending September 30, 2022, (iii) modified the definition of “Consolidated EBITDA”, and (iv) replaced LIBOR as the benchmark rate with a replacement benchmark based on the Secured Overnight Financing Rate (“SOFR”) effective November 3, 2022. The modifications to the financial covenants were effective as of September 30, 2022.

The Credit Facility, among other things, requires us to maintain certain financial covenants including a maximum senior leverage ratio and a minimum fixed charge coverage ratio. We were in compliance with all financial covenants as of September 30, 2022, as amended by the Fourth Amendment.

The following summarizes the financial covenants required under the Credit Facility, as amended by the Fourth Amendment:

Maximum senior leverage ratio	3.25	3.19
Minimum fixed charge coverage ratio	1.01	1.04

In addition to other covenants, the Credit Facility places limits on our ability to incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, engage in asset sales, redeem, or repurchase capital stock, alter the business conducted by us and our subsidiaries, transact with affiliates, prepay, redeem, or purchase subordinated debt, and amend or otherwise alter debt agreements.

We had $163,000,000 and $155,000,000 outstanding under the Revolving Facility at September 30, 2022 and March 31, 2022, respectively. In addition, $6,370,000 was outstanding for letters of credit at September 30, 2022. At September 30, 2022, after certain contractual adjustments, $69,250,000 was available under the Revolving Facility.

Receivable Discount Programs

We use receivable discount programs with 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 receivable discount programs:

	Six Months Ended September 30, — 2022	2021
Receivables discounted	$ 283,359,000	$ 268,410,000
Weighted average number of days collection was accelerated	327	333
Annualized weighted average discount rate	4.4 %	1.8 %
Amount of discount recognized as interest expense	$ 11,293,000	$ 4,432,000

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Capital Expenditures and Commitments

Capital Expenditures

Our total capital expenditures, including finance leases and non-cash capital expenditures were $2,782,000 and $2,829,000 for the six months ended September 30, 2022 and 2021, respectively. These capital expenditures primarily include the purchase of equipment for our current operations. We completed the expansion of our operations in Mexico during the second quarter of fiscal 2022. We expect to incur approximately $6,200,000 of capital expenditures primarily to support our current operations and our growth initiates, including purchases of equipment during fiscal 2023. We fund these expenditures primarily from our working capital and leasing.

Litigation

There have been no material changes to our litigation matters that are presented in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed on June 14, 2022.

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates that are presented in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed on June 14, 2022.

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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, 2022, which was filed with the SEC on June 14, 2022.

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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, 2022.

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:

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Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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
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, 2022 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

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ITEM 1. Legal Proceedings

There have been no material changes to our litigation matters that are presented in our Annual Report on Form 10-K for the year ended March 31, 2022, which was filed on June 14, 2022.

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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, 2022, filed on June 14, 2022.

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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 $29,043,000 of dividends and share repurchases for fiscal year 2023, subject to pro forma compliance with financial covenants.

Purchases of Equity Securities by the Issuer

Shares repurchased during the three months ended September 30, 2022 were as follows:

Periods		Average Price Paid Per Share		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1 - July 31, 2022:
Open market and privately negotiated purchases	-	$ -	-	$ 18,255,000
August 1 - August 31, 2022:
Open market and privately negotiated purchases	-	$ -	-	18,255,000
September 1 - September 30, 2022:
Open market and privately negotiated purchases	-	$ -	-	18,255,000
Total	0		0	$ 18,255,000

(1) As of September 30, 2022, $18,745,000 was 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, 2022. Our share repurchase program does not obligate us to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions.

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ITEM 5. Other Information

None.

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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.

Table of Contents

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.
10.1	Fourth Amendment to Amended and Restated Loan Agreement, dated as of November 3, 2022, among Motorcar Parts of America, Inc., D&V Electronics Ltd., Dixie Electric Ltd., Dixie Electric Inc., each lender from time to time party
thereto, and PNC Bank, National Association, as administrative agent	Filed herewith
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.
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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Anchor 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.

Dated: November 9, 2022	MOTORCAR PARTS OF AMERICA, INC. — By:	/s/ David Lee
		David Lee
		Chief Financial Officer
Dated: November 9, 2022	By:	/s/ Kamlesh Shah
		Kamlesh Shah
		Chief Accounting Officer

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