MOTORCAR PARTS OF AMERICA INC 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR ☐ 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 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ As of September 30, 2023, which was the last business day of the registrant’s most recently completed fiscal second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $ 151,868,000 based on the closing sale price as reported on the NASDAQ Global Select Market. There were 19,662,380 shares of common stock outstanding as of June 4, 2024. DOCUMENTS INCORPORATED BY REFERENCE: In accordance with General Instruction G (3) of Form 10-K, the information required by Part III hereof will either be incorporated into this annual report on Form 10-K by reference to the registrant’s Definitive Proxy Statement for the registrant’s next Annual Meeting of Stockholders filed within 120 days of March 31, 2024 or will be included in an amendment to this annual report on Form 10-K filed within 120 days of March 31, 2024. Ernst & Young LLP Los Angeles, California PCAOB ID No. 42 Explanatory Note Motorcar Parts of America, Inc. (which may be referred to as “the Company,” “we,” “us,” “MPA,” and “our”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amended Form 10-K”) to amend our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2024 (the “Original Form 10-K”), to include Exhibit 97.1, which was omitted from Original Form 10-K. This Amended Form 10-K also updates, amends, and supplements Item 15 of the Original Form 10-K to include the filing of new Exhibits 31.4, 31.5 and 31.6, certifications of our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. No other changes have been made to the Original Form 10-K. This Amended Form 10-K does not amend or otherwise update any other information in the Original Form 10-K. Accordingly, this Amended Form 10-K should be read in conjunction with the Original Form 10-K and with our subsequent filings with the SEC. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Form 10-K. PART IV Item15. Exhibits, Financial Statement Schedule a. Documents filed as part of this report: (1) See Item 15(a)(1) of the Original Form 10-K. (2) See Item 15(a)(2) of the Original Form 10-K. (3) The documents listed in the Exhibit Index of this Amendment No. 1 to the Annual Report on Form 10-K/A are incorporated by reference or are filed with this Amendment No. 1 to the Annual Report on Form 10-K/A, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). 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 (the “1995 Registration Statement”). 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 the Company 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 the Company Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 14, 2016. Number Description of Exhibit Method of Filing 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 the Company 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. 4.5 Second Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on March 3, 2014. 4.6 2014 Non-Employee Director Incentive Award Plan Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on March 3, 2014. 4.7 Third Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on November 20, 2017. 4.8 Fourth Amended and Restated 2010 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 24, 2020. 4.9 2022 Incentive Award Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 29, 2022. 4.10 Form of Convertible Promissory Note Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 31, 2023. 4.11 Form of Common Stock Warrant Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 31, 2023. 4.12 First Amended and Restated Convertible Promissory Note Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on June 14, 2023. 4.13 First Amended and Restated Common Stock Warrant Incorporated by reference to Exhibit 4.13 to the Annual Report on Form 10-K filed on June 14, 2023. Number Description of Exhibit Method of Filing 10.1 Form of Indemnification Agreement for officers and directors Incorporated by reference to Exhibit 10.25 to the 1997 Registration Statement. 10.2 Amended and Restated Employment Agreement, dated as of December 31, 2008, by and between the Company and Selwyn Joffe Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed January 7, 2009. 10.3 Employment Agreement, dated as of May 18, 2012, between Motorcar Parts of America, Inc., and Selwyn Joffe Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 24, 2012. 10.4 Form of Stock Option Notice for use in connection with stock options granted to Selwyn Joffe pursuant to the Motorcar Parts of America, Inc. 2010 Incentive Award Plan Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 12, 2013. 10.5 Form of Stock Option Agreement for use in connection with stock options granted to Selwyn Joffe pursuant to the Motorcar Parts of America, Inc. 2010 Incentive Award Plan Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 12, 2013. 10.6* Revolving Credit, Term Loan and Security Agreement, dated as of June 3, 2015, among Motorcar Parts of America, Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 8, 2015. 10.7 First Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of November 5, 2015, among Motorcar Parts of America, Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 9, 2015. 10.8 Consent and Second Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of May 19, 2016, among Motorcar Parts of America, Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 9, 2016. 10.9 Third Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of March 24, 2017, among Motorcar Parts of America, Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.38 to Annual Report on Form 10-K filed on June 14, 2017. Number Description of Exhibit Method of Filing 10.10 Fourth Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of April 24, 2017, among Motorcar Parts of America, Inc., each lender from time to time party thereto and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 27, 2017. 10.11 Fifth Amendment to Revolving Credit, Term Loan and Security Agreement, dated as of July 18, 2017, among Motorcar Parts of America, Inc., each lender from time to time party thereto and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 24, 2017. 10.12* Amended and Restated Credit Facility, dated as of June 5, 2018, among Motorcar Parts of America, Inc., each lender from time to time party thereto and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2018. 10.13 First Amendment to Amended and Restated Loan Agreement, dated as of November 14, 2018, among Motorcar Parts of America, Inc., D & V Electronics Ltd., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 20, 2018. 10.14 Amendment No. 2 to Employment Agreement, dated as of February 5, 2019, between Motorcar Parts of America, Inc., and Selwyn Joffe Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on February 11, 2019. 10.15 Second Amendment to Amended and Restated Loan Agreement, dated as of June 4, 2019, 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 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 7, 2019. 10.16 Amendment No. 3 to Employment Agreement, dated as of March 30, 2020, between Motorcar Parts of America, Inc., and Selwyn Joffe Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K filed on June 15, 2020. 10.17 Amendment No. 4 to Employment Agreement, dated as of May 21, 2020, between Motorcar Parts of America, Inc., and Selwyn Joffe Incorporated by reference to exhibit 10.1 to the Quarterly Report filed on August 10, 2020. Number Description of Exhibit Method of Filing 10.18 Third Amendment to Amended and Restated Loan Agreement, dated as of May 28, 2021, 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 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 2, 2021. 10.19 Amendment No. 5 to Employment Agreement, dated as of June 18, 2021, between Motorcar Parts of America, Inc., and Selwyn Joffe Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 9, 2021. 10.20 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 Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 9, 2022. 10.21 Fifth Amendment to Amended and Restated Loan Agreement, dated as of February 3, 2023, 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 Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on February 9, 2023. 10.22 Note Purchase Agreement Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2023. 10.23 Registration Rights Agreement Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 31, 2023. 10.24 Sixth Amendment to Amended and Restated Loan Agreement, dated as of May 28, 2021, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2023. 10.25 Amendment No. 6 to Employment Agreement, dated March 29, 2023, between Motorcar Parts of America, Inc. and Selwyn Joffe. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 31, 2023. 10.26 First Amendment to Note Purchase Agreement Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed on June 14, 2023. 10.27 Seventh Amendment to Amended and Restated Loan Agreement, dated as of August 3, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023. 10.28 Second Amendment to the Note Purchase Agreement Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 9, 2023. 10.29 Eighth Amendment to Amended and Restated Loan Agreement, dated as of December 12, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2023. 21.1 List of Subsidiaries Incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on June 11, 2024. 23.1 Consent of Independent Registered Public Accounting Firm Ernst & Young LLP Incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K filed on June 11, 2024. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K filed on June 11, 2024. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-K filed on June 11, 2024. 31.3 Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Incorporated by reference to Exhibit 31.3 to the Annual Report on Form 10-K filed on June 11, 2024. 31.4 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Filed herewith. 31.5 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 Filed herewith. 31.6 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 Incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K filed on June 11, 2024. 97.1 Policy for Recovery of Erroneously Awarded Compensation 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 XBRL document) 101.SCM Inline XBRL Taxonomy Extension Schema Document Filed herewith. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith. * Portions of this exhibit have been granted confidential treatment by the SEC. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in those agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. SIGNATURES Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOTORCAR PARTS OF AMERICA, INC. Dated: June 28, 2024 By: /s/ David Lee David Lee Chief Financial Officer Dated: June 28, 2024 By: /s/ Kamlesh Shah Kamlesh Shah Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K/A has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated: /s/ Selwyn Joffe Chief Executive Officer and Director (Principal Executive Officer) June 28, 2024 Selwyn Joffe /s/ David Lee Chief Financial Officer (Principal Financial Officer) June 28, 2024 David Lee /s/ Kamlesh Shah Chief Accounting Officer (Principal Accounting Officer) June 28, 2024 Kamlesh Shah /s/ Rudolph Borneo Director June 28, 2024 Rudolph Borneo /s/ David Bryan Director June 28, 2024 David Bryan /s/ Joseph Ferguson Director June 28, 2024 Joseph Ferguson /s/ Philip Gay Director June 28, 2024 Philip Gay /s/ Jeffrey Mirvis Director June 28, 2024 Jeffrey Mirvis /s/ Jamy Rankin Director June 28, 2024 Jamy Rankin /s/ Douglas Trussler Director June 28, 2024 Douglas Trussler /s/ Patricia Warfield Director June 28, 2024 Patricia Warfield /s/ Barbara Whittaker Director June 28, 2024 Barbara Whittaker