UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

~~For~~ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~March~~SECTION ~~31,~~13 ~~2025~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2026

☐ ~~TRANSITION~~ ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

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.)
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
2929 California Street, Torrance, California		90503
(Address of principal executive offices)		Zip Code

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, ~~2024~~2025, 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 $~~138~~300,~~430~~342,000 based on the closing sale price as reported on the NASDAQ Global Select Market.

There were 1918,~~435~~924,~~706~~818 shares of common stock outstanding as of June 21, ~~2025~~2026.

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 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, ~~2025~~2026 or will be included in an amendment to this Form 10-K filed within 120 days of March 31, ~~2025~~2026.

Table of Contents

TABLE OF CONTENTS

PART I
Item 1. Business	5
Item 1A. Risk Factors	12
Item 1B. Unresolved Staff Comments	2324
Item 1C. Cybersecurity	2324
Item 2. Properties	2425
Item 3. Legal Proceedings	25
Item 4. Mine Safety Disclosures	2526
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2627
Item 6. Selected Financial Data	2830
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2931
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	4750
Item 8. Financial Statements and Supplementary Data	4851
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4851
Item 9A. Controls and Procedures	4851
Item 9B. Other Information	4952
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4952
PART III
Item 10. Directors, Executive Officers and Corporate Governance	5053
Item 11. Executive Compensation	5053
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5053
Item 13. Certain Relationships and Related Transactions, and Director Independence	5053
Item 14. Principal Accountant Fees and Services	5053
PART I
PART IV
Item 15. Exhibits, Financial Statement Schedule	5154
Item 16. Form 10-K Summary	5760
SIGNATURES	5861

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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless the context otherwise requires, all references in this Annual Report on Form 10-K to “the Company,” “we,” “us,” “MPA,” and “our” refer to Motorcar Parts of America, Inc. and its subsidiaries.

This Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our future performance that involve risks and uncertainties. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, expectations for economic conditions and recovery and future business and financial performance, as well as statements regarding underlying assumptions related thereto. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain, challenges with transforming and growing our business. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason. Therefore, you should not place undue reliance on those statements. Please refer to “Item 1A. Risk Factors” included in this report and other filings made by us with the Securities and Exchange Commission (“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.

PART I

Item 1. ~~Business~~

Business

General

We are a leading supplier of automotive aftermarket non-discretionary replacement parts and test solutions and diagnostic equipment -- building upon industry leading technology to be “The Global Leader for Parts and Solutions that Move Our World Today and Tomorrow”. We operate in the $130 billion automotive aftermarket for replacement hard parts in North America. Our hard parts products include light-duty rotating electrical products, ~~wheel~~and ~~hub products,~~ brake-related products~~, and turbochargers~~. In addition, we sell test solutions and diagnostic equipment, which were added with our acquisitions of D&V Electronics Ltd. in July 2017 and Mechanical Power Conversion, LLC in December 2018 and heavy-duty rotating electrical products, which were added with our January 2019 acquisition of Dixie Electric, Ltd.

The automotive aftermarket is divided into two markets. The first is the do-it-yourself (“DIY”) market, which is generally serviced by the large retail chain outlets and online resellers. Consumers who purchase parts from the DIY market generally install parts into their vehicles themselves. In most cases, this is a less expensive alternative than having the repair performed by a professional installer. The second is the professional installer market, commonly known as the do-it-for-me (“DIFM”) market. Traditional warehouse distributors, dealer networks, and commercial divisions of retail chains service this market. Generally, the consumer in this market is a professional parts installer. Our products are distributed to both the DIY and DIFM markets. The distinction between these two markets has become less defined over the years, as retail outlets leverage their distribution strength and store locations to attract customers.

Demand for replacement parts generally increases with the age of vehicles and miles driven, which provides favorable opportunities for sales of our products. The current population of light-duty vehicles in the U.S. is approximately ~~292~~296 million, and the average age of these vehicles is approximately 13 years and is expected to continue to grow, in particular during recession years. Although miles driven can fluctuate for various reasons, including fuel prices, they have been generally increasing for several years.

In addition, we operate in the $11 billion-plus rapidly emerging global market for automotive test solutions and diagnostic equipment and see the opportunity for accelerating growth rates for today and the future as electrification becomes increasingly important around the world. We also operate in the $40 billion market for medium and heavy-duty automotive aftermarket replacement parts for truck, industrial, marine, and agricultural applications.

Growth Strategies and Key Initiatives

To accomplish our strategic vision, we are focused on the following key initiatives:

Hard Parts

●

Grow our current product lines both with existing and potential new customers. We continue to develop and offer current and new sales programs to ensure that we are supporting our customers’ business needs. We remain dedicated to managing growth and continuing to focus on enhancements to our infrastructure and making investments in resources to support our customers. We have globally positioned manufacturing and distribution centers to support our continuous growth.

●

Introduction of new product lines. While we have not introduced any new product lines recently, we have expanded our new product ~~coverage~~introduction ~~for~~in existing product lines, and we continue to engage with our customers to identify potential new product opportunities to grow our business.

●

Creating value for our customers. A core part of our strategy is ensuring that we add meaningful value for our customers. We consistently support and pilot our customers’ supply management initiatives in addition to providing demand analytics, inventory management services, online training guides, and market share and retail store layout information to our customers.

●

Technological innovation. We continue to develop in-house technologies and advanced testing methods. This elevated level of technology aims to deliver our customers high quality products and support services.

●

Leverage our manufacturing capacity and supply chain sourcing. We continue to focus on improving our manufacturing efficiencies and supply chain costs. This includes (i) leveraging manufacturing capacity to meet demand across all non-discretionary product lines, (ii) capitalizing on our existing operations in Mexico with volume and efficiency benefits, and (iii) ongoing focus on lowering supply chain sourcing, particularly lower-tariff cost locations.

Test Solutions and Diagnostic Equipment

●

We provide industry-leading test solutions and diagnostic equipment to both original equipment manufacturers and the aftermarket. We are continuously upgrading our equipment to accommodate testing for the latest alternator and starter technology for both existing and new customers. These software and hardware upgrades are also available for existing products that the customer is using. In addition, we provide industry leading maintenance and service support to provide a better end-user experience and value to our customers.

●

Market and grow our new product lines on a global basis. We offer products and services that cater to automotive test solutions and diagnostic equipment for inverter and electric motors for both development and production. In addition, we provide power supply hardware and emulation software diagnostic products. Our strategy is to market these products on a global basis to original equipment manufacturers as well as suppliers to the original equipment manufacturers for development and production of electric vehicles and electric vehicle charging systems. We believe this is a rapidly emerging business and see the opportunity for accelerating growth rates. In addition, we are well-positioned to supply the aerospace industry to support its shift to electric power-driven control systems in airplanes.

Heavy Duty

●

Market and grow our innovative design solutions and commitment to quality. We continue to develop and improve product performance, ease of installation, and coverage simplification to deliver installation-ready products to provide extended service life and reduced downtime for our customers.

Products

We carry approximately 44,000 stock keeping units (“SKUs”) to support automotive aftermarket non-discretionary replacement parts. Our products are sold under our customers’ widely recognized private label brand names and our own brand names including Quality-Built^®, Pure Energy^®, D&V Electronics^®, Dixie Electric^®, and DelStar^®.

Our 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, ~~(iv)~~and ~~turbochargers~~wheel hub assemblies and bearings, (viii) test solutions and diagnostic equipment products, and (viiv) heavy-duty products.

Segment Reporting

Our three operating segments are as follows:

●

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

●

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

●

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

Our Hard Parts operating segment meets the criteria of a reportable segment. The Test Solutions and Diagnostic Equipment and Heavy Duty segments are not material, and are not required to be separately reported. See Note 20 of the notes to consolidated financial statements for more information. ●

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

Our Hard Parts operating segment meets the criteria of a reportable segment. The Test Solutions and Diagnostic Equipment and Heavy Duty segments are not material and are not required to be separately reported. See Note 20 of the notes to consolidated financial statements for more information.

Sales, Marketing and Distribution

We sell our hard parts products to the largest automotive chains, including Advance Auto Parts, AutoZone, Genuine Parts (NAPA), and O’Reilly Auto Parts with an aggregate of approximately 2625,000 retail outlets. In addition, these products are sold to warranty replacement programs (“OES”) customers, professional installers, and a diverse group of automotive warehouse distributors. Our heavy-duty products, which have some overlap with the light-duty automotive aftermarket, are also sold via specialty distribution channels through OES, fleet, and auto electric outlets. We also sell test solutions and diagnostic equipment to the automotive chains listed above and via direct and indirect sales channels, national and international technical conferences, and trade shows to some of the world’s leading automotive companies, and to the aerospace/aviation sector. We also offer testing services at our technical center located in Detroit, Michigan. During fiscal ~~2025~~2026, we sold approximately 9899% of our products in North America, with approximately 21% of our products sold in Asian and European countries.

We publish printed and electronic catalogs with part numbers and applications for our products along with a detailed technical glossary and informational database. In addition, we publish printed and electronic product and service brochures and data sheets for our test solutions and diagnostic equipment and service offerings. We believe that we maintain one of the most extensive catalog and product identification systems available to the market.

We primarily ship our products from our facilities and various third-party warehouse distribution centers in North America, including our 410,000 square foot distribution center in ~~Tijuana,~~ Mexico. Inand ~~addition,~~our ~~during~~warehouse ~~fiscal 2025, we added a new warehousing~~ and distribution ~~facility~~center in Malaysia tothat ~~support~~supports our ~~future~~ direct shipment programs.

Customers: Customer Concentration. While we continually seek to diversify our customer base, we currently derive, and have historically derived, a substantial portion of our sales from a small number of large customers. Sales to our three largest customers in the aggregate represented 8685%, 8386%, and 8483%, and sales to our largest customer, represented 3942%, 3539%, and 3735% of our net sales during fiscal ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively. Any meaningful reduction in the level of sales to any of these customers, deterioration of the financial condition of any of these customers or the loss of any of these customers could have a materially adverse impact on our business, results of operations, and financial condition.

Customer Arrangements: Impact on Working Capital. We have various length agreements with our customers. Under these agreements, which in most cases have initial terms of at least four years, we are designated as the exclusive or primary supplier for specified categories of our products. Because of the very competitive nature of the market and the limited number of customers for these products, our customers have sought and obtained price concessions, significant marketing allowances and more favorable delivery and payment terms in consideration for our designation as a customer’s exclusive or primary supplier. These incentives differ from contract to contract and can include: (i) the purchase of Remanufactured Core inventory on customer shelves, (ii) the issuance of a specified amount of credits against receivables in accordance with a schedule set forth in the relevant contract, (iii) support for a particular customer’s research or marketing efforts provided on a scheduled basis, (iv) discounts granted in connection with each individual shipment of product, and (v) store expansion or product development support. These contracts typically require that we meet ongoing performance standards.

While these longer-term agreements strengthen our customer relationships, the increased demand for our products often requires that we increase our inventories and personnel. Customer demands that we purchase and maintain their Remanufactured Core inventory also requires the use of our working capital. The marketing and other allowances we typically grant our customers in connection with our new or expanded customer relationships adversely impact near-term revenues, profitability and associated cash flows from these arrangements. However, we believe the investment we make in these new or expanded customer relationships will improve our overall liquidity and cash flow from operations over time.

Competition

Our business is highly competitive. We compete with several large and medium-sized companies, including (i) Terrepower, ~~First Brands~~ and ~~DRIV~~DRiV for hard parts, (ii) Burke Porter and Langdi Measurement Control for test solutions and diagnostic equipment, and (iii) a large number of smaller regional and specialty companies. We also compete with other overseas manufacturers, particularly those located in Asia who are increasing their operations and could become a significant competitive force in the future.

We believe that the reputations for quality, reliability, and customer service that a supplier provides are significant factors in our customers’ purchase decisions. We continuously strive to increase our competitive and technical advantages as the industry and technologies rapidly evolve. Our advanced power emulators are protected by U.S. patents that provide us a strong competitive barrier for a large segment of the market and allow us to be lower cost and more efficient.

We believe our ability to educate also helps to distinguish us from many of our competitors. We have created an online library of video courses, aimed at supporting our customers as they seek to train the next generation of technicians. We also offer live and web-based training courses via our education center within our Torrance, California headquarters. We believe our ability to provide quality replacement automotive parts, rapid and reliable delivery capabilities as well as promotional support also distinguishes us from many of our competitors. In addition, favorable pricing, our core exchange programs, and extended payment terms are also very important competitive factors in customers’ purchase decisions.

We seek to protect our proprietary processes and other information by relying on trade secret laws and non-disclosure and confidentiality agreements, as well as limiting the number of employees and other persons who have access to that information.

Operations

Production Process for Non-discretionary Replacement Parts. The majority of our products are remanufactured at our facilities in Mexico, Canada, and to a lesser extent in Malaysia. We also manufacture and assemble new products at our facilities in Canada, Malaysia and India. Our remanufacturing process begins with the receipt of Used Cores from our customers or core brokers. The Used Cores are evaluated for inventory control purposes and then sorted by part number. Each Used Core is completely disassembled into its fundamental components. The components are cleaned in an environmentally sound process that employs customized equipment and cleaning materials in accordance with the required specifications of the particular component. All components known to be subject to major wear and those components determined not to be reusable or repairable are replaced by new components. Non-salvageable components of the Used Core are sold as scrap.

After the cleaning process is complete, the salvageable components of the Used Core are inspected and tested as prescribed by our IATF 16949 and ISO 9001:2015 approved quality programs, which have been implemented throughout the production processes. IATF 16949 and ISO 9001:2015 are internationally recognized, world class, quality programs. Upon passage of all tests, which are monitored by designated quality control personnel, all the component parts are assembled in a work cell into a finished product. Inspection and testing are conducted at multiple stages of the remanufacturing process, and each finished product is inspected and tested on equipment designed to simulate performance under operating conditions. To maximize remanufacturing efficiency, we store component parts ready for assembly in our production facilities.

Our remanufacturing processes combine product families with similar configurations into dedicated factory work cells. This remanufacturing process, known as “lean manufacturing,” eliminates a large number of inventory moves and the need to track inventory movement through the remanufacturing process. This manufacturing enables us to significantly reduce the time it takes to produce a finished product. We continue to explore opportunities for improving efficiencies in our remanufacturing process.

~~Production Process for Test Solutions and Diagnostic Equipment.~~ Our ~~test~~remanufacturing ~~solutions~~processes ~~and~~combine ~~diagnostic~~product ~~equipment~~families ~~are~~with ~~engineered~~similar ~~and~~configurations ~~manufactured~~into indedicated ~~North~~factory ~~America~~work ~~at facilities in Toronto, Canada and Binghamton, New York, U~~cells.S. ~~Our~~This ~~facility~~remanufacturing ~~in Canada is certified under ISO 9001:2015 quality management system~~process, ~~which~~known ~~mandates~~as ~~that~~“lean ~~we foster continuous improvement to our~~ manufacturing,” ~~processes.~~eliminates ~~Materials for custom systems are purchased in~~ a ~~“just-in-time”~~large ~~environment~~number ~~while~~of ~~materials~~inventory ~~for~~moves ~~standard systems are purchased in economic quantities. All materials~~ and ~~components~~the ~~are~~need ~~inspected~~to ~~and~~track ~~tested~~inventory ~~when~~movement ~~required.~~through ~~Certain~~the ~~components~~remanufacturing ~~require certificates of compliance or test results from our vendors prior to shipping to us~~process. ~~Our~~This manufacturing ~~process~~enables ~~combines~~us ~~skilled~~to ~~labor~~significantly ~~from~~reduce ~~certified~~the ~~and~~time ~~licensed~~it ~~technicians~~takes ~~with raw materials, manufactured components, purchased components, and purchased capital components~~ to ~~complete~~produce ~~our~~a ~~test~~finished ~~solutions and diagnostic equipment~~product. ~~All~~We ~~test~~continue ~~solutions~~to ~~and~~explore ~~diagnostic~~opportunities ~~equipment~~for ~~are~~improving ~~inspected~~efficiencies ~~and~~in ~~tested per~~ our ~~quality~~remanufacturing ~~control program, which has been approved by the ISO 9001:2015 quality management system~~process.

Production Process for Test Solutions and Diagnostic Equipment. Our test solutions and diagnostic equipment are engineered and manufactured in North America at facilities in Toronto, Canada and Binghamton, New York, U.S. Our facility in Canada is certified under ISO 9001:2015 quality management standard, which mandates that we foster continuous improvement to our manufacturing processes. Materials for custom systems are procured on a “just-in-time” basis while materials for standard systems are purchased in economic quantities to optimize efficiency. All incoming materials and components are inspected and tested as required. Certain components require vendor-supplied certificates of compliance or test results prior to shipment; remaining items are inspected upon arrival according to established protocols. Our manufacturing process combines skilled labor from certified and licensed technicians with raw materials, manufactured components, purchased components, and purchased capital components to complete our test solutions and diagnostic equipment. Comprehensive inspections and tests are conducted in alignment with our quality control program, which complies with ISO 9001:2015 standards.

Our facility in New York, U.S., manufactures test solutions and diagnostic equipment using purchased electronic and custom components that are primarily assembled at this facility. While some circuit card assemblies are handled by outside subcontractors, most of the assemblies are manufactured in-house along with the fabrication of electronic subassemblies. Quality control and testing is completed on these subassemblies prior to their final installation into the overall equipment rack that includes mechanical, electrical and thermal management operations. Final inspection and acceptance testing are performed to predefined procedures prior to the equipment being packaged in a crate for shipment.

Used Cores. The majority of our Used Cores are obtained from customers through the core exchange programs. To supplement Used Cores received from our customers we purchase Used Cores from core brokers. Although this is not a primary source of Used Cores, it is a critical source for meeting our raw material demands. Remanufacturing consumes, on average, more than one Used Core for each remanufactured unit produced since not all Used Cores are reusable. The yield rates depend upon both the product and customer specifications.

We recycle materials, including metal from the Used Cores and corrugated packaging, in keeping with our focus as a remanufacturer to lessen our footprint on the environment.

Purchased Finished Goods. In addition to our remanufactured goods, we also purchase finished goods from various approved suppliers, including several located in Asia. We perform supplier qualification, product inspection and testing according to our IATF 16949 or ISO 9001:2015 certified quality systems to assure product quality levels. We also perform periodic site audits of our suppliers’ manufacturing facilities.

Environmental, Social and Governance (ESG) and Human Capital

Our Culture. Our Company was founded in 1968 on the values of integrity, common decency and respect for others. Our core values are Excellence, Passion/Productivity, Innovation/Integrity, Community, and Quality (“EPICQ”) and characterize our daily corporate focus. These values are embodied in our Code of Business Conduct and Ethics, which has been adopted by our Board of Directors to serve as a statement of principles to guide our decision-making and reinforce our commitment to these values in all aspects of our business. We believe that our commitment to our Company, our employees and the communities within which we operate has led to high employee satisfaction and low employee turnover, and our commitment to our customers, suppliers and business partners has resulted in high customer satisfaction, as evidenced by the customer awards that we routinely win, and decades-long customer relationships.

Environmental. Environmental and sustainable processes have been our hallmark since the Company’s establishment. We take our commitment to environmental stewardship seriously. The use of Remanufactured Cores results in a substantial reduction of raw materials and energy consumption. With the potential to significantly reduce material and energy consumption, industry sources believe that remanufacturing is the most efficient and sustainable process for producing aftermarket replacement parts – making our business practices green by nature. See more information on this at investors.motorcarparts.com/esg. Highlights of our eco-friendly remanufacturing processes include:

●

sorting the Used Cores returned by customers utilizing an innovative and efficient core-sorting process;

●

reconditioning and re-utilizing durable components after passing rigorous testing processes;

●

savings of raw materials due to a reduction in the required materials used in the remanufacturing production process, compared with new product processes; and

●

recycling of water, cardboard, and metal.

Human Capital. We regard our team members as integral to our strategic growth and success. We recognize that safety, inclusion, and offering exciting opportunities are fundamental to facilitating high retention and satisfaction of high performance team members. Equally important, we provide competitive compensation and excellent benefit programs, and support numerous programs that build connections between our team members and their communities. We believe our team members share our corporate ethics and values, as demonstrated in their daily interactions with customers, co-workers, vendors, and the public at large.

As of March 31, ~~2025~~2026, we employed approximately 5,~~700~~600 people, with 300 people in the United States, 54,~~000~~900 people in Mexico, 200 people in Canada, and 200 people in Malaysia and China. Approximately 5,~~300~~200 people are production employees. We have non-union and unionized facilities. Approximately 4,~~900~~700 production employees are covered by a local union in Mexico. We believe we have a strong relationship with the union that represents our employees.

Inclusion and Diversity. Our board is ethnically diverse and comprised of ~~eight~~six independent directors, including ~~two~~one ~~women~~woman. We believe an inclusive workforce is critical to our success, with an ongoing focus on the hiring, retention, and advancement of women and other underrepresented ethnic groups. We employ 37% women and 63% men globally. In the United States, 6668% of our workforce are considered ethnic minorities.

Health, Safety and Wellness. The success of our business is connected to the safety and well-being of our team members and their families. We provide our employees and their families with flexible and convenient health and wellness programs ~~– including protection and security to lessen concerns about missing work and the potential financial impact~~. Our programs are intended to support the physical and mental well-being with the tools and resources for employees to improve or maintain their health, and we encourage engagement in healthy behaviors for team members and their families.

Compensation and benefits. We provide competitive compensation and benefit programs that meet the needs of our employees, and are tailored to their local markets. In addition to wages and salaries, these programs may include annual cash bonuses, stock awards, a 401(k) Plan, healthcare, and insurance. We have also implemented methodologies to manage performance, provide feedback and develop talent.

Social Responsibility. We are firmly committed to social responsibility. While safety, respect, and inclusion have always been fundamental to our company, these qualities are more important than ever. Our socially responsible initiatives include subsidized food programs for certain employees, donations to community organizations, sponsorship of sport teams and weekend family events.

Information Security and Risk Oversight

We have an information security risk program committed to regular risk management practices surrounding the protection of confidential data. This program includes various technical controls, including security monitoring, data leakage protection, network segmentation and access controls around the computer resources that house confidential or sensitive data. We have also implemented employee awareness training programs around phishing, malware, and other cyber risks. We continually evaluate the security environment surrounding the handling and control of our critical data and have instituted additional measures to help protect us from system intrusion or data breaches.

Our Board of Directors appointed the Audit Committee with direct oversight of our: (i) information security policies, including periodic assessment of risk of information security breach, training program, significant threat changes and vulnerabilities and monitoring metrics and (ii) effectiveness of information security policy implementation. Our Audit Committee is comprised entirely of independent directors, one of whom has significant work experience related to information security issues or oversight. Management reports information security instances to the Audit Committee as they occur, if material, and provides a summary multiple times per year to the Audit Committee.

Governmental Regulation

Our operations are subject to various regulations governing, among other things, emissions to air, discharge to waters, and the generation, handling, storage, transportation, treatment and disposal of waste and other materials. We believe that our businesses, operations and facilities have been and are being operated in compliance in all material respects with applicable environmental and health and safety laws and regulations, many of which provide for substantial fines and criminal sanctions for violations. Potentially significant expenditures, however, could be required in order to comply with evolving environmental and health and safety laws, regulations or requirements that may be adopted or imposed in the future.

Access to Public Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available free of charge to the public over the Internet at the SEC’s website at www.sec.gov. In addition, our SEC filings and Code of Business Conduct and Ethics are available free of charge on our website www.motorcarparts.com. The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only.

Item 1A. ~~Risk Factors~~

Risk Factors

While we believe the risk factors described below are all the material risks currently facing our business, additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business operations. Our financial condition or results of operations could be materially and adversely impacted by these risks, and the trading price of our common stock could be adversely impacted by any of these risks. In assessing these risks, you should also refer to the other information included in or incorporated by reference into this Form 10-K, including our consolidated financial statements and related notes thereto appearing elsewhere or incorporated by reference in this Form 10-K.

Risks Related to Economic, Political and Health Conditions

Developments in global and local economic, political, and social conditions, such as international trade disputes, disruptions from rapid changes in trade policy and new or increased tariffs, a foreign or domestic debt crisis, currency volatility, natural disasters, war, such as the war in Ukraine and the ~~conflict~~conflicts in Iran, Israel, Gaza and the surrounding areas, epidemics and pandemics, the fear of spread of contagious diseases and civil unrest, may have a material impact on our results of operations and financial condition, and the continuation of or worsening of such conditions could have a similar or worse impact.

AGeopolitical ~~variety~~tensions ofin ~~economic~~the Middle East, ~~political~~including direct or indirect conflict involving Iran, have had and ~~social~~could ~~conditions~~continue to have ~~led~~significant toglobal ~~adverse~~economic and operational impacts. onSuch ~~the~~conflicts ~~U.S.~~may ~~and~~disrupt global ~~economies~~trade ~~and~~routes, ~~created~~energy ~~uncertainty~~supplies, ~~regarding~~and ~~the~~financial ~~potential~~markets, ~~effects~~and ofmay ~~such~~lead ~~conditions~~to onincreased ~~our~~volatility ~~employees,~~in ~~supply~~fuel ~~chains~~prices, ~~operations~~transportation costs, and ~~customer~~availability ~~demand~~and ~~including~~pricing ~~international~~of ~~trade~~key ~~disputes~~materials. In particular, disruptions ~~from~~in ~~rapid~~critical ~~changes~~maritime shipping routes, including those in ~~trade~~or ~~policy~~near ~~and~~the ~~new~~Strait of Hormuz or ~~increased~~other ~~tariffs~~strategic chokepoints, acould ~~foreign~~significantly delay or ~~domestic~~increase ~~debt~~the ~~crisis,~~cost ~~currency~~of ~~volatility,~~transporting ~~natural~~goods ~~disasters,~~and ~~war~~raw materials. Additionally, such asconflicts ~~the~~may ~~war~~result in ~~Ukraine~~the ~~and~~imposition ~~the~~of ~~conflict~~sanctions, inexport ~~Israel~~controls, ~~Gaza~~or ~~and~~other ~~surrounding~~trade ~~areas,~~restrictions ~~epidemics~~that ~~and~~could ~~pandemics,~~affect ~~the~~our ~~fear~~ability ofto ~~spread~~source ofcomponents ~~contagious~~or ~~diseases~~conduct ~~and~~business ~~civil~~in ~~unrest~~certain regions. ~~Certain~~These ofdevelopments ~~these~~could ~~conditions~~materially ~~may~~disrupt ~~impact~~ our ~~operations~~supply ~~and~~chain, ~~the~~increase ~~operations of~~ our ~~customers,~~operating ~~suppliers~~costs, ~~and~~reduce ~~vendors~~customer indemand, aand ~~number~~adversely ofimpact ~~ways~~our business, ~~including~~results ~~but~~of ~~not limited to~~operations, ~~the~~and ~~following:~~financial condition.

A variety of economic, political, and social conditions have led to adverse impacts on the U.S. and global economies and created uncertainty regarding the potential effects of such conditions on our employees, supply chains, operations, and customer demand including international trade disputes, disruptions from rapid changes in trade policy and new or increased tariffs, a foreign or domestic debt crisis, currency volatility, natural disasters, war, epidemics and pandemics, the fear of spread of contagious diseases and civil unrest. Certain of these conditions may impact our operations and the operations of our customers, suppliers, and vendors in a number of ways, including but not limited to, the following:

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significantly increased costs and uncertainty in future costs due to higher tariff rates charged on components and finished goods by the ~~United~~U.S. ~~States~~ and by other countries, and uncertainty regarding future tariff rates due to rapidly evolving trade policy in the U.S. and the potential for retaliatory tariffs charged by other countries;

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supply chain delays or stoppages due to shipping delays (cargo ship, train and truck shortages as well as staffing shortages) resulting in increased freight costs, closed supplier facilities or distribution centers, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods from some countries or areas;

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change in demand for or availability of our products as a result of our customers modifying their restocking, fulfillment, or shipping practices;

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increased raw material, and other input costs;

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increased working capital needs and/or an increase in trade accounts receivable write-offs as a result of increased financial pressures on our suppliers or customers; and

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fluctuations in foreign currency exchange rates or interest rates.

Unfavorable economic conditions may adversely affect our business.

Adverse changes in economic conditions, including inflation, slower economic growth and the potential for a recession, increased fuel prices, rapid changes in trade policy, new or increased tariffs, including retaliatory tariffs, global trade disruptions, unemployment levels, decreased availability of consumer credit, taxation or instability in the financial markets or credit markets may either lower demand for our products or increase our operational costs, or both. In addition, rapidly evolving federal, state and local government policies, the results of elections, and other changes in the political landscape could have similar effects, and responding to such changes in policy may divert the attention of senior management from our operations. Such conditions may also materially impact our customers, suppliers and other parties with whom we do business. Our revenue will be adversely affected if demand for our products declines, including if we are forced to make our products more expensive for customers as a result of increasing costs, including regulatory expenses such as tariffs, and our customers don’t agree to these increased costs. The impact of unfavorable economic conditions may also impair the ability of our customers to pay for products they have purchased. As a result, reserves for doubtful accounts and write-offs of accounts receivables may increase, and delay or failure to collect a significant portion of amounts due on those receivables could have a material adverse effect upon our business, results of operations, and financial condition. In addition, we also get pressure from our suppliers to pay them faster and our customers to pay us slower, which impacts our cash flows.

Unfavorable economic conditions may adversely affect our business.

Adverse changes in economic conditions, including inflation, slower economic growth and the potential for a recession, increased fuel prices, rapid changes in trade policy, new or increased tariffs, including retaliatory tariffs, global trade disruptions, unemployment levels, decreased availability of consumer credit, taxation or instability in the financial markets or credit markets may either lower demand for our products or increase our operational costs, or both. In addition, rapidly evolving federal, state and local government policies, the results of elections, and other changes in the political landscape could have similar effects, and responding to such changes in policy may divert the attention of senior management from our operations. Such conditions may also have a material impact on our customers, suppliers and other parties with whom we do business. Our revenue will be adversely affected if demand for our products declines, including if we are forced to make our products more expensive for customers as a result of increasing costs, including regulatory expenses such as tariffs, and our customers don’t agree with these increased costs. The impact of unfavorable economic conditions may also impair the ability of our customers to pay for products they have purchased. As a result, reserves for doubtful accounts and write-offs of accounts receivables may increase, and delay or failure to collect a significant portion of amounts due on those receivables could have a material adverse effect upon our business, results of operations, and financial condition. In addition, we also get pressure from our suppliers to pay them faster and from our customers to pay us slower, which impacts our cash flows.

Risks Related to Our Business and Industry

We rely on a few customers for a majority of our business, and the loss of any of these customers, significant changes in the prices, marketing allowances or other important terms provided to any of these customers, or adverse developments with respect to the financial condition of these customers, could harm our operating results.

Our net sales are concentrated among a small number of our customers. Sales to our three largest customers in the aggregate represented 8685%, and sales to our largest customer represented 3942% of our net sales during fiscal ~~2025~~2026. We are under ongoing pressure from our major customers to offer lower prices, extend payment terms, increase marketing and other allowances and other terms more favorable to these customers because our sales to these customers are concentrated, and provide the market in which we operate is very competitive. Customer demands have put continued pressure on our operating margins and profitability, resulted in periodic contract renegotiation to provide more favorable prices and terms to these customers and significantly increased our working capital needs. The loss of or a significant decline in sales to any of these customers could adversely affect our business, results of operations, and financial condition. In addition, customer concentration leaves us vulnerable to any adverse change in the financial condition of these customers.

We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality and age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay amounts owed to us. We participate in trade accounts receivable discount programs with our major customers. If the creditworthiness of any of our major customers was downgraded, we could be adversely affected as we may be subjected to higher interest rates on the use of these discount programs or we could be forced to wait longer for payment. In certain cases, we have experienced higher interest rates due to changes in customer credit profiles, which ~~has~~have ~~impacted~~had an impact on the overall cost of these financing arrangements. Should our customers experience significant cash flow problems, our financial position and results of operations could be materially and adversely affected, and our losses could include the outstanding receivable balance, Used Cores expected to be returned by customers, and the value of the Remanufactured Cores held at customers’ locations. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred. However, we cannot assure you that our losses will not exceed our reserve for the reasons and risks above. Changes in terms with, significant allowances for, and collections from these customers could affect our operating results and cash flows.

Failure to compete effectively could reduce our market share and significantly harm our financial performance.

Our industry is highly competitive, and our success depends on our ability to compete with suppliers of automotive aftermarket products, some of which may have substantially greater financial, marketing and other resources than we do. The automotive aftermarket industry is highly competitive, and our success depends on our ability to compete with domestic and international suppliers of automotive aftermarket products. Due to the diversity of our product offering, we compete with several large and medium-sized companies, including (i) Terrepower, First Brands and DRIV for hard parts, (ii) Burke Porter and Langdi Measurement Control for test solutions and diagnostic equipment, and (iii) a large number of smaller regional and specialty companies. We also face competition from original equipment manufacturers, which, through their automotive dealerships, supply many of the same types of replacement parts we sell. In addition, other overseas competitors, particularly those located in Asia, are increasing their operations and are becoming a significant competitive force.

Failure to compete effectively could reduce our market share and significantly harm our financial performance.

Our industry is highly competitive, and our success depends on our ability to compete with suppliers of automotive aftermarket products, some of which may have substantially greater financial, marketing and other resources than we do. The automotive aftermarket industry is highly competitive, and our success depends on our ability to compete with domestic and international suppliers of automotive aftermarket products. Due to the diversity of our product offering, we compete with several large and medium-sized companies, including (i) Terrepower and DRiV for hard parts, (ii) Burke Porter and Langdi Measurement Control for test solutions and diagnostic equipment, and (iii) a large number of smaller regional and specialty companies. We also face competition from original equipment manufacturers, which, through their automotive dealerships, supply many of the same types of replacement parts we sell. In addition, other overseas competitors, particularly those located in Asia, are increasing their operations and are becoming a significant competitive force.

Some of our competitors may have larger customer bases and significantly greater financial, technical and marketing resources than we do. In addition, some of our competitors may have a different manufacturing and distributing structure and footprint. These factors may allow our competitors to:

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respond more quickly than we can to new or emerging technologies and changes in customer requirements by devoting greater resources than we can to the development, promotion and sale of automotive aftermarket products;

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engage in more extensive research and development;

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Absorb more regulatory, tax, and tariff costs than the Company; and

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allocate more money and resources on marketing and promotion.

Increased competition could put additional pressure on us to reduce prices or take other actions, which may have an adverse effect on our operating results. We may also lose significant customers or lines of business to competitors.

Increased competition from manufacturers in China and other low-cost regions, including those with advanced automated manufacturing capabilities, could adversely affect our business, results of operations, and financial condition.

We face increasing competition from overseas manufacturers, particularly those located in China and other regions with lower labor and production costs. Certain of these competitors are investing heavily in advanced automated manufacturing technologies, including robotics, artificial intelligence-driven production systems, and large-scale manufacturing infrastructure. These capabilities may allow such competitors to produce automotive aftermarket products at lower cost, with greater speed, scalability, and consistency than we are able to achieve.

As a result, our competitors may be able to offer more competitive pricing, improved product availability, or enhanced product features, which could result in loss of market share, pressure on our margins, or reduced customer demand for our products. In addition, government support, subsidies, or favorable industrial policies in certain foreign jurisdictions may further enhance the competitive position of these manufacturers.

If we are unable to effectively compete with these manufacturers, including by continuing to invest in automation, operational efficiencies, and technological innovation, our business, results of operations, and financial condition could be materially and adversely affected.

If we do not respond appropriately, the evolution of the automotive industry could adversely affect our business.

Many leaders and consumers in the automotive industry are increasingly focused on the development of hybrid and electric vehicles and of advanced driver assistance technologies, with the goal of a commercially-viable, fully-automated driving experience. There has also been an increase in consumer preferences for mobility on demand services, such as car and ride sharing, as opposed to automobile ownership, which may result in a long-term reduction in the number of vehicles per capita. In addition, some industry participants are exploring transportation through alternatives to automobiles. These evolving areas have also attracted increased competition from entrants outside the traditional automotive industry. If we do not continue to innovate and develop, or acquire, new and compelling products that capitalize upon new technologies in response to consumer preferences, it could have a materially adverse impact on our business, results of operations, and financial condition. These changes may also reduce demand for our products for combustion engine vehicles.

Work stoppages, production shutdowns and similar events could significantly disrupt our business.

Because the automotive industry relies heavily on just-in-time delivery of components during the assembly and manufacture of vehicles, a work stoppage or production shutdown at one or more of our manufacturing and assembly facilities could have adverse effects on our business. Similarly, if one or more of our customers were to experience a work stoppage, that customer would likely halt or limit purchases of our products. InWe ~~recent~~have ~~years,~~had weand ~~have~~could ~~also~~continue ~~experienced~~to have significant disruptions in the supply of several key components from Asia due to work stoppages, production shutdowns, government closures, and other supply chain issues at many of our suppliers, leading to an adverse effect on our financial results.

Interruptions or delays in obtaining component parts could impair our business and adversely affect our operating results.

In our remanufacturing processes, we obtain Used Cores, primarily through the core exchange programs with our customers, and component parts from third-party manufacturers. To supplement Used Cores received from our customers we purchase Used Cores from core brokers. Historically, the Used Core returned from customers together with purchases from core brokers have provided us with an adequate supply of Used Cores, ~~but~~however, increases or uncertainty in tariff rates and global trade disruptions may cause a significant disruption in the supply of Used Cores, which may cause our operating activities to be materially and adversely impacted. Additionally, increased Used Core acquisitions by existing or new competitors or other changes could further disrupt the supply of Used Cores and increase the significance of such impacts. In addition, a number of the other components used in the remanufacturing process are available from a very limited number of suppliers. We are, as a result, vulnerable to any disruption in component supply and often are forced to purchase new units to obtain particularly difficult -to -get cores, and any meaningful disruption in this supply from uncertainty in tariff rates and global trade disruptions or other factors would materially and adversely impact our operating results. The imposition of tariffs, or even the potential imposition of tariffs ~~are~~is likely to cause a significant disruption in our manufacturing process, depending on the level and breadth of such tariff.

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Increases in the market prices of key component raw materials could increase the cost of our products and negatively impact our profitability.

In addition to the continuous pressure on pricing which we have experienced from our largest customers, we also may not be able to recoup the higher costs of our products due to changes in the prices of raw materials, including, but not limited to, aluminum, copper, steel, and cardboard. We recover a substantial portion of our raw materials from Used Cores returned to us by our customers through the core exchange programs. To supplement Used Cores received from our customers, we purchase Used Cores from core brokers. Although this is not a primary source of Used Cores, it is a critical source for meeting our raw material demands. The higher prices of these Used Cores that we purchase could impact the cost of raw materials. Raw material price increases have had an impact on our product costs and profitability and continued increases will similarly adversely affect us.

Our financial results are affected by automotive parts failure rates that are outside of our control.

Our operating results are affected over the long term by automotive parts failure rates. These failure rates are impacted by a number of factors outside of our control, including the reliability and durability of vehicles, the installation of the part, the number of miles driven by consumers, and the average age of vehicles on the road. These trends could reduce the demand for our products and thus adversely affect our sales and profitability.

Our reliance on foreign suppliers for some of the automotive parts we sell to our customers or included in our products presents risks to our business.

A significant portion of automotive parts and components we use in our remanufacturing process are imported from suppliers located outside the U.S., including China and other countries in Asia. As a result, we are subject to various risks of doing business in foreign markets and importing products from abroad, such as the following, which we have ~~experienced~~recently ~~in the last fiscal year~~experienced:

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significant delays in the delivery of cargo due to port security and ~~over-crowding~~overcrowding considerations;

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imposition of new and evolving duties, taxes, tariffs or other charges on imports;

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financial or political instability in the countries in which our product is manufactured;

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potential recalls or cancellations of orders for products that do not meet our quality standards;

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disruption of imports by labor disputes or strikes and local business practices;

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inability of our non-U.S. suppliers to obtain adequate credit or access liquidity to finance their operations; and

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natural disasters, conflicts, disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods.

We also face the following risks related to doing business in foreign markets and importing products from abroad:

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imposition of new legislation relating to import quotas or other restrictions that may limit the quantity of our product that may be imported into the U.S. from countries or regions where we do business;

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political or military conflict involving foreign countries or the U.S., which could cause a delay in the transportation of our products and an increase in transportation costs;

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heightened terrorism security concerns, which could subject imported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods; and

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our ability to enforce agreements with our foreign suppliers.

Any of the foregoing factors, or a combination of them, could increase the cost or reduce the supply of products available to us and materially and adversely impact our business, financial condition, results of operations or liquidity.

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In addition, because we depend on independent third parties to manufacture a significant portion of our brake-related products, and other purchased finished goods, we cannot be certain that we will not experience operational difficulties with such manufacturers, such as reductions in the availability of production capacity, errors in complying with merchandise specifications, insufficient quality controls and failure to meet production deadlines or increases in manufacturing costs.

An increase in the cost or a disruption in the flow of our imported products may significantly decrease our sales and profits.

Merchandise manufactured offshore represents a significant portion of our total product purchases. Disruptions in the shipping or cost of such merchandise recently have and may continue to or may more significantly decrease our sales and profits. In addition, if imported merchandise continues to become more expensive or less available due to increased tariff rates, trade disputes or other unfavorable impacts, the transition to alternative sources may not occur in time to meet our demands. Merchandise from alternative sources may also be of lesser quality and more expensive than those we currently import. Risks associated with our reliance on imported merchandise include disruptions in ~~the~~ shipping and importation or increase in the costs of imported products. For example, common risks include:

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increased sensitivity to changes in tariff rates;

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raw material shortages;

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problems with oceanic shipping, including shipping container shortages;

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increased customs inspections of import shipments or other factors causing delays in shipments; and

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increases in shipping rates, all of which we experienced.

As well as the following common risks, which we may experience in the future:

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work stoppages;

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strikes and political unrest;

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economic crises;

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international disputes and wars;

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loss of “most favored nation” trading status by the U. S. in relations to a particular foreign country;

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import duties; and

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import quotas and other trade sanctions.

Products manufactured overseas and imported into the U.S. and other countries are subject to import restrictions and duties, which could delay their delivery or increase their cost. We are regularly in contact with customs officials from various countries and disagree from time to time on the amounts due. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business.

Our operating results may continue to fluctuate significantly.

We have experienced significant variations in our annual and quarterly results of operations. These fluctuations have resulted from many factors, including shifts in the demand and pricing for our products, general economic conditions, including changes in prevailing interest rates, wage inflation and multiple minimum wage increases in Mexico in the past and likely in the future, and the introduction of new products. Our gross profit percentage fluctuates due to numerous factors, some of which are outside of our control. These factors include the timing and level of marketing allowances provided to our customers, actual sales during the relevant period, pricing strategies, the mix of products sold during a reporting period, and general market and competitive conditions. We also incur allowances, accruals, charges and other expenses that differ from period to period based on changes in our business, which causes our operating income to fluctuate.

16 We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities.

Our effective income tax rate depends on many factors, including changes in tax laws or treaties and their interpretation, accounting guidance, changes in the valuation of our deferred tax assets and liabilities, and our ability to sustain tax positions on examination. We operate in multiple jurisdictions, which increases the complexity of our tax profile and may result in greater volatility in our effective tax rate. Adverse audit outcomes or increased compliance requirements could increase our tax obligations and adversely affect our results of operations.

International tax reform initiatives, including the Organization for Economic Cooperation and Development's global minimum tax framework, have been enacted or proposed in certain jurisdictions in which we operate, and additional guidance continues to evolve. In addition, recent and future changes to U.S. tax legislation, including the provisions of the 2025 One Big Beautiful Bill Act, may affect our tax obligations. While the ultimate impact of these developments remains uncertain, they could increase our tax expense or effective tax rate in future periods.

Changes in effective tax rates could adversely affect our results.

We are subject to income taxes in a variety of domestic and foreign jurisdictions. Our future income tax liability could be materially adversely affected by earnings that are lower than anticipated in jurisdictions where we have lower statutory rates, earnings that are higher than anticipated in jurisdictions where we have higher statutory rates, changes in the valuation of our deferred tax assets and liabilities, changes in the amount of our unrecognized tax benefits, or changes in tax laws, regulations, accounting principles, or interpretations thereof.

Tax laws and regulations continue to evolve. For example, ongoing tax reform discussions in the U.S. and other jurisdictions could further impact our tax liabilities. Proposals to modify corporate tax rates, implement new taxation mechanisms on foreign earnings, or change existing tax deductions and credits could materially affect our financial results. Given the political and economic uncertainty surrounding tax policy, we cannot predict the likelihood, form, or timing of such changes, but any unfavorable developments could have an adverse impact on our effective tax rate, income tax expense, and overall financial performance.

In addition, recent legislative changes in international tax initiatives, including the Organization for Economic Co-operation and Development (“OECD”)’s global minimum tax framework under Pillar Two, aim to establish a minimum corporate tax rate of 15% for large multinational enterprises. As countries implement these measures, our tax obligations could increase, and compliance requirements may become more complex. While we do not currently meet the minimum revenue threshold for Pillar Two and are not subject to its provisions, any future compliance could increase our tax obligations, impose additional compliance costs, and adversely affect our results of operations and financial condition.

Furthermore, changes in global tax laws may lead to increased tax costs or compliance burdens. The OECD’s Base Erosion and Profit Shifting (“BEPS”) initiatives and similar measures adopted by various jurisdictions may further contribute to tax uncertainty. As new regulations and interpretations emerge, our ability to mitigate risks associated with these changes may be limited, and our results of operations and financial condition could be adversely affected.

Natural disasters or other disruptions in our business in California, Baja California, Mexico, and Asia could increase our operating expenses or cause us to lose revenues.

A substantial portion of our operations are located in Southern California, Baja California, Mexico, and Asia, including our headquarters, remanufacturing and warehouse facilities. Any natural disaster, such as an earthquake, or other damage to our facilities from weather, fire or other events could cause us to lose inventory, delay delivery of orders to customers, incur additional repair-related expenses, disrupt our operations or otherwise harm our business. These events could also disrupt our information systems, which would harm our ability to manage our operations worldwide and compile and report financial information. As a result, we could incur additional expenses or liabilities or lose revenues, which could exceed any insurance coverage and would adversely affect our financial condition and results of operations.

Disruptions in the automotive aftermarket industry, including the financial distress or bankruptcy of significant competitors, suppliers, or customers, could adversely affect our business and operating results.

The automotive aftermarket industry has experienced, and may continue to experience, consolidation and financial distress among market participants, including manufacturers, distributors, and suppliers. The bankruptcy or restructuring of a significant industry participant, such as a major competitor, could result in substantial disruption to the market.

Such disruptions may include aggressive pricing or liquidation of inventory by distressed competitors, changes in customer purchasing behavior, supply shortages, loss of key suppliers, or shifts in market share. In addition, we may experience increased pressure from customers seeking more favorable pricing or terms as a result of such disruptions, or may be required to assume additional operational or financial burdens in response to changes in the competitive landscape.

These dynamics could negatively impact our sales, margins, supply chain stability, and overall financial performance. We cannot predict the timing or extent of such disruptions or their impact on our business.

Our failure to maintain effective internal control over financial reporting may affect our ability to accurately report our financial results and could materially and adversely affect the market price of our common stock.

Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, which requires significant resources and management oversight. Effective internal and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot assure you that our internal control over financial reporting will be effective in the future or that other material weakness will not be discovered in the future. Any failure to maintain effective controls or timely effect any necessary improvement of our internal and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations, which could affect our ability to remain listed with the Nasdaq Global Select Market or subject us to adverse regulatory consequences. Ineffective internal and disclosure controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our stock.

1718

Risks Related to Our Overseas Operations

Our offshore remanufacturing and logistic activities expose us to increased political and economic risks and place a greater burden on management to achieve quality standards.

Our international operations, especially our operations in Mexico, increase our exposure to political, criminal or economic instability in the host countries and to currency fluctuations. Risks are inherent in international operations, including:

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exchange controls and currency restrictions;

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currency fluctuations and devaluations;

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changes in local economic conditions;

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repatriation restrictions (including the imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries);

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global sovereign uncertainty and hyperinflation;

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uncertainty in laws and regulations relating to export and import restrictions;

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exposure to government actions;

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increased required employment related costs;

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labor union activities, and

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exposure to local political or social unrest including resultant acts of war, terrorism or similar events.

These and other factors may have a material adverse effect on our international activities and on our business, results of operations and financial condition. Our overall success as a business depends substantially upon our ability to manage our foreign operations. We may not continue to succeed in developing and implementing policies and strategies that are effective in each location where we do business, and failure to do so could materially and adversely impact our business, results of operations, and financial condition.

Unfavorable currency exchange rate fluctuations could adversely affect us.

We are exposed to market risk from material movements in foreign exchange rates between the U.S. dollar and the currencies of the foreign countries in which we operate. In fiscal ~~2025~~2026, approximately 29% of our total expenses were in currencies other than the U.S. dollar. As a result of our extensive operations in Mexico, our primary risk relates to changes in the rates between the U.S. dollar and the Mexican peso. To mitigate this currency risk, we enter into forward foreign exchange contracts to exchange U.S. dollars for Mexican pesos. We also enter into forward foreign exchange contracts to exchange U.S. dollars for Chinese yuan in order to mitigate risk related to our purchases and payments to our Chinese vendors. The extent to which we use forward foreign exchange contracts is periodically reviewed in light of our estimate of market conditions and the terms and length of anticipated requirements. The use of derivative financial instruments allows us to reduce our exposure to the risk that the eventual net cash outflow resulting from funding the expenses of the foreign operations will be materially affected by changes in the exchange rates. We do not engage in currency speculation or hold or issue financial instruments for trading purposes. These contracts generally expire in a year or less. Any change in the fair value of foreign exchange contracts is accounted for as an increase or decrease to foreign exchange impact of lease liabilities and forward contracts in the consolidated statements of operations. We recorded a non-cash ~~losses~~gain of $42,~~179~~515,000, ~~$1,373,000,~~ and a non-cash ~~gain~~losses of $24,~~776~~179,000, and $1,373,000, due to the change in the fair value of the forward foreign currency exchange contracts during fiscal ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. In addition, we recorded a ~~loss~~gain of $116,~~713~~409,000, ~~and~~a ~~gains~~loss of $511,~~187~~713,000, and a gain of $65,~~515~~187,000, in connection with the remeasurement of foreign currency-denominated lease liabilities during fiscal ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively.

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Changes in trade policy and other factors beyond our control could materially adversely affect our business.

We are affected by trade policy, including global tariffs, the North American Free Trade Agreement (“NAFTA”) and the World Trade Organization (the “WTO”). In December 2019, the United States, Mexico and Canada signed the amended United States-Mexico-Canada Agreement (the “USMCA”), which replaced NAFTA. In July 2020, the U.S. notified the United Nations of its intention to withdraw from the WTO. The U.S. government has recently indicated that it intends to negotiate changes to the USMCA in 2026 with the Mexican and Canadian governments. The effects of such negotiations and any changes to the USMCA may negatively impact our operations in Mexico and Canada and may significantly and materially increase our costs by increasing the cost of shipping products from our distribution center or remanufacturing facilities in Mexico and our subsidiaries in Canada. While the U.S. continues to be a member of the WTO, it remains difficult to predict what effect the USMCA, the WTO or other trade agreements and organizations will have on our business. If the U.S. were to withdraw from or materially modify any other international trade agreements to which it is a party or if the U.S. imposes significant additional tariffs on imports from China or other restrictions, it could have a materially adverse impact on our business, results of operations, and financial condition. 19

We are affected by trade policy, including global tariffs. In December 2019, the United States, Mexico and Canada signed the amended United States-Mexico-Canada Agreement (the “USMCA”). The U.S. government has indicated that it intends to negotiate changes to the USMCA in 2026 with the Mexican and Canadian governments. The effects of such negotiations and any changes to the USMCA may negatively impact our operations in Mexico and Canada and may significantly and materially increase our costs by increasing the cost of shipping products from our distribution center or remanufacturing facilities in Mexico and our subsidiaries in Canada. It remains difficult to predict what effect the USMCA or other trade agreements and organizations will have on our business. If the U.S. were to withdraw from or materially modify any other international trade agreements to which it is a party or if the U.S. imposes significant additional tariffs on imports from China or other restrictions, it could have a materially adverse impact on our business, results of operations, and financial condition.

Tariffs imposed by the United States government could have a material adverse effect on our results of operations.

The U.S. government has ~~recently~~ placed increased tariffs on certain goods imported from China and other countries and may impose new tariffs on goods imported from China and other countries, including products that we import. In response, China and other countries have, and may again in the future, impose increased tariffs on a wide range of products imported from the U.S. and adjust the value of its currency. Further, the U.S. government has ~~recently~~ imposed new tariffs on additional countries, including Mexico and Canada from which we remanufacture and distribute products, and we have operations. While such tariffs on Mexico and Canada were paused in connection with an agreement to renegotiate the USMCA, similar tariffs could significantly increase the cost of the products that we import and may materially impact our cost of goods and business.

If renegotiations related to existing or threatened tariffs are unsuccessful or additional tariffs or trade restrictions are implemented by the U.S. or other countries in connection with a global trade war, the resulting escalation of trade tensions could have a material adverse effect on world trade and the global economy. Even in the absence of further tariffs or trade restrictions, the related uncertainty and the market's fear of an economic slowdown could lead to a decrease in consumer spending, and we may experience lower net sales than expected. Reduced net sales may result in reduced operating cash flows if we are not able to appropriately manage inventory levels or ~~leverage~~reduce expenses.

In addition, recent legal challenges to U.S. trade measures, including tariffs imposed under statutes such as the International Emergency Economic Powers Act (“IEEPA”), have introduced further uncertainty regarding the scope, duration and enforceability of such tariffs. In early 2026, the U.S. Supreme Court affirmed a lower court decision invalidating certain tariffs previously imposed under IEEPA, and subsequent executive actions have created additional uncertainty regarding the potential reinstatement, modification or replacement of such tariffs.

These developments may result in shifting trade policies, including the possibility of retroactive adjustments, refund claims or new tariff regimes, which could impact the cost of imported components, the competitiveness of our products and our overall supply chain strategy. Ongoing or future litigation and regulatory actions may continue to create volatility in trade policy, making it difficult to predict the ultimate impact on our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Our debt can impact our operating results and cash flows and limit our operations.

As of March 31, ~~2025~~2026, we had $9094,~~787~~668,000 of debt outstanding under our credit facility, which is at variable interest rates. Fluctuations in those rates could impact our operating results and cash flows. The weighted average interest on our debt was 76.4679% at March 31, ~~2025~~2026 compared to 87.4346% at March 31, ~~2024~~2025. In addition, our credit facility has restrictions that could limit aspects of our operations.

In addition, on March 31, 2023, we issued and sold $32,000,000 in aggregate principal amount of 10.0% convertible notes due in 2029 (the “Convertible Notes”). The issuance of shares of our common stock upon conversion of the Convertible Notes may dilute the ownership interests of existing stockholders and reduce our per share results of operations. Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

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We may also incur additional debt in the future, which could further increase our leverage, reduce our cash flow or further restrict our business.

Our lenders may not waive future defaults under our credit agreements.

Our credit agreement with our lenders contains certain financial and other covenants. If we fail to meet any of these covenants in the future, there is no assurance that our lenders will waive any such defaults or that we will otherwise be able to cure them. If we obtained a waiver, it may impose significant costs or covenants on us. In addition, as the capital markets get more volatile, it may become more difficult to obtain such waivers or refinance our debt.

Weakness in conditions in the global credit markets and macroeconomic factors, including interest rates, could adversely affect our financial condition and results of operations.

The banking industry and global credit markets also experience difficulties from time to time, and issues involving our lenders could impact our deposits, the availability, terms and cost of borrowings or our ability to refinance our debt. Any weakness in the credit markets could result in significant constraints on liquidity and availability of borrowing terms from lenders and accounts payable terms with vendors. These issues could also result in more stringent lending standards and terms and higher interest rates. In addition, we are exposed to changes in interest rates primarily as a result of our borrowing and receivable discount programs, which have interest costs that vary with interest rate movements. Any limitations on our ability to fund our operations could have a material adverse effect on our business, financial condition and ability to grow.

Risks Related to Owning Our Stock

Our stock price is volatile and could decline substantially.

Our stock price has fluctuated in the past and may decline substantially in the future as a result of developments in our business, the volatile nature of the stock market, and other factors beyond our control. Our stock price and the stock market generally has, from time to time, experienced extreme price and volume fluctuations. Many factors may cause the market price for our common stock to decline, including: (i) our operating results failing to meet the expectations of securities analysts or investors in any period, (ii) downward revisions in securities analysts’ estimates, (iii) market perceptions concerning our future earnings prospects, (iv) public or private sales of a substantial number of shares of our common stock, (v) adverse changes in general market conditions or economic trends, and (vi) market shocks generally or in our industry. Our stock price is also affected by volume, which impacts the ability of investors to buy or sell our stock.

General Risk Factors

We have made and may continue to make strategic acquisitions of other companies and businesses, and these acquisitions have and may continue to introduce significant risks and uncertainties, including risks related to integrating the acquired businesses and achieving benefits from the acquisitions.

In order to position ourselves to take advantage of growth opportunities, we have made, and may continue to make, strategic acquisitions that involve significant risks and uncertainties. These risks and uncertainties include:

●

the difficulty in integrating newly-acquired businesses and operations in an efficient and effective manner;

●

the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions;

●

the potential loss of key employees of the acquired businesses;

●

the risk of diverting the attention of senior management from our operations;

●

risks associated with integrating financial reporting and internal control systems;

●

difficulties in expanding information technology systems and other business processes to accommodate the acquired businesses; and

●

future impairments of any goodwill of an acquired business.

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We may also incur significant expenses to pursue and consummate acquisitions. Any of the foregoing, or a combination of them, could cause us to incur additional expenses and materially and adversely impact our business, financial condition, results of operations or liquidity.

Increased attention to environmental, social, and governance matters may impact our business, financial results, or stock price.

In recent years, investors and other stakeholders have often focused on corporate activities related to environmental, social, and governance (“ESG”) matters in public discourse. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote change at public companies related to ESG matters, including through the investment and voting practices of investment advisers, public pension funds, universities, and other members of the investing community. As they evaluate investment decisions, many investors and customers, look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons among companies. Although we participate in a number of these ratings systems, we do not participate in all such systems. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. We supplement our participation in ratings systems with published disclosures of our ESG activities, but some investors and other stakeholders may desire other disclosures that we do not provide. We also incur significant costs in complying with reporting obligations and could incur liability if a regulator or other third party disagrees with our statements.

In addition, some of the domestic and foreign jurisdictions in which we operate could mandate additional ESG disclosure and impose additional requirements on us. For example, in October 2023, California passed ~~two~~the ~~bills~~Climate ~~that~~Corporate ~~require~~Data ~~certain~~Accountability ~~companies~~Act ~~that~~(“SB-253”), dowhich ~~business~~mandates inthe ~~California~~disclosure toof ~~disclose~~greenhouse ~~their~~gas ~~GHG~~emissions, including Scope 1, Scope 2 and Scope 3 emissions; and the Climate-Related Financial Risk Act (“SB-261”), which mandates the disclosure of climate-related financial risks, ~~starting~~and inmeasures adopted to reduce and adapt to such risks. California has delayed formal rulemaking for SB-253 until the first quarter of 2026. As of the date of this Annual Report, SB-261 is subject to a court injunction on its implementation. We continue to monitor and review developments relating to SB-253 and SB-261. A failure to comply with investor or other stakeholder expectations and standards, which are evolving, or if we are perceived to not have responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, could also cause reputational harm to our business and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our ability to raise capital and could have other material adverse effects on us.

Regulations related to conflict minerals could adversely impact our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) contains provisions to improve transparency and accountability concerning the supply of certain minerals, known as “conflict minerals”, originating from the Democratic Republic of Congo (“DRC”) and adjoining countries. These rules could adversely affect the sourcing, supply, and pricing of materials used in our products, as the number of suppliers who provide conflict-free minerals may be limited. We may also suffer reputational harm if we determine that certain of our products contain minerals not determined to be conflict-free or if we are unable to modify our products to avoid the use of such materials. We may also face challenges in satisfying customers who may require that our products be certified as containing conflict-free minerals.

The products we manufacture or contract to manufacture contain small quantities of Tin and Gold. We manufacture or contract to manufacture one product with small quantities of Tantalum. For the reporting year ending December 31, ~~2024~~2025, we surveyed ~~204~~245 smelters or refiners for these minerals that are, or could be, in our supply chain. Of these, 9485% were validated as Compliant or Conformant as conflict-free, per publicly available information on the Conflict Free Sourcing Initiative website. We have not been able to ascertain the conflict-free status of the remaining smelters or refiners.

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Our strategy for managing risks associated with conflict minerals in products includes continuing to encourage our suppliers to engage in conflict-free sourcing and obtaining data from our suppliers that is more applicable to the products we purchase. We continue to monitor progress on industry efforts to ascertain whether some facilities that suppliers identified are actually smelters. We do not believe conflict minerals pose risk to our operations. We are a member of the Automobile Industry Action Group (AIAG) and support their efforts in the conflict minerals area.

If our technology and telecommunications systems were to fail, or we were not able to successfully anticipate, invest in or adopt technological advances in our industry, it could have an adverse effect on our operations.

We rely on computer and telecommunications systems to communicate with our customers and vendors and manage our business. The temporary or permanent loss of our computer and telecommunications equipment and software systems, through casualty, operating malfunction, software virus or service provider failure, could disrupt our operations. In addition, our future growth may require additional investment in our systems to keep up with technological advances in our industry. If we are not able to invest in or adopt changes to our systems, or such upgrades take longer or cost more than anticipated, our business, financial condition and operating results may be adversely affected.

WeOur ~~use~~failure to effectively adopt and integrate artificial intelligence and other emerging technologies ininto our ~~business,~~operations and ~~the~~products ~~use~~could ofadversely ~~these~~affect ~~technologies~~our ~~involve~~competitiveness ~~technological~~ and ~~legal~~business ~~risk~~performance.

WeWhile we currently ~~use~~utilize artificial intelligence (“AI”) ~~and automated decision-making~~ technologies ~~(collectively, “AI Technologies”)~~ in certain ~~internal~~aspects ~~business~~of ~~practices.~~our ~~Technological~~business, ~~advances~~the inpace AIof ~~are~~technological ~~rapidly~~advancement ~~evolving,~~in AI and ~~along~~related ~~with~~fields ~~this~~is rapid ~~evolution comes risks~~ and ~~challenges~~may ~~that~~significantly ~~could negatively~~ impact our business. AI Technologies may create incomplete, inaccurate, or misleading outputs or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical, or factually incorrect results. While we take measures designed to ensure the ~~accuracy~~automotive ofaftermarket ~~such AI-generated content, those measures may not always be successful~~industry. ~~Accordingly,~~Competitors ~~reliance on these models could lead us to make impaired decisions~~ that ~~could~~successfully ~~result~~integrate inAI ~~adverse~~into ~~consequences to us~~manufacturing, ~~including~~supply ~~legal~~chain ~~liability~~management, ~~reputational and competitive harm~~pricing, ~~and loss of customers. Additionally~~forecasting, ~~sensitive~~customer ~~or otherwise confidential information could be leaked~~service, ~~disclosed, or revealed in connection with the use of AI Technologies by our employees, vendors, contractors,~~ and ~~where~~product andevelopment ~~AI model processes personal information and makes connections with that data, it~~ may ~~disclose~~achieve ~~sensitive,~~meaningful ~~proprietary,~~competitive ~~or confidential information generated by the model~~advantages.

If we are unable to timely and effectively adopt, implement, or scale AI and other advanced technologies, we may experience reduced operational efficiency, higher costs, slower innovation cycles, and diminished customer value propositions. This could result in loss of market share, reduced profitability, and decreased competitiveness relative to peers who more effectively leverage such technologies.

Additionally, the costs associated with developing, acquiring, and implementing AI technologies may be significant, and we may not realize the expected benefits of such investments.

Cyber-attacks or other breaches of information technology security could adversely impact our business and operations.

~~The~~Cybersecurity ~~incidence~~threats ofcontinue ~~cyber-attacks~~to ~~and~~evolve ~~other~~in ~~breaches~~sophistication ofand ~~information~~scale, ~~technology~~and ~~security~~may ~~have~~be ~~increased~~exacerbated ~~worldwide.~~by ~~Cyber-attacks~~geopolitical ortensions, ~~other~~including ~~breaches~~potential ofcyberwarfare ~~network~~conducted orby ~~information~~nation-state ~~technology~~actors ~~security may cause equipment failure~~ or ~~disruption~~affiliated ~~to our operations~~organizations. WeThese ~~may face such~~ attacks ~~through~~may ~~use~~target ofcritical ~~malware~~infrastructure, ~~computer~~supply ~~viruses~~chains, ~~attachments~~financial tosystems, ~~e-mails~~or ~~and~~corporate ~~other~~networks. ~~means~~As ~~for~~a ~~disruption~~result, orwe ~~unauthorized~~may ~~access.~~face ~~The~~increased risk of acyber-attacks ~~cybersecurity~~that ~~attack,~~could ~~including~~disrupt byour ~~computer~~operations, ~~hackers~~compromise ~~(individual~~sensitive ~~or hacking organizations)~~data, ~~foreign~~impair ~~governments~~our systems, ~~and~~or ~~cyber~~result ~~terrorists,~~in ~~has~~financial ~~generally~~loss. ~~increased~~Such asattacks ~~the~~could ~~number,~~include ~~intensity~~ransomware, ~~and~~data ~~sophistication~~exfiltration, denial-of-service ~~attempted~~ attacks, ~~and~~or ~~intrusions~~other ~~from~~forms ~~around~~of ~~the~~malicious ~~world~~activity. Although we have ~~increased.~~implemented ~~The~~cybersecurity ~~techniques~~measures and ~~sophistication~~risk ~~used~~management topractices, ~~conduct~~these ~~cyber-attacks~~measures ~~and~~may ~~breaches~~not ofbe ITsufficient ~~systems,~~to asprevent ~~well~~or asmitigate ~~the~~all ~~sources~~potential ~~and~~threats. ~~targets~~A ofsuccessful ~~these~~cyber-attack ~~attacks,~~could ~~change~~result ~~frequently~~in ~~and~~operational ~~are~~disruption, ~~often~~reputational ~~not~~harm, ~~recognized~~legal ~~until~~liability, ~~such~~and ~~attacks~~increased ~~are~~costs, ~~launched~~any orof ~~have~~which ~~been~~could inmaterially ~~place~~and ~~for~~adversely aaffect ~~period~~our business, results of ~~time~~operations, and financial condition.

We have been impacted by security incidents in the past and will likely continue to experience security incidents of varying degrees. The preventive actions we take to reduce the risk of cyber incidents and protect our information technology and networks may be insufficient to repel a major cyber-attack in the future. As cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. In addition, our remediation efforts may not be successful. To the extent that any disruption or security breach results in a loss or damage to our data or unauthorized disclosure of confidential information, it could cause significant damage to our reputation, affect our relationship with our customers, suppliers and employees, and lead to claims against us and ultimately harm our business. Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future including if such security breaches result in a violation of applicable federal and state privacy and other laws, or subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability. While we maintain specific cyber insurance coverage, which may apply in the event of various breach scenarios, the amount of coverage may not be adequate in any particular case. Furthermore, because cyber threat scenarios are inherently difficult to predict and can take many forms, some breaches may not be covered under our cyber insurance coverage. 23

Item 1B. ~~Unresolved Staff Comments~~

Unresolved Staff Comments

None.

Item 1C. ~~Cybersecurity~~

Cybersecurity

Material Effects of Cybersecurity Incidents

Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition. Further information regarding cybersecurity risks can be found in Item 1A. Risk Factors - risks relating to “cyber-attacks or other breaches of information technology security could adversely impact our business and operations”.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity program designed to provide structured and thorough cybersecurity risk management and governance. Our cybersecurity program prioritizes, among other things, prevention of unauthorized access; protection of sensitive information; detection, assessment, and response to cyber threats; and continuous improvement of our cybersecurity measures. We seek to achieve our cybersecurity program priorities through a multi-pronged approach to address cyber threats and incidents that includes (i) implementation of various industry best practices, (ii) proactive monitoring of our IT systems, (iii) ongoing employee training, (iv) quarterly phishing campaigns, (v) continued education for our cybersecurity team, and (vi) regular risk assessments. We also maintain cyber insurance coverage to help mitigate a portion of the potential costs in the event of covered events.

Our cybersecurity program is aligned with various frameworks for managing cybersecurity risks, such as the National Institute of Standards and Technology Cybersecurity Framework for IT. We have an Information Technology Steering Committee that oversees the IT function, material projects, budgeting, and cybersecurity. In addition, we have an Incident Response Team, as highlighted in our cybersecurity policy to respond to any information security risks or incidents. These committees report directly to the Audit Committee of the Board of Directors, which is responsible for overall oversight of the Company’s cybersecurity program.

We rely upon both internal and external resources for evaluating and enhancing our cyber posture. Our information security team works with external cybersecurity firms to review and provide feedback on improving our cybersecurity program, including in the areas of data protection, threat and vulnerability management, and end-point protection. We require annual cybersecurity training by our employees, send out regular tips and memos to help our employees recognize phishing emails and other social engineering tactics, and provide various methods for employees to report suspicious activity that may give rise to a cyber-incident or threat. Significant results of such testing and reviews are communicated to our executive management team and our Audit Committee, as applicable, and are utilized in our cybersecurity program’s continuous improvement process.

In response to the growing risks associated with third-party service providers, we do not have any direct connections between our enterprise resource planning (“ERP”) system and our third-party suppliers nor service providers as their access to our IT systems could significantly disrupt our operations.

Table of Contents

We maintain a set of core practices and procedures when responding to certain high-risk information security threats and incidents, which are designed to ensure appropriate resources are utilized to provide an effective, timely, and coordinated response in managing crises, including significant cyber threats and incidents. Our Management Risk Committee will assume overall responsibility in an effort to ensure that the appropriate functions and work streams are mobilized and coordinated to effectively manage any significant cyber events.

We have been a target of cyber-attacks and other hacking activities, as have certain of our third-party service providers. While our cybersecurity program is designed to prevent unauthorized access and protect sensitive information, including through continuous improvement of our cybersecurity measures, and we have not experienced any material cyber threats or incidents to date, we can give no assurance that we will be able to prevent, identify, respond to, or mitigate the impact of all cyber threats or incidents. To the extent future cyber threats or incidents result in significant disruptions and costs to our operations, reduce the effectiveness of our internal controls over financial reporting, result in intellectual property theft, fraud, extortion, harm to our employees or customers, violations of privacy laws or damage our reputation or otherwise substantially impact our business, it could have a material adverse impact on our business, results of operations, and financial condition. For additional discussion on our cybersecurity risks, refer to Item 1A. “Risk Factors” of this Form 10-K.

Cybersecurity Governance

Our Board of Directors oversees the management of risks inherent in the operation of our business, with a focus on the most significant risks that we face, including those related to cybersecurity. Our Board of Directors has delegated oversight of cybersecurity, including privacy and information security, as well as enterprise risk management to the Audit Committee. In connection with that oversight responsibility, our VP of IT and General Counsel meet with the Audit Committee on a quarterly basis to provide information and updates on a range of cybersecurity topics which may include our cybersecurity program and governance processes; cyber risk monitoring and management; the status of projects to strengthen our cybersecurity and privacy capabilities; recent significant incidents or threats impacting our operations, industry, or third-party suppliers; and the emerging threat landscape.

Our cybersecurity team is managed by a dedicated information security team, led by our VP of IT. Our VP of IT has more than 25 years of information technology experience across various disciplines, including nearly 15 years of experience in the financial, re-manufacturing, and distribution industries. She has led our global information security organization for almost three years. In addition to her employment experience in the cybersecurity field, our VP of IT has a Bachelor’s of Business Administration and Computer Information Systems, and meets regularly with other members of our executive team to provide relevant updates on our cybersecurity program.

Item 2. ~~Properties~~

Properties

The following sets forth the location, type of facility, square footage and ownership interest in each of our material facilities:

		Approx.	Leased
		Square	or
Location	Type of Facility	Feet	Owned	Expiration
Torrance, CA	Remanufacturing, Warehouse, Administrative, and Office	231,000	Leased	March 2032
Tijuana, Mexico	Remanufacturing, Warehouse, and Office	312,000	Leased	August 2033
Tijuana, Mexico	Distribution Center and Office	410,000	Leased	December 2032
Tijuana, Mexico	Remanufacturing, Warehouse, and Office	199,000	Leased	December 2032
Tijuana, Mexico	Core Induction, Warehouse, and Office	173,000	Leased	December 2032
Tijuana, Mexico	Warehouse	68,000	Leased	June 2026
Malaysia	Remanufacturing, Warehouse, and Office	~~136~~114,000	Leased	Various through September 2032
Singapore	Warehouse and Office	18,000	Leased	December 2027
Shanghai, China	Warehouse and Office	27,000	Leased	March 2027
Ontario, Canada	Remanufacturing, Warehouse, and Office	157,000	Leased	~~May~~September 2026
Ontario, Canada	Manufacturing, Warehouse, and Office	35,000	Leased	December 2027

We believe the above mentioned facilities are sufficient to satisfy our current and foreseeable operations.

24 Item 3.

Legal Proceedings

We are subject to various lawsuits and claims. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business, and our compliance with law, code, and regulations related to all matters including but not limited to environmental, information security, taxes, levies, and tariffs. In the opinion of management, such litigation is not expected to have a material effect on our financial condition, results of operations, and cash flows.

Item 34. ~~Legal Proceedings~~

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

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Our common stock is traded on the NASDAQ Global Select~~ Market ~~under~~for ~~the~~Registrant’s ~~trading~~Common ~~symbol MPAA. As of June 2~~Equity, ~~2025,~~Related ~~there~~Stockholder ~~were~~Matters ~~19,435,706~~and ~~shares~~Issuer ofPurchases ~~common stock outstanding held by 8 holders~~ of ~~record.~~Equity Securities

Our common stock is traded on the NASDAQ Global Select Market under the trading symbol MPAA. As of June 1, 2026, there were 18,924,818 shares of common stock outstanding held by 8 holders of record.

Purchases of Equity Securities by the Issuer

Share repurchase activity during the fourth quarter of fiscal ~~2025~~2026 was as follows:

Periods

Total Number ofofShares ~~Shares~~ Purchased

Average PricePaid Per Share

Total Number ofShares Purchasedas Part of PubliclyAnnounced ~~Plans~~Plansor or Programs

ApproximateDollar Value ofShares That MayYet Be PurchasedUnder the Plansor Programs (1)

January 1 - January 31, 2025:

January 1 - January 31, 2026:

Open market and privately negotiated purchases

1625,~~159~~072,000

February 1 - February 28, 2025:

February 1 - February 28, 2026:

Open market and privately negotiated purchases

58286,~~068~~136

910.4248

~~547~~286,~~000~~136

1522,~~612~~072,000

March 1 - March 31, 2025:

March 1 - March 31, 2026:

Open market and privately negotiated purchases

~~215,936~~-

~~10.14~~-

~~2,189,000~~-

1322,~~423~~072,000

Total

~~274~~286,~~004~~136

2286,~~736,000~~136

1322,~~423~~072,000

(1)

AsIn December 2025, our board of ~~March~~directors ~~31,~~approved ~~2025,~~an increase in our share repurchase program from $2337,~~577~~000,000 ofto ~~the~~ $3757,000,000 ~~authorized~~of ~~under~~ our ~~share~~common ~~repurchase~~stock. ~~program~~As ~~was~~of March 31, 2026, $34,928,000 has been utilized and $1322,~~423~~072,000 remains available to repurchase shares under ~~this~~the authorized share repurchase program, subject to the limit in our ~~credit~~Credit ~~facility~~Facility and ~~convertible~~Convertible ~~notes~~Notes. We retired the 12,~~379~~334,~~141~~749 shares repurchased under this program through March 31, ~~2025~~2026. 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.

During the quarter ended March 31, 2025, we adopted a written trading plan under Rule 10b5-1 of the SEC rule to facilitate share repurchases under our current authorized program. The adoption of a 10b5-1 plan allows us the ability to repurchase shares when we would be ordinarily restricted from purchases due to blackout periods or being in possession of material non-public information.

Equity Compensation Plan Information

The following summarizes our equity compensation plans as of March 31, ~~2025~~2026:

Plan Category	Number of securities tobe issued uponexercise of outstandingoptions, warrants andrights(a)			Weighted-averageexercise price ofoutstanding optionswarrants and rights(b)		Number of securitiesremaining available forfuture issuance underequity compensation plans(excluding securitiesreflected in column (a))(c)
Equity compensation plans approved by security holders	2,323,321	(1)	$	9.32	(2)	1,516,084	(3)
Equity compensation plans not approved by security holders	N/A			N/A		N/A
Total	2,323,321		$	9.32		1,516,084

(2) The weighted average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs and PSUs, since RSUs and PSUs have no exercise price.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c )
Equity compensation plans approved
by security holders	2,395,096	(1)	$	19.47	(2)	777,699	(3)
Equity compensation plans not
approved by security holders	N/A			N/A		N/A
Total	2,395,096		$	19.47		777,699

(1)

Consists of (i) 835,301 stock options issued under the Fourth Amended and Restated 2010 Incentive Award Plan (the “2010 Plan”) and (ii) 684,720 RSUs, 744,542 PSUs, and 130,533 stock options issued under our First Amended and Restated 2022 Incentive Award Plan (the “2022 Plan”).

(2)

The weighted average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs and PSUs, since RSUs and PSUs have no exercise price.

(3)

Consists of shares available for future issuance under our 2022 Plan.

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Stock Performance Graph

The following graph compares the cumulative return to holders of our common stock for the five years ending March 31, ~~2025~~2026 with the NASDAQ Composite Total Returns Index and the Zacks Retail and Wholesale Auto Parts Index. The comparison assumes $100 was invested at the close of business on March 31, ~~2020~~2021 in our common stock and in each of the comparison groups, and assumes reinvestment of dividends.

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Item 6. ~~Selected Financial Data~~

Selected Financial Data

None.

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Item 7. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

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

The following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenues, expenses, results of operations, liquidity, plans, strategies and objectives of management and any assumptions underlying any of the foregoing. Our actual results may differ significantly from those projected in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update the forward-looking statements or our risk factors for any reason.

Management Overview

With a scalable infrastructure and abundant growth opportunities, we ~~are~~continue ~~focused~~to focus on ~~growing~~strategic ~~our~~growth ~~aftermarket~~by ~~business~~leveraging inour ~~the~~competitive ~~North~~advantage ~~American marketplace~~ and growing our ~~leadership~~industry position ~~in the test solutions and diagnostic equipment market~~ by providing innovative and intuitive solutions to our customers. ~~Our~~To ~~on-going~~support ~~investments~~our instrategic ~~global~~growth, ~~infrastructure~~we ~~and~~have ~~human~~made ~~resources reflects the significant expansion of manufacturing capacity to support multiple product lines. These~~ investments, which included (i) a 410,000 square foot distribution center, (ii) two buildings totaling 372,000 square feet for remanufacturing and core sorting of brake calipers, ~~and~~ (iii) the realignment of production at our original 312,000 square foot facility in Mexico~~. In addition~~, ~~during~~and ~~fiscal~~(iv) ~~2025,~~the weaddition ~~added~~of a ~~new~~ warehousing and distribution facility in Malaysia to support our ~~future~~ direct shipment programs.

~~During~~Highlights ~~fiscal 2025, we ceased manufacturing at our Torrance, California facility, reduced our headcount,~~ and ~~incurred~~Accomplishments ~~certain transition expenses~~ in ~~connection~~Fiscal ~~with our on-going strategy to utilize our global footprint to enhance operating efficiencies and expect to realize future benefit from these cost-saving measures.~~2026

~~Highlights~~During fiscal 2026, we continued to focus on strategic growth, improving profitability and ~~Accomplishments~~leveraging our industry position within a rapidly changing competitive environment for non-discretionary aftermarket parts and solutions. Our solid financial position, quality products and customer relationships are key competitive strengths, and we expect to further capitalize on these distinctive qualities in ~~Fiscal~~fiscal ~~2025~~2027. The following significant accomplishments support our optimism:

During fiscal 2025, we continued to focus on strategic growth, improving profitability, and leveraging our industry position as a leading non-discretionary aftermarket parts supplier and customer relationships. The following significant accomplishments support our optimism:

●

~~Sales~~Financial ~~increased by 5.5 percent to a record $757.4 million, despite industry softness in the fiscal year;~~performance:

▸

Net sales increased 4.3 percent to a record $789.8 million;

▸

Gross profit increased 3.9 percent to a record $159.9 million;

▸

Operating income increased 64.9 percent to $65.8 million;

▸

Net income increased to $12.4 million from a net loss of $19.5 million in the prior year;

▸

Generated cash from operating activities of approximately $19.2 million;

▸

Repurchased 955,608 shares of our common stock for $11.4 million.

●

~~Gross~~Awarded ~~profit~~significant ~~increased~~new ~~16.1~~business ~~percent to a record $153.8 million~~commitments;

●

Gross margin increased 1.8 percentage points to 20.3 percent;

●

We generated cash from operating activities of approximately $45.5 million;

●

Our net bank debt was reduced by $32.7 million to $81.4 million;

●

We completed the relocation of certain operations to lower-cost locations as part of our ongoing commitment to continuous improvement;

●

Market share for brake-related product lines increased for both our branded Quality-Built® and private label retail brake products;

●

Expanded brand equity by increasing sales under the MPA portfolio of brands, including Quality-Built® in the professional installer market;

●

WeExpanded ~~expanded our~~ product coverage ~~for starters and alternators, brake calipers, brake pads, brake rotors, brake boosters, brake master cylinders, and wheel hubs~~ with more than ~~629~~237 new part numbers -- covering more than approximately ~~130~~54 million vehicles in operation in North America for our Hard Parts products;

●

~~Sales~~Successfully ~~growth~~executed ~~related~~tariff tomitigation ~~our emerging Mexican market presence continued to accelerate~~programs, ~~driven~~including bysourcing ~~additional business~~ from ~~current~~lower ~~customers~~tariff countries;

●

~~The~~Commenced ~~roll~~the ~~out~~relocation of ~~our~~certain ~~JBT-1~~of ~~bench-top~~our ~~testers~~operations ~~continued~~ to ~~gain~~our ~~momentum,~~lower ~~with~~cost ~~the~~operation ~~majority of retail stores~~ in ~~North America deploying our diagnostic units~~Mexico, ~~or,~~which wewill ~~believe,~~enable ~~planning~~these products to ~~install~~become ~~them~~more competitive;

●

WeContinued ~~added~~sales agrowth ~~new warehousing and distribution facility~~ in ~~Malaysia~~the ~~for~~emerging ~~future~~Mexican ~~direct shipment programs~~market;

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●

WeContinued ~~repurchased~~market anshare ~~aggregate~~gains ~~542~~for our JBT-1 bench-top testers,~~134~~ with ~~shares~~the ~~for~~majority ~~$4.8~~of ~~million~~retail ~~for~~stores ~~the~~in ~~full~~North ~~year~~America ~~under~~deploying aour ~~current~~diagnostic ~~authorization~~units; ~~program.~~and

●

~~Our~~Commenced ~~strategy~~direct ~~for~~shipments ~~neutralization~~from ~~of working capital is gaining momentum supported by inventory management and supply chain initiatives, including the benefits of~~ our ~~vendor~~distribution ~~supply~~center ~~chain~~in ~~financing program; and~~Malaysia.

●

We made continued progress on further enhancing our Environmental, Social and Governance practices on a global basis.

Trends Affecting Our Business

Our business is impacted by various factors within the economy that affect both our customers and our industry, including but not limited to foreign currency, evolving tariff policy, inflation, interest rates, geopolitical events, and other economic conditions. Given the nature of these various factors, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future.

Foreign Currency

We are exposed to foreign currency exchange risks inherent in our purchases and expenses denominated in currencies other than the U.S. dollar. We transact business in the following foreign currencies: Mexican pesos, Malaysian ringgit, Singapore dollar, Chinese yuan, Indian rupee, and the Canadian dollar. Our primary currency risks result from fluctuations in the value of the Mexican peso and to a lesser extent, the Chinese yuan. To mitigate these risks, we enter into forward foreign currency exchange contracts to exchange U.S. dollars for these foreign currencies.

We have operations located outside the United States with various functional currencies. Because our consolidated financial statements are denominated in U.S. dollars, the assets, liabilities, net sales, and expenses that are denominated in currencies other than the U.S. dollar must be converted into U.S. dollars using exchange rates for the current period. As a result, fluctuations in foreign currency exchange rates may impact our financial results.

Tariffs

We source the majority of our raw materials and parts from suppliers in a variety of non-U.S. countries., ~~The~~which ~~current~~are ~~U.S.~~subject ~~government~~to ~~recently implemented~~ tariffs ~~and announced the possibility of increasing current tariffs or implementing additional ones~~. ~~We expect these actions and retaliatory tariff adjustments by other countries to impact our business and contribute to inflationary cost increases.~~ As a result, we ~~are~~have ~~taking~~taken actions designed to mitigate the potential impacts of ~~these~~ tariffs, including, but not limited to, passing along price increases to our customers and negotiating cost concessions from our suppliers where possible. Absent any changes in trade regulations, we anticipate inflationary cost increases due to these tariffs and any resulting impact on macroeconomic conditions and our business to continue. There can be no assurance that ~~the~~these ~~recently announced~~ tariffs or future imposition of any additional tariffs, changes thereto, or actions taken by countries in response to ~~the~~these tariffs will not have a material adverse effect on our business, results of operations, financial condition, or liquidity in any period or that any actions we take to mitigate the impact of ~~the~~these tariffs will be effective.

Inflation

The cost to manufacture and distribute our products is impacted by the cost of raw materials, finished goods, labor, and transportation. During fiscal ~~2025~~2026, we continued to experience increased costs of raw materials, finished goods, higher labor costs in Mexico, and other administrative costs. We can only pass our increased costs onto customers on a limited basis. Future general price inflation and its impact on costs and availability of materials could adversely affect our financial results.

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Interest Rates

Interest rates in the U.S. remain high as a result of the federal government’s efforts to curb on-going inflation. Although interest rates decreased slightly during fiscal ~~2025~~2026, overall, interest costs for our accounts receivable discount programs and borrowings under our credit facility, which have interest costs that vary with interest rate movements, remain high. ~~The~~Most ~~majority~~ of our interest costs result from our accounts receivable discount programs, which had a weighted average discount rate of 65.24% for fiscal ~~2025~~2026 compared with 6.82% for fiscal ~~2024~~2025. The weighted average interest on borrowings under our credit facility was 76.4679% at March 31, ~~2025~~2026 compared towith 87.4346% at March 31, ~~2024~~2025. Any future increases in interest rates will continue to adversely impact our financial results.

Segment Reporting

Our three operating segments are as follows:

●

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

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with generally accepted accounting principles, or GAAP, in the United States. Our significant accounting policies are discussed in detail below and in Note 2 of the notes to consolidated financial statements.

In preparing our consolidated financial statements, we use estimates and assumptions for matters that are inherently uncertain. We base our estimates on historical experiences and reasonable assumptions. Our use of estimates and assumptions affect the reported amounts of assets, liabilities and the amount and timing of revenues and expenses we recognize for and during the reporting period. We are not currently aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of March 31, ~~2025~~2026. However, these estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Our remanufacturing operations include core exchange programs for the core portion of the finished goods. The Used Cores that we acquire and are returned to us from our customers are a necessary raw material for remanufacturing. We also offer our customers marketing and other allowances that impact revenue recognition. These elements of our business give rise to more complex accounting than many businesses our size or larger.

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Recently Adopted Accounting Pronouncements

~~Reportable~~Improvements ~~Segment~~to Income Tax Disclosures

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-0709, Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures (Topic ~~280~~740). This standard requires us to ~~disclose~~provide ~~significant~~further ~~segment~~disaggregated ~~expenses~~income ~~that~~tax ~~are~~disclosures ~~regularly~~for ~~provided~~specific tocategories on the ~~chief~~effective ~~operating~~tax ~~decision~~rate ~~maker~~reconciliation, ~~(“CODM”)~~as ~~and~~well ~~are~~as ~~included~~additional ~~within~~information ~~each~~about ~~reported~~federal, ~~measure~~state/local ofand ~~segment~~foreign ~~operating~~income ~~results~~taxes. The standard also requires us to annually disclose ~~the~~our ~~total~~income ~~amount~~taxes ofpaid ~~any~~(net ~~other items included in segment operating results, which were not deemed to be significant expenses for separate disclosure, along with a qualitative description~~ of ~~the~~refunds ~~composition of these other items. In addition~~received), ~~the~~disaggregated ~~standard~~by also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resourcesjurisdiction. ~~The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements.~~ This guidance is effective for fiscal years beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within fiscal years beginning after December 15, 2024~~permitted. The ~~adoption~~standard ofis ~~this~~to ~~guidance~~be asapplied ofon ~~March~~a 31prospective basis, ~~2025~~although ~~increased~~optional ~~our~~retrospective ~~disclosures~~application ~~(see~~is ~~Note~~permitted. 20We ofadopted ~~the~~this ~~notes~~standard toon ~~consolidated~~a ~~financial~~prospective ~~statements)~~basis ~~but~~as ~~did~~of ~~not~~March ~~have~~31, ~~any~~2026, ~~material~~which ~~effect~~expanded on our ~~consolidated~~income ~~financial~~tax ~~statements~~disclosures.

Accounting Pronouncements Not Yet Adopted

Disclosure Improvements

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

Improvements to Income Tax Disclosures

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

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) (Subtopic 220-40). This standard requires us to disclose, in the footnotes at each interim and annual reporting period, information about expenses by the nature of the expense in addition to certain disclosures about selling expenses. Entities are required to include the following relevant expense captions: (i) purchase of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion and amortization recognized as part of oil and gas producing activities. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027., ~~Early~~with early adoption is permitted. We are currently evaluating the impact this guidance will have on our financial statement disclosures.

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Debt with Conversion and Other Options

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years., ~~Early~~with early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Measurement of Credit Losses

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. This guidance is effective for annual periods beginning after December 15, 2025, including interim reporting periods within those fiscal years, with early adoption permitted. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the recognition and disclosure guidance for internal-use software costs, removing the previous software development stage model with a probable-to-complete recognition threshold. This guidance is effective for annual periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Interim Reporting

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which improves the navigability of the guidance in ASC 270, Interim Reporting, and clarifies when it applies. Under this guidance, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This guidance is effective for annual periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP. The update represents changes to the Accounting Standards Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. This guidance is effective for annual periods beginning after December 15, 2026, including interim reporting periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. We are currently evaluating the impact this guidance will have on our consolidated financial statements and disclosures.

Inventory

Inventory is comprised of: (i) Used Core and component raw materials, (ii) work-in-process, and (iii) remanufactured and purchased finished goods.

Used Core, component raw materials, and purchased finished goods are stated at the lower of average cost or net realizable value.

Work-in-process is in various stages of production and is valued at the average cost of Used Cores and component raw materials issued to work orders still open, including allocations of labor and overhead costs. Historically, work-in-process inventory has not been material compared to the total inventory balance.

Remanufactured finished goods include: (i) the Used Core cost and (ii) the cost of component raw materials, and allocations of labor and variable and fixed overhead costs (the “Unit Cost”). The allocations of labor and variable and fixed overhead costs are based on the actual use of the production facilities over the prior 12 months which approximates normal capacity. This method prevents the distortion in allocated labor and overhead costs that would occur during short periods of abnormally low or high production. In addition, we exclude certain unallocated overhead such as severance costs, duplicative facility overhead costs, start-up costs, training, and spoilage from the calculation and expense these unallocated overhead costs as period costs. Purchased finished goods also include an allocation of fixed overhead costs.

The estimate of net realizable value is subjective and based on our judgment and knowledge of current industry demand and management’s projections of industry demand. The estimates may, therefore, be revised if there are changes in the overall market for our products or market changes that in our judgment impact our ability to sell or liquidate potentially excess or obsolete inventory. Net realizable value is determined at least quarterly as follows:

●

Net realizable value for finished goods by customer, by product line are determined based on the agreed upon selling price with the customer for a product in the trailing 12 months. We compare the average selling price, including any discounts and allowances, to the finished goods cost of on-hand inventory, less any reserve for excess and obsolete inventory. Any reduction of value is recorded as cost of goods sold in the period in which the revaluation is identified.

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Net realizable value for Used Cores are determined based on current core purchase prices from core brokers to the extent that core purchases in the trailing 12 months are significant. Remanufacturing consumes, on average, more than one Used Core for each remanufactured unit produced since not all Used Cores are reusable. The yield rates depend upon both the product and customer specifications. We purchase Used Cores from core brokers to supplement our yield rates and Used Cores not returned under the core exchange programs. We also consider the net selling price our customers have agreed to pay for Used Cores that are not returned under our core exchange programs to assess whether Used Core cost exceeds Used Core net realizable value on a by customer, by product line basis. Any reduction of core cost is recorded as cost of goods sold in the period in which the revaluation is identified.

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We record an allowance for potentially excess and obsolete inventory based upon recent sales history, the quantity of inventory on-hand, and a forecast of potential use of the inventory. We periodically review inventory to identify excess quantities and part numbers that are experiencing a reduction in demand. Any part numbers with quantities identified during this process are reserved for at rates based upon our judgment, historical rates, and consideration of possible scrap and liquidation values which may be as high as 100% of cost if no liquidation market exists for the part. As a result of this process, we recorded reserves for excess and obsolete inventory of $1819,~~964~~002,000 and $1718,~~372~~964,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. ~~This increase in the reserve was primarily due to excess inventory of certain finished goods on hand at March 31, 2025 compared with March 31, 2024.~~

We record vendor discounts as a reduction of inventories and are recognized as a reduction to cost of sales as the inventories are sold.

Inventory Unreturned

Inventory unreturned represents our estimate, based on historical data and prospective information provided directly by the customer, of finished goods shipped to customers that we expect to be returned, under our general right of return policy, after the balance sheet date. Inventory unreturned includes only the Unit Cost of a finished ~~goods~~good. The return rate is calculated based on expected returns within the normal operating cycle, which is generally one year. As such, the related amounts are classified in current assets. Inventory unreturned is valued in the same manner as our finished goods inventory.

Contract Assets

Contract assets consists of: (i) the core portion of the finished goods shipped to customers, (ii) upfront payments to customers in connection with customer contracts, (iii) core premiums paid to customers, and (iv) finished goods premiums paid to customers~~, and (v) long-term core inventory deposits~~.

Remanufactured Cores held at customers’ locations as a part of the finished goods sold to the customer are classified as long-term contract assets. These assets are valued at the lower of cost or net realizable value of Used Cores on hand (see Inventory above). For these Remanufactured Cores, we expect the finished good containing the Remanufactured Core to be returned under our general right of return policy or a similar Used Core to be returned to us by the customer, under our core exchange programs, in each case for credit. Remanufactured Cores and Used Cores returned by consumers to our customers but not yet returned to us are classified as “Cores expected to be returned by customers”, which are included in short-term contract assets until we physically receive them during our normal operating cycle, which is generally one year.

Upfront payments to customers represent marketing allowances, such as sign-on bonuses, slotting fees, and promotional allowances provided to our customers. These allowances are recognized as an asset and amortized over the appropriate period of time as a reduction of revenue if we expect to generate future revenues associated with the upfront payment. If we do not expect to generate additional revenue, then the upfront payment is recognized in the consolidated statements of operations when payment occurs as a reduction of revenue. Upfront payments expected to be amortized during our normal operating cycle, which is generally one year, are classified as short-term contract assets.

Core premiums paid to customers represent the difference between the Remanufactured Core acquisition price paid to customers generally in connection with new business, and the related Used Core cost. The core premiums are treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. We consider, among other things, the length of our largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. These core premiums are amortized over a period typically ranging from six to eight years, adjusted for specific circumstances associated with the arrangement. Core premiums are recorded as long-term contract assets. Core premiums expected to be amortized within our normal operating cycle, which is generally one year, are classified as short-term contract assets.

34 Finished goods premiums paid to customers represent the difference between the finished good acquisition price paid to customers, generally in connection with new business, and the related finished good cost, which is treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. We consider, among other things, the length of our largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. Finished goods premiums are amortized over a period of up to eight years, adjusted for specific circumstances associated with the arrangement. Finished goods premiums are recorded as long-term contract assets. Finished goods premiums expected to be amortized within our normal operating cycle, which is generally one year, are classified as short-term contract assets.

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Finished goods premiums paid to customers represent the difference between the finished good acquisition price paid to customers, generally in connection with new business, and the related finished good cost, which is treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. We consider, among other things, the length of our largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. Finished goods premiums are amortized over a period typically ranging from six to eight years, adjusted for specific circumstances associated with the arrangement. Finished goods premiums are recorded as long-term contract assets. Finished goods premiums expected to be amortized within our normal operating cycle, which is generally one year, are classified as short-term contract assets.

Long-term core inventory deposits represent the cost of Remanufactured Cores we have purchased from customers, which are held by the customers and remain on the customers’ premises. The costs of these Remanufactured Cores were established at the time of the transaction based on the then current cost. The selling value of these Remanufactured Cores was established based on agreed upon amounts with these customers. We expect to realize the selling value and the related cost of these Remanufactured Cores should our relationship with a customer end, a possibility that we consider remote based on existing long-term customer agreements and historical experience.

Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Revenue is recognized net of all anticipated returns, marketing allowances, volume discounts, and other forms of variable consideration. Revenue is recognized either when products are shipped or when delivered, depending on the applicable contract terms.

The price of a finished remanufactured product sold to customers is generally comprised of separately invoiced amounts for the Remanufactured Core included in the product (“Remanufactured Core value”) and the unit portion included in the product (“Unit Value”), for which revenue is recorded based on our then current price list, net of applicable discounts and allowances. The Remanufactured Core value is recorded as revenue based upon the estimate of Used Cores that will not be returned by the customer for credit. These estimates are subjective and based on management’s judgment and knowledge of historical, current, and projected return rates. As reconciliations are completed with the customers the actual rates at which Used Cores are not being returned may differ from the current estimates. This may result in periodic adjustments of the estimated contract asset and liability amounts recorded and may impact the projected revenue recognition rates used to record the estimated future revenue. These estimates may also be revised if there are changes in contractual arrangements with customers, or changes in business practices. A significant portion of the remanufactured automotive parts sold to customers are replaced by similar Used Cores sent back for credit by customers under the core exchange programs (as described in further detail below). The number of Used Cores sent back under the core exchange programs is generally limited to the number of similar Remanufactured Cores previously shipped to each customer.

Revenue Recognition — Core Exchange Programs

Full price Remanufactured Cores: When remanufactured products are shipped, certain customers are invoiced for the Remanufactured Core value of the product at the full Remanufactured Core sales price. For these Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange programs. The remainder of the full price Remanufactured Core value invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as we expect these Remanufactured Cores to be returned for credit under our core exchange programs.

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Nominal price Remanufactured Cores: Certain other customers are invoiced for the Remanufactured Core value of the product shipped at a nominal (generally $0.01 or less) Remanufactured Core price. For these nominal Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange programs. Revenue amounts are calculated based on contractually agreed upon pricing for these Remanufactured Cores for which the customers are not returning similar Used Cores. The remainder of the nominal price Remanufactured Core value invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as we expect these Remanufactured Cores to be returned for credit under our core exchange programs.

Revenue Recognition; General Right of Return

Customers are allowed to return goods that their end-user customers have returned to them, whether or not the returned item is defective (warranty returns). In addition, under the terms of certain agreements and industry practice, customers from time to time are allowed stock adjustments when their inventory of certain product lines exceeds the anticipated sales to end-user customers (stock adjustment returns). Customers have various contractual rights for stock adjustment returns, which are typically less than 5% of units sold. In some instances, a higher level of returns is allowed in connection with significant restocking orders. The aggregate returns are generally limited to less than 20% of unit sales.

The allowance for warranty returns is established based on a historical analysis of the level of this type of return as a percentage of total unit sales. The allowance for stock adjustment returns is based on specific customer inventory levels, inventory movements, and information on the estimated timing of stock adjustment returns provided by customers. Stock adjustment returns do not occur at any specific time during the year. The return rate for stock adjustments is calculated based on expected returns within the normal operating cycle, which is generally one year.

The Unit Value of the warranty and stock adjustment returns are treated as reductions of revenue based on the estimations made at the time of the sale. The Remanufactured Core value of warranty and stock adjustment returns are provided for as indicated in the paragraph “Revenue Recognition – Core Exchange Programs”.

As is standard in the industry, we only accept returns from on-going customers. If a customer ceases doing business with us, we have no further obligation to accept additional product returns from that customer. Similarly, we accept product returns and grant appropriate credits to new customers from the time the new customer relationship is established.

Contract Liability

Contract liability consists of: (i) customer allowances earned, (ii) accrued core payments, (iii) customer core returns accruals, (iv) core bank liability, (v) finished goods liabilities, and (vi) customer deposits.

Customer allowances earned includes all marketing allowances provided to customers. Such allowances include sales incentives and concessions. Voluntary marketing allowances related to a single exchange of product are recorded as a reduction of revenues at the time the related revenues are recorded or when such incentives are offered. Other marketing allowances, which may only be applied against future purchases, are recorded as a reduction to revenues in accordance with a schedule set forth in the relevant contract. Sales incentive amounts are recorded based on the value of the incentive provided. Customer allowances to be provided to customers within our normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities. 38

Accrued core payments represent the sales price of Remanufactured Cores purchased from customers, generally in connection with new business, which are held by these customers and remain on their premises. The sales price of these Remanufactured Cores will be realized when our relationship with a customer ends, a possibility that we consider remote based on existing long-term customer agreements and historical experience. The payments to be made to customers for purchases of Remanufactured Cores within our normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Accrued core payments represent the agreed upon price of Remanufactured Cores purchased from customers, generally in connection with new business, which are held by these customers and remain on their premises. The sales price of these Remanufactured Cores will be realized when our relationship with a customer ends, a possibility that we consider remote based on existing long-term customer agreements and historical experience. The payments to be made to customers for purchases of Remanufactured Cores within our normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Customer core returns accruals represent the full and nominally priced Remanufactured Cores shipped to our customers. When we ship product, we recognize an obligation to accept a similar Used Core sent back under the core exchange programs based upon the Remanufactured Core price agreed upon by us and our customer. The contract liability related to Used Cores returned by consumers to our customers but not yet returned to us are classified as short-term contract liabilities until we physically receive these Used Cores as they are expected to be returned during our normal operating cycle, which is generally one year and the remainder are recorded as long-term contract liabilities.

The core bank liability represents the full Remanufactured Core sales price for cores returned under our core exchange programs. The payment for these returned cores are made over a contractual repayment period pursuant to our agreement with this customer. Payments to be made within our normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Finished goods liabilities represents the agreed upon price of finished goods acquired from customers, generally in connection with new business. The payment for these finished goods are made over a contractual repayment period pursuant to our agreement with the customer. Payments to be made within our normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Customer deposits represent the receipt of prepayments from customers for the obligation to transfer goods or services in the future. We classify these customer deposits as short-term contract liabilities as we expect to satisfy these obligations within our normal operating cycle, which is generally one year.

Customer Finished Goods Returns Accrual

The customer finished goods returns accrual represents our estimate of our exposure to customer returns, including warranty returns, under our general right of return policy to allow customers to return items that their end user customers have returned to them and from time to time, stock adjustment returns when the customers’ inventory of certain product lines exceeds the anticipated sales to end-user customers. The customer finished goods returns accrual represents the Unit Value of the estimated returns and is classified as a current liability due to the expectation that these returns will occur within the normal operating cycle of one year. Our customer finished goods returns accrual was $3429,~~411~~923,000 and $3834,~~312~~411,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. The change in the customer finished goods returns accrual primarily resulted from the timing of returned goods authorizations (“RGAs”) issued at March 31, ~~2025~~2026 compared with March 31, ~~2024~~2025.

Income Taxes

We account for income taxes using the liability method, which measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The resulting asset or liability is adjusted to reflect changes in the tax laws as they occur. A valuation allowance is provided to reduce deferred tax assets when it is more likely than not that a portion of the deferred tax asset will not be realized.

The primary components of our income tax expense were (i) federal income taxes, (ii) state income taxes, (iii) change in realizable deferred tax items, (iv) foreign income taxed at rates that are different from the federal statutory rate, and (v) impact of the non-deductible executive compensation under Internal Revenue Code Section 162(m). 39

Realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income based on assumptions that are consistent with our future plans. A valuation allowance is established when we believe it is not more likely than not all or some of a deferred tax assets will be realized. In evaluating our ability to recover deferred tax assets within the jurisdiction in which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. At March 31, 2025 and 2024, we had a valuation allowance on deferred tax assets that is considered not more likely than not to be realized under U.S. GAAP. Should the actual amount differ from our estimate, the amount of our valuation allowance could be impacted.

Realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We make these estimates and judgments about our future taxable income based on assumptions that are consistent with our future plans. A valuation allowance is established when we believe it is not more likely than not all or some of a deferred tax assets will be realized. In evaluating our ability to recover deferred tax assets within the jurisdiction in which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. At March 31, 2026 and 2025, we had a valuation allowance on deferred tax assets that is considered not more likely than not to be realized under U.S. GAAP. Should the actual amount differ from our estimate, the amount of our valuation allowance could be impacted.

We have made an accounting policy election to recognize the U.S. tax effects of global intangible low-taxed income as a component of income tax expense in the period the tax arises.

Results of Operations

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 consolidated data for the periods indicated:

	~~Fiscal Years Ended March 31,~~	Fiscal Years Ended March 31,
	2025		2024		2023
		2026		2025		2024
Cash flows provided by (used in) operations	$	45,477,000	$	39,172,000	$	(21,754,000	)
Cash flows provided by operations	$	19,158,000	$	45,477,000	$	39,172,000
Finished goods turnover (1)		3.89		3.78		3.67

(1)

Finished goods turnover is calculated by dividing the cost of goods sold for the year by the average of beginning and ending non-core finished goods inventory values, for each fiscal year. We believe that this provides a useful measure of our ability to turn our inventory into revenues.

~~Fiscal 2025 Compared with Fiscal 2024~~ 40

Fiscal 2026 Compared with Fiscal 2025

Net Sales and Gross Profit

The following summarizes consolidated net sales and gross profit:

	Fiscal Years Ended March 31,
	2025			2024
	2026			2025
Net sales to external customers	$	~~757~~789,~~354~~806,000		$	~~717~~757,~~684~~354,000
Cost of goods sold		~~603~~629,~~526~~905,000			~~585~~603,~~133~~526,000
Gross profit		~~153~~159,~~828~~901,000			~~132~~153,~~551~~828,000
Gross profit percentage		20.32	%		1820.53	%

Net Sales. Our consolidated net sales for fiscal ~~2025~~2026 were $~~757~~789,~~354~~806,000, which represents an increase of $3932,~~670~~452,000, or 54.53%, from fiscal ~~2024~~2025 of $~~717~~757,~~684~~354,000. ~~due~~The toincrease ~~strong~~in ~~demand~~our sales for ~~both~~fiscal ~~our~~2026 ~~rotating~~compared ~~electric~~with ~~and~~fiscal ~~brake-related~~2025 ~~product~~includes ~~lines.~~the recognition of remanufactured core revenue of $34,714,000 in connection with the realignment of inventory at certain customers’ distribution centers.

The following summarizes consolidated net sales by product mix:

	Years Ended March 31,
	2025			2024
	2026			2025
Rotating electrical products		6768	%		6667	%
Brake-related products		21	%		20	%
Brake-related products (1)		28	%		29	%
Wheel hub products		8	%		10	%
Other products		4	%		4	%
		100	%		100	%

38 (1)

During fiscal 2026, we combined our wheel hub products into our brake-related products. Prior year amounts have been recast to conform to the current year presentation.

Gross Profit. Our consolidated gross profit was $159,901,000, or 20.2% of consolidated net sales, for fiscal 2026 compared with $153,828,000, or 20.3% of consolidated net sales, for fiscal 2025. Our gross margin for fiscal 2026 compared with fiscal 2025 was impacted by (i) continued amortization of core and finished goods premiums of $11,901,000 and $10,738,000, respectively, (ii) the non-cash quarterly revaluation of cores that are part of the finished goods on the customers’ shelves (which are included in contract assets) to the lower of cost or net realizable value, which resulted in a write-down of $3,590,000 and $2,805,000, respectively, (iii) transition expenses of $2,571,000 and $1,298,000, respectively, in connection with our on-going strategy to utilize our global footprint to enhance operating efficiencies, and (iv) net tariff costs paid for products sold before price increases were effective of $2,124,000 and $4,607,000, respectively.

Gross Profit. Our consolidated gross profit for fiscal 2025 increased $21,277,000, or 16.1%, to $153,828,000 from $132,551,000 for fiscal 2024. Our consolidated gross margin, as a percentage of consolidated net sales, improved by 1.8% for fiscal 2025 to 20.3% from 18.5% for fiscal 2024. The increase in our gross margin for fiscal 2025 reflects the benefit of our on-going strategy to utilize our global footprint to enhance operating efficiencies and our cost-saving initiatives. These increases were partially offset by (i) $4,607,000 for certain tariff costs paid for products sold before price increases were effective, (ii) $3,960,000 of certain one-time expenses for onboarding new business and (iii) $1,298,000 of transition expenses in connection with our on-going strategy to utilize our global footprint to enhance operating efficiencies. We expect to continue to realize benefits from these initiatives.

In addition, our gross margin for fiscal 2025 compared with fiscal 2024 was impacted by (i) amortization of core and finished goods premiums paid to customers related to new business of $10,738,000 and $10,963,000, respectively and (ii) the non-cash quarterly revaluation of cores that are part of the finished goods on the customers’ shelves (which are included in contract assets) to the lower of cost or net realizable value, which resulted in a write-down of $2,805,000 and $5,353,000, respectively.

Operating Expenses

The following summarizes consolidated operating expenses:

	Fiscal Years Ended March 31,
	2025			2024
	2026			2025
General and administrative	$	6463,~~047~~303,000		$	5764,~~769~~047,000
Sales and marketing		2225,~~561~~491,000			22,~~481~~561,000
Research and development.		11,405,000			9,995,000
Research and development		14,196,000			11,405,000
Foreign exchange impact of lease liabilities and forward contracts		15(8,~~892~~924,000	)		(315,~~814~~892,000	)
Percent of net sales
General and administrative		8.50	%		8.05	%
Sales and marketing		3.02	%		3.10	%
Research and development		1.58	%		1.45	%
Foreign exchange impact of lease liabilities and forward contracts		2(1.1	)%		(02.51	)%

General and Administrative. Our general and administrative expenses for fiscal ~~2025~~2026 were $6463,~~047~~303,000, which represents ana ~~increase~~decrease of $6744,~~278,~~000, or 101.92%, from fiscal ~~2024~~2025 of $5764,~~769~~047,000. This ~~increase~~decrease was primarily due to ~~a loss of~~ $2,~~987~~265,000 ~~during fiscal 2025 compared with a gain of $515,000 during fiscal 2024 resulting from unfavorable fluctuations~~ in ~~foreign~~decreased ~~currency~~severance ~~exchange~~costs ~~rates~~partially onoffset ~~transactions denominated in foreign currencies during the year. In addition, our general and administrative expenses were impacted~~ by $21,~~544~~087,000 of increased ~~severance~~information ~~during~~technology ~~fiscal~~costs ~~2025 due to headcount reductions~~ in connection with ~~our~~cybersecurity ~~strategy~~and toother ~~enhance~~productivity ~~operating efficiencies~~tools.

Sales and Marketing. Our sales and marketing expenses for fiscal 2026 were ~~consistent~~$25,491,000, atwhich represents an increase of $222,~~561~~930,000, ~~for~~or 13.0%, from fiscal 2025 ~~compared~~of ~~with~~ $22,~~481~~561,000. ~~for~~This ~~fiscal~~increase ~~2024.~~was primarily due to (i) $986,000 from increased headcount to support our growth initiatives, (ii) $782,000 in increased commissions expense, and (iii) $829,000 in increased advertising and other marketing expenses.

Research and Development. Our research and development expenses for fiscal ~~2025~~2026 were $1114,~~405~~196,000, which represents an increase of $12,~~410~~791,000, or 1424.15%, from fiscal ~~2024~~2025 of $911,~~995~~405,000. This increase was primarily due to (i) $1,213,000 for increased ~~headcount~~employee-related costs primarily to support our new product introductions, ~~supplies~~(ii) $999,000 ~~and~~for ~~outside~~engineering-related ~~consulting~~professional services, and (iii) $454,000 in increased expense for supplies and our sample library.

Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts were a non-cash ~~loss~~gain of $158,~~892~~924,000 compared with a non-cash ~~gain~~loss of $315,~~814~~892,000 for fiscal ~~2025~~2026 and ~~2024~~2025, respectively. This change during fiscal ~~2025~~2026 compared with fiscal ~~2024~~2025 was primarily due to (i) the remeasurement of our foreign currency-denominated lease liabilities, ~~which~~ resulted in a non-cash ~~loss~~gain of $116,~~713~~409,000 compared with a non-cash ~~gain~~loss of $511,~~187~~713,000, respectively, ~~due~~and to(ii) ~~foreign~~the ~~currency~~change ~~exchange~~in ~~rate~~the ~~fluctuations~~fair ~~and~~values ~~(ii)~~of ~~the~~ forward foreign currency exchange contracts, ~~which~~ resulted in a non-cash ~~losses~~gain of $42,~~179~~515,000 ~~and~~compared with a non-cash loss of $14,~~373~~179,000, respectively~~, due to the changes in their fair values~~.

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Operating Income

Consolidated Operating Income. Our consolidated operating income for fiscal ~~2025~~2026 was $3965,~~923~~835,000 compared with $4639,~~120~~923,000 for fiscal ~~2024~~2025. This ~~decrease~~increase was primarily due ~~our~~to the impact of the foreign exchange ~~impact~~remeasurement of lease liabilities and forward contracts, ~~which were a non-cash loss of $15,892,000 compared with a non-cash gain of $3,814,000 for fiscal 2025~~ and ~~2024, respectively, partially offset by higher gross profit and~~ other items as discussed above.

Interest Expense

Interest Expense, net. Our interest expense for fiscal ~~2025~~2026 was $5546,~~550~~696,000, which represents a decrease of $48,~~490~~854,000, or 715.59%, from interest expense for fiscal ~~2024~~2025 of $6055,~~040~~550,000. This decrease was primarily due to ~~lower~~(i) ~~outstanding balances under our credit facility of $90,787,000 at March 31, 2025 compared with $128,000,000 at March 31, 2024 and~~ lower interest rates on both our ~~accounts receivable discount programs and~~ credit facility. ~~The~~and ~~weighted average interest rate on our~~ accounts receivable discount programs, ~~was~~(ii) ~~6.2%~~lower ~~for fiscal 2025 compared with 6.8% for fiscal 2024. The weighted~~ average ~~interest~~outstanding onbalances ~~borrowings~~ under our credit facility, ~~was~~and ~~7.46%~~(iii) atlower ~~March~~utilization ~~31,~~of ~~2025~~our ~~compared~~accounts toreceivable ~~8.43%~~discount ~~at March 31, 2024~~programs.

Change in Fair Value of Compound Net Derivative Liability

Change in Fair Value of Compound Net Derivative Liability. Our change in fair value of compound net derivative liability was a non-cash ~~loss~~gain of $601,130,000 compared with a non-cash ~~gain~~loss of $160,~~020,~~000 for fiscal ~~2025~~2026 and ~~2024~~2025, respectively, associated with the convertible notes issued on March 31, 2023.

Loss on Extinguishment of Debt

Loss on Extinguishment of Debt. Our loss on extinguishment of debt was $168,000 in connection with the repayment of the remaining outstanding balance of our term loans during fiscal 2024.

Provision for Income Taxes

Income Tax. We recorded a income tax expense of $37,~~783~~875,000, or an effective tax rate of ~~(24~~38.1)9%, and $363,~~176~~783,000, or an effective tax rate of (~~276~~24.81)%, for fiscal ~~2025~~2026 and ~~2024~~2025, respectively. The effective tax rate for fiscal 2026 and 2025 ~~was~~were primarily impacted by (i) the change in valuation allowance on certain jurisdictions’ deferred tax assets resulting from current year activities, (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). ~~Our effective tax rate for fiscal 2024 was primarily impacted by the establishment of a valuation allowance on deferred tax assets that were not expected to be realized.~~

Fiscal ~~2024~~2025 Compared with Fiscal ~~2023~~2024

A discussion of the changes in our results of operations for the year ended March 31, ~~2024~~2025, as compared with the year ended March 31, ~~2023~~2024, has been omitted from this Form 10-K but may be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the annual report on Form 10-K for the year ended March 31, ~~2024~~2025, filed with the SEC on June 119, ~~2024~~2025, ~~and the 10-K/A for the fiscal year ended March 31, 2024 as filed with the SEC on June 28, 2024,~~ which is available free of charge on the SEC’s website at www.sec.gov by searching with our ticker symbol “MPAA” or at our internet address, www.motorcarparts.com, by clicking “Investors/Financials/SEC Filings” located at the top of the page.

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Liquidity and Capital Resources

Overview

We had working capital (current assets minus current liabilities) of $~~160~~184,~~446~~386,000 and $~~156~~160,~~034~~446,000, a ratio of current assets to current liabilities of 1.5:1.0 at March 31, ~~2025~~2026 and ~~1.4:1.0 at March 31~~2025, ~~2024~~respectively.

InOur ~~June~~primary ~~2024,~~source weof ~~enrolled~~liquidity inwas afrom ~~feature~~cash ~~with~~generated ~~our~~from ~~lenders,~~operations ~~under~~and ~~which~~the weuse ~~sweep~~of our ~~cash~~accounts ~~collections~~receivable todiscount ~~pay~~programs ~~down~~during the year ended March 31, 2026. We believe our ~~revolving~~cash ~~facility~~generated from operations, cash and ~~borrow~~cash ~~on-demand~~equivalents, touse ~~fund~~of ~~payments.~~accounts ~~This~~receivable ~~feature~~discount isprograms, ~~expected~~and amounts available under our credit facility are sufficient to ~~reduce~~satisfy ~~interest~~our ~~expense~~expected onfuture ~~borrowings~~liquidity ~~under~~needs over the ~~credit~~next ~~facility.~~12 months.

Our primary source of liquidity was from cash generated from operations, the use of our receivable discount programs, and credit facility during fiscal 2025. We believe our cash and cash equivalents, use of receivable discount programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future liquidity needs, including lease and capital expenditure obligations over the next 12 months. 43

Cash Flows

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

	Fiscal Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Cash provided by (used in):
Operating activities	$	4519,~~477~~158,000		$	3945,~~172~~477,000		$	~~(21~~39,~~754~~172,000	)
Investing activities		(43,~~469~~590,000	)		(~~479~~4,469,000	)		(4479,~~191,~~000	)
Financing activities		(4410,~~655~~980,000	)		(3644,~~439~~655,000	)		14(36,~~308~~439,000	)
Effect of exchange rates on cash and cash equivalents		~~(898~~633,000	)		~~124~~(898,000	)		~~217~~124,000
Net (decrease) increase in cash and cash equivalents	$	(4,545,000	)	$	2,378,000		$	(11,420,000	)
Net increase (decrease) in cash and cash equivalents	$	5,221,000		$	(4,545,000	)	$	2,378,000
Additional selected cash flow data:
Depreciation and amortization	$	109,~~400~~788,000		$	1110,~~619~~400,000		$	1211,~~444~~619,000
Capital expenditures		43,~~578~~696,000			14,~~000~~578,000			41,~~201~~000,000

Fiscal 2026 Compared with Fiscal 2025

Net cash provided by operating activities was $19,158,000 and $45,477,000 for fiscal 2026 and 2025, respectively. Our operating activities were primarily impacted by the following changes in our working capital: (i) the build-up of our inventory to support future sales and (ii) higher accounts receivable balances resulting from increased sales that will be collected in future periods. In addition, our operating activities were further impacted by changes in operating results (net income (loss) plus the net add-back for non-cash transactions in earnings). We continue to manage our working capital to maximize our operating cash flow.

Net cash used in investing activities was $3,590,000 and $4,469,000 for fiscal 2026 and 2025, respectively. The change in our investing activities primarily resulted from decreased capital expenditures.

Net cash used in financing activities was $10,980,000 and $44,655,000 for fiscal 2026 and 2025, respectively. The change in our financing activities primarily resulted from (i) net borrowing of $3,881,000 in fiscal 2026 compared with net repayments of $37,213,000 in fiscal 2025, under our revolving facility and (ii) the repurchase of 955,608 shares of our common stock for $11,351,000 in fiscal 2026 compared with 542,134 shares of our common stock for $4,832,000 in fiscal 2025.

Fiscal 2025 Compared with Fiscal 2024

~~Net~~A ~~cash~~discussion ~~provided~~of bythe changes in our operating activities, ~~was~~investing ~~$45~~activities,~~477,000~~ and ~~$39,172,000~~financing activities for ~~fiscal~~the year ended March 31, 2025, ~~and~~as compared with the year ended March 31, 2024, ~~respectively.~~has ~~The~~been ~~increase~~omitted infrom ~~our~~this ~~net~~Form ~~cash~~10-K ~~provided~~but bymay ~~operating~~be ~~activities~~found ~~was~~in ~~due~~Item to7. ~~increased~~“Management’s ~~operating~~Discussion ~~results~~and ~~(net~~Analysis ~~loss~~of ~~plus~~Financial Condition and Results of Operations” of the ~~net~~annual ~~add~~report on Form 10-~~back~~K for ~~non-cash~~the ~~transactions~~year inended ~~earnings)~~March 31, ~~partially~~2025, ~~offset~~filed bywith ~~changes~~the inSEC ~~our~~on ~~working~~June ~~capital~~9, ~~requirements~~2025, towhich ~~support~~is ~~our~~available ~~growth~~free ~~initiatives.~~of Wecharge ~~continue~~on tothe ~~manage~~SEC’s website at www.sec.gov by searching with our ~~working~~ticker ~~capital~~symbol to“MPAA” ~~maximize~~or at our ~~operating~~internet ~~cash~~address, ~~flow~~www.motorcarparts.com, by clicking “Investors/Financials/SEC Filings” located at the top of the page.

Net cash used in investing activities was $4,469,000 and $479,000 for fiscal 2025 and 2024, respectively. The change in our investing activities primarily resulted from increased capital expenditures.

Net cash used in financing activities was $44,655,000 and $36,439,000 for fiscal 2025 and 2024, respectively. The change in our financing activities primarily resulted from (i) the net repayments of amounts outstanding under our revolving facility of $37,213,000 during fiscal 2025 compared with $17,200,000 during fiscal 2024 and (ii) the repurchase of 542,134 shares of our common stock for $4,832,000 during fiscal 2025. During the prior fiscal year, we paid off our remaining term loans of $13,125,000.

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Fiscal 2024 Compared with Fiscal 2023

A discussion of the changes in our operating activities, investing activities, and financing activities for the year ended March 31, 2024, as compared with the year ended March 31, 2023, has been omitted from this Form 10-K but may be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the annual report on Form 10-K for the year ended March 31, 2024, filed with the SEC on June 11, 2024, and the 10-K/A for the fiscal year ended March 31, 2024, as filed with the SEC on June 28, 2024, which is available free of charge on the SEC’s website at www.sec.gov by searching with our ticker symbol “MPAA” or at our internet address, www.motorcarparts.com, by clicking “Investors/Financials/SEC Filings” located at the top of the page.

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 Term Loans were repaid during the year ended March 31, 2024. The Credit Facility matures on December 12, 2028. The lenders have a security interest in substantially all of our assets. In June 2024, we enrolled in a feature with our lenders, under which we sweep our cash collections to pay down our revolving facility and borrow on-demand to fund payments. This feature is expected to reduce interest expense on borrowings under the Credit Facility.

We had $90,787,000 and $128,000,000 outstanding under the Revolving Facility at March 31, 2025 and 2024, respectively. In addition, $7,047,000 was outstanding for letters of credit at March 31, 2025. At March 31, 2025, after certain contractual adjustments, $135,150,000 was available under the Revolving Facility. The interest rate on our Revolving Facility was 7.46% and 8.43%, at March 31, 2025 and 2024, respectively. 44

The Credit Facility requires us to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of the aggregate revolving commitments and a specified minimum undrawn availability. During the period ended March 31, 2025, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested.

Convertible Notes

On March 31, 2023, we entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in kind or (ii) in cash, annually in arrears on April 1 of each year, commencing on April 1, 2024. In April 2024, non-cash accrued interest on the Convertible Notes of $3,209,000 was paid in-kind and is included in the principal amount of Convertible Notes at March 31, 2025.

The aggregate proceeds from the offering were approximately $31,280,000, net of initial purchasers’ fees and other related expenses. The initial conversion rate is 66.6667 shares of our common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $15.00 per share of common stock). At March 31, 2025, we had 28,240,973 shares of our common stock available to be issued if the Convertible Notes were converted.

In connection with the Note Purchase Agreement, we entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The Warrants do not become exercisable unless a Company Redemption (as defined below) occurs and the volume weighted average price of our common stock for 20 consecutive days prior to the redemption is less than $15.00. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at March 31, 2025 and 2024. We estimate the fair value of the Warrants at each balance sheet date. Any subsequent changes from the initial recognition in the fair value of the Warrants will be recorded in current period earnings in the consolidated statements of operations.

We had $94,668,000 and $90,787,000 outstanding under the Revolving Facility at March 31, 2026 and 2025, respectively. In addition, $15,470,000 was outstanding for letters of credit at March 31, 2026. At March 31, 2026, after certain contractual adjustments, $119,048,000 was available under the Revolving Facility. The interest rate on our Revolving Facility was 6.79% and 7.46%, at March 31, 2026 and 2025, respectively.

The Credit Facility requires us to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of the aggregate revolving commitments and a specified minimum undrawn availability. During the year ended March 31, 2026, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested.

Convertible Notes, Related Party

On March 31, 2023, we entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in kind or (ii) in cash, annually in arrears on April 1 of each year. In April 2025, non-cash accrued interest on the Convertible Notes of $3,521,000 was paid in-kind and is included in the principal amount of Convertible Notes at March 31, 2026. In April 2024, non-cash accrued interest on the Convertible Notes of $3,209,000 was paid in-kind and is included in the principal amount of Convertible Notes at March 31, 2025.

The aggregate proceeds from the offering were approximately $31,280,000, net of initial purchasers’ fees and other related expenses. The initial conversion rate is 66.6667 shares of our common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $15.00 per share of common stock). At March 31, 2026, we had 28,680,086 shares of our common stock available to be issued if the Convertible Notes were converted.

In connection with the Note Purchase Agreement, we entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The Warrants do not become exercisable unless a Company Redemption (as defined below) occurs and the volume weighted average price of our common stock for 20 consecutive days prior to the redemption is less than $15.00. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at March 31, 2026 and 2025. We estimate the fair value of the Warrants at each balance sheet date. Any subsequent changes from the initial recognition in the fair value of the Warrants will be recorded in current period earnings in the consolidated statements of operations.

The Convertible Notes may be converted, subject to certain conditions, at an initial conversion price of $15.00, subject to adjustment as provided in the Convertible Notes (the “Conversion Option”). The Convertible Notes also include a provision for a return of interest (“Return of Interest”), which requires the Purchasers to return 15.0% of the interest paid to us in certain circumstances, subject to reduction of the Return of Interest amount in the event that the Return of Interest amount would result in total payments to the Purchasers of less than two times the original principal amount. The Return of Interest provision is accounted for as part of the Conversion Option and if the Conversion Option is exercised in the future, the Return of Interest provision will remain outstanding until the Purchaser sells all of the underlying stock received upon conversion. Upon conversion, any value associated with the Return of Interest provision will be reflected as a derivative asset upon conversion, with changes in fair value being recorded in earnings in the consolidated statements of operations until settlement in connection with the sale of the underlying stock by the Purchaser. Unless and until we deliver a redemption notice, the Purchasers of the Convertible Notes may convert their Convertible Notes at any time at their option. Upon conversion, the Convertible Notes will be settled in shares of our common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. The Convertible Notes have a stated maturity of March 30, 2029, subject to earlier conversion or redemption in accordance with their terms.

If there is a Fundamental Transaction, as defined in the Form of Convertible Promissory Note, we may redeem all or part of the Convertible Notes. Except in the case of the occurrence of a Fundamental Transaction, we may not redeem the Convertible Notes prior to March 31, 2026. After March 31, 2026, we may redeem all or part of the Convertible Notes for a cash purchase (the “Company Redemption”) price equal to the Redemption Price (as defined below) plus $5,000,000, but only if (i) we are listed on a national exchange, (ii) there is no “Event of Default” occurring and continuing and (iii) Adjusted EBITDA for the prior four quarters is greater than $80,000,000. The “Redemption Price” shall mean a cash amount equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. However, if the volume weighted average price of our common stock for 20 consecutive days prior to the notice of the Company Redemption is less than $15, the Purchasers may exercise the warrants and we will pay the Redemption Price plus $2,000,000.

The Conversion Option and the Company Redemption both met the criteria for bifurcation from the Convertible Notes as derivatives and have been combined as a compound net derivative liability (the “Compound Net Derivative Liability”). The Compound Net Derivative Liability has been recorded within convertible note, related party in the consolidated balance sheets. The fair value of the Conversion Option and the Company Redemption option using Level 3 inputs and the Monte Carlo simulation model was a liability of $916,~~000~~900,000 and $9,~~800~~000,000, and an asset of $110,~~530~~560,000 and $21,~~390~~530,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. We estimate the fair value of the Compound Net Derivative Liability at each balance sheet date. Any subsequent changes from the initial recognition in the fair value of the Compound Net Derivative Liability isare recorded in current period earnings in the consolidated statements of operations. During the years ended March 31, 2026, 2025, and 2024, we recorded a gain of $1,130,000, a loss of $60,000, and a gain of $1,020,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the consolidated statements of operations and consolidated statements of cash flows.

The Convertible Notes also contain additional features, such as, default interest and options related to a Fundamental Transaction, requiring bifurcation which were not separately accounted for as the value of such features were not material at March 31, ~~2025~~2026 and ~~2024~~2025. Any subsequent changes from the initial recognition in the fair value of those features isare recorded in current period earnings in the consolidated statements of operations.

The Convertible Notes include customary provisions relating to the occurrence of Events of Default, which include the following: (i) certain payment defaults on the Convertible Notes; (ii) certain events of bankruptcy, insolvency and reorganization involving us or any of our subsidiaries; (iii) the entering of one or more final judgments or orders against us or any of our subsidiaries for an aggregate payment exceeding $25,000,000; (iv) the acceleration of senior debt or any other debt greater than $25,000,000; (v) certain failures of us to comply with certain provisions of the Note Purchase Agreement or material breaches of the Note Purchase Agreement by us or any of our subsidiaries; (vi) any material provision of the Note Purchase Agreement, the Convertible Notes, the guarantee, the subordination agreement, the Warrants or the registration rights agreement, for any reason, ceases to be valid and binding on us or any subsidiary, or any subsidiary shall so claim in writing to challenge the validity of or our liability under the Note Purchase Agreement, the Convertible Notes, or the registration rights agreement; or (vii) we fail to maintain the listing of our capital stock on a national securities exchange. Events of Default will be subject to a 30-day cure period except for those related to clause (ii) and (iv) of the preceding sentence.

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If an Event of Default occurs and is continuing, then, we shall deliver written notice to the Purchasers within 5 business days of first learning of such Event of Default. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to our significant subsidiary) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action.

Unamortized debt issuance costs of $~~916~~745,000 and $1916,~~058,~~000 are presented in the balance sheet as a direct deduction from the carrying amounts of the Convertible Notes at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. Debt issuance costs are amortized using the effective interest method through the maturity of the Convertible Notes and recorded in interest expense in the consolidated statements of operations. The effective interest rate was 18.3% as of March 31, 2026, 2025 and 2024, respectively. Debt issuance costs of $360,000 allocated to the Compound Net Derivative Liability were immediately expensed to interest expense in the consolidated statements of operations for the year ended March 31, 2023.

Additionally, pursuant to the Note Purchase Agreement, subject to certain conditions, the Purchaser Representative shall have the right to nominate one director to serve (the “Investor Director”) on our Board of Directors (the “Board”). If an Investor Director is not currently serving on the Board, and subject to certain other conditions set forth in the Note Purchase Agreement, the Purchaser Representative shall have the right to designate one person to have observation rights with respect to all meetings of the Board. In connection with our entry into the Note Purchase Agreement, we appointed Douglas Trussler to serve on our Board.

Accounts Receivable Discount Programs

We use accounts receivable discount programs offered by certain customers and their respective banks. Under these programs, we have options to sell those customers’ receivables to those banks at a discount to be agreed upon at the time the receivables are sold. These accounts receivable discount programs 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 accounts receivable discount programs will continue in the future. Interest expense resulting from these accounts receivable discount programs would increase if (i) interest rates were to rise, if(ii) utilization of these accounts receivable discount programs expand, if(iii) customers extend their payment to us, or if(iv) the discount period is extended to reflect more favorable payment terms to customers.

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

	Fiscal Years Ended March 31,
	Years Ended March 31,
		2025			2024
	2026			2025
Receivables discounted	$	~~643~~620,~~918~~561,000		$	~~618~~643,~~012~~918,000
Weighted average days		~~343~~346			~~336~~343
Weighted average discount rate		65.24	%		6.82	%
Amount of discount as interest expense	$	3832,~~021~~023,000		$	3938,~~175~~021,000

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Supplier Finance Programs

We utilize a supplier finance program, which allows certain of our suppliers to sell their receivables due from us to participating financial institutions at the sole discretion of both the supplier and the financial institutions. The program is administered by a third party. Commitments from participating financial institutions that are available to suppliers under this program ~~increased~~were to $3040,000,000 ~~from~~as ~~$15,000,000~~of ~~during~~March ~~fiscal~~31, ~~2025~~2026. We have no economic interest in the sale of these receivables and no direct relationship with the financial institution. Payments to the third-party administrator are based on services rendered and are not related to the volume or number of financing agreements between suppliers, financial institution, and the third-party administrator. We are not a party to agreements negotiated between participating suppliers and the financial institution. Our obligations to our suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in this program. We do not provide guarantees and there are no assets pledged to the financial institution or the third-party administrator for the committed payment in connection with this program. At March 31, ~~2025~~2026 and ~~2024~~2025, we had $3342,~~661~~076,000 and $133,~~695~~661,000, respectively, ofin outstanding supplier obligations confirmed as valid under this program, included in accounts payable in the consolidated balance sheets.

The following is a summary of the changes in outstanding supplier obligations confirmed as valid under this program:

		Year Ended March 31,
	Years Ended March 31,
		2025
	2026			2025
Confirmed obligations outstanding at March 31, 2024	$	1,695,000
Confirmed obligations outstanding at beginning of year	$	33,661,000		$	1,695,000
Invoices confirmed as valid during the year		91128,~~951~~236,000			91,951,000
Confirmed invoices paid during the year		(59119,~~985~~821,000	)		(59,985,000	)
Confirmed obligations outstanding at March 31, 2025	$	33,661,000
Confirmed obligations outstanding at end of year	$	42,076,000		$	33,661,000

Multi-year Customer Agreements

We have or are renegotiating long-term agreements with many of our major customers. Under these agreements, which in most cases have initial terms of at least four years, we are designated as the exclusive or primary supplier for specified categories of our products. Because of the very competitive nature of the market and the limited number of customers for these products, our customers have sought and obtained price concessions, significant marketing allowances and more favorable delivery and payment terms in consideration for our designation as a customer’s exclusive or primary supplier. These incentives differ from contract to contract and can include (i) the issuance of a specified amount of credits against receivables in accordance with a schedule set forth in the relevant contract, (ii) support for a particular customer’s research or marketing efforts provided on a scheduled basis, (iii) discounts granted in connection with each individual shipment of product, and (iv) other marketing, research, store expansion or product development support. These contracts typically require that we meet ongoing performance standards.

While these longer-term agreements strengthen our customer relationships, the increased demand for our products often requires that we increase our inventories and personnel. Customer demands that we purchase their Remanufactured Core inventory also require the use of our working capital. The marketing and other allowances we typically grant our customers in connection with our new or expanded customer relationships adversely impact the near-term revenues, profitability and associated cash flows from these arrangements. However, we believe the investment we make in these new or expanded customer relationships will improve our overall liquidity and cash flow from operations over time.

Share Repurchase Program

In ~~August~~December ~~2018~~2025, our board of directors approved an increase in our share repurchase program from $2037,000,000 to $3757,000,000 of our common stock. During fiscal ~~2025~~2026, we repurchased ~~542~~955,~~134~~608 shares of our common stock for $411,~~832~~351,000. ~~During fiscal 2024 and 2023, we did not repurchase any shares of our common stock.~~ As of March 31, ~~2025~~2026, $2334,~~577~~928,000 ~~was~~has been utilized and $1322,~~423~~072,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in our Credit Facility and Convertible Notes. We retired the 12,~~379~~334,~~141~~749 shares repurchased under this program through March 31, ~~2025~~2026. 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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During fiscal 2025, we adopted a written trading plan under Rule 10b5-1 of the SEC rule to facilitate share repurchases under our current authorized program. The adoption of a 10b5-1 plan allows us the ability to repurchase shares when we would be ordinarily restricted from purchases due to blackout periods or being in possession of material non-public information.

Capital Expenditures and Commitments

Our total capital expenditures were $6,~~066~~915,000 ~~for~~in fiscal ~~2025~~2026 and $16,~~755~~066,000 ~~for~~in fiscal ~~2024~~2025. These capital expenditures include (i) cash paid for the purchase of plant and equipment, (ii) plant and equipment acquired under finance leases, and (iii) ~~non-cash~~accrued capital expenditures. Capital expenditures ~~for~~in fiscal ~~2025~~2026 primarily include the purchase of equipment for our current operations ~~and our global growth initiatives~~. We expect to incur approximately $9,~~500~~000,000 of capital expenditures primarily to support our ~~global~~operations ~~growth~~in ~~initiatives and maintenance of our facilities and equipment during~~ fiscal ~~2026~~2027. We have used and expect to continue using our working capital and additional capital lease obligations to finance these capital expenditures.

Contractual Obligations

The following summarizes our contractual obligations and other commitments as of March 31, ~~2025~~2026 and the effect such obligations could have on our cash flows in future periods:

	Payments Due by Period
Contractual Obligations		Total		Less than 1 year		1 to 3years		3 to5years		More than 5years
				Less than		1 to 3		3 to 5		More than 5
Finance lease obligations (1)	$	3,557,000	$	1,396,000	$	1,555,000	$	606,000	$	-
Contractual Obligations		Total		1 year		years		years		years
Operating lease obligations (2)		92,392,000		13,983,000		23,760,000		22,530,000		32,119,000
Finance lease obligations (1)	$	5,085,000	$	1,547,000	$	2,319,000	$	1,219,000	$	-
Revolving facility (3)		90,787,000				-		90,787,000
Operating lease obligations (2)		79,084,000		12,454,000		23,091,000		23,010,000		20,529,000
Convertible notes (4)		56,704,000		-				56,704,000
Revolving facility (3)		94,668,000		-		94,668,000		-		-
Accrued core payment (5)		7,287,000		3,404,000		3,883,000		-
Convertible notes (4)		56,704,000		-		56,704,000		-		-
Core bank liability (6)		12,113,000		2,018,000		10,095,000		-
Accrued core payment (5)		14,469,000		10,448,000		2,803,000		1,218,000		-
Finished goods liabilities (7)		518,000		518,000		-		-
Core bank liability (6)		10,095,000		10,095,000		-		-		-
Unrecognized tax benefits (8)		-		-		-		-
Finished goods liabilities (7)		837,000		837,000		-		-		-
Customer allowances earned (9)		47,194,000		14,451,000		21,430,000		9,265,000		2,048,000
Unrecognized tax benefits (8)		-		-		-		-		-
Total	$	310,552,000	$	35,770,000	$	60,723,000	$	179,892,000	$	34,167,000
Allowances incurred under long-term customer contracts (9)		15,497,000		5,982,000		6,292,000		1,849,000		1,374,000
Total	$	276,439,000	$	41,363,000	$	185,877,000	$	27,296,000	$	21,903,000

(1) ~~Finance lease obligations represent amounts due under finance~~ ~~leases for various types of equipment.~~

~~(2)~~ Finance ~~Operating~~ lease obligations represent amounts due ~~for rent~~ under ~~our~~finance leases for ~~all~~various ~~our~~types ~~facilities~~of ~~and certain~~ equipment.

(32) ~~Obligations under our Revolving Facility mature on December~~ ~~12, 2028. This debt is classified as a short term liability on our balance sheet as we expect to use our working capital to repay the amounts outstanding under our Revolving Facility.~~

~~(4) Obligations under our Convertible Notes mature on~~ ~~March~~ Operating ~~30,~~lease ~~2029.~~obligations ~~There~~represent ~~are~~amounts nodue ~~future~~for ~~payments~~rent ~~required~~ under ~~the~~our ~~Convertible Notes~~leases ~~prior~~for toall ~~their~~our ~~maturity,~~facilities ~~therefore,~~and ~~the~~certain ~~carrying value of the notes plus interest payable in kind, assuming no early redemption or conversion has occurred, is included in the above table based on their maturity date of March 30, 2029~~equipment.

46 (3)

Obligations under our Revolving Facility mature on December 12, 2028. This debt is classified as a short term liability on our balance sheet as we expect to use our working capital to repay the amounts outstanding under our Revolving Facility.

(4)

Obligations under our Convertible Notes mature on March 30, 2029. There are no future payments required under the Convertible Notes prior to their maturity, therefore, the carrying value of the notes plus interest payable in kind, assuming no early redemption or conversion has occurred, is included in the above table based on their maturity date of March 30, 2029.

(5)

Accrued core payment represents the amounts due for principal of $13,725,000 and interest payments of $744,000 to be made in connection with the purchases of Remanufactured Cores from our customers, which are held by these customers and remain on their premises.

(6)

The core bank liability represents the amounts due for principal of $10,048,000 and interest payments of $47,000 to be made in connection with the return of Used Cores from our customers.

(7)

Finished goods liabilities represents the amounts due for principal of $837,000 and no interest payments to be made in connection with the purchase of finished goods from our customers.

(8)

We are unable to reliably estimate the timing of future payments related to uncertain tax position liabilities at March 31, 2026; therefore, future tax payment accruals related to uncertain tax positions in the amount of $913,000 have been excluded from the table above.

(9) Allowances incurred under long-term customer contracts represent commitments we have with certain customers to provide marketing allowances in consideration for multi-year customer agreements to provide products over a defined period.

~~(5) Accrued core payment represents the amounts due for~~ ~~principal~~ Item ~~of $6,964,000 and interest payments of $323,000 to be made in connection with the purchases of Remanufactured Cores from our customers, which are held by these customers and remain on their premises~~7A.

~~(6) The core bank liability represents the amounts due for~~ ~~principal~~ Quantitative ~~of $11,843,000~~ and ~~interest~~Qualitative ~~payments~~Disclosures ofAbout ~~$270,000~~Market ~~to be made in~~Risk ~~connection with the return of Used Cores from our customers.~~

(7) Finished goods liabilities represents the amounts due for principal of $518,000 and no interest payments to be made in connection with the purchase of finished goods from our customers.

(8) We are unable to reliably estimate the timing of future payments related to uncertain tax position liabilities at March 31, 2025; therefore, future tax payment accruals related to uncertain tax positions in the amount of $1,362,000 have been excluded from the table above.

(9) Customer allowances earned represent commitments we have with certain customers to provide marketing allowances in consideration for multi-year customer agreements to provide products over a defined period.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk relates to changes in interest rates, foreign currency exchange rates, and customer credit. We do not enter into derivatives or other financial instruments for trading or speculative purposes. As our overseas operations expand, our exposure to the risks associated with foreign currency fluctuations will continue to increase.

Interest rate risk

We are exposed to changes in interest rates primarily as a result of ~~our~~the ~~borrowing~~use ~~and~~of our accounts receivable discount programs and borrowing under our Credit Facility, which have interest costs that vary with interest rate movements. ~~Our~~During ~~revolving~~the ~~facility~~years ~~bears~~ended ~~interest~~March ~~at variable base rates~~31, ~~plus~~2026 anand ~~applicable margin~~2025, ~~which~~collections ~~was~~under ~~7.46%~~our ~~and~~accounts ~~8.43%~~receivable atdiscount ~~March~~program 31were $620,561,000 ~~2025~~ and ~~2024~~$643,918,000, respectively. AtThe ~~March~~weighted ~~31,~~average ~~2025,~~discount ~~borrowings~~rate ~~under~~was ~~our~~5.4% ~~revolving~~and ~~facility~~6.2% ~~totaled~~during ~~$90~~fiscal 2026 and 2025,~~787,000~~ respectively. If ~~interest~~discount rates were to increase 1%, our net annual interest expense on our ~~revolving~~accounts ~~facility~~receivable discount programs would have increased by approximately $~~908~~6,206,000. In addition, ~~during~~our ~~the~~Revolving ~~years~~Facility ~~ended~~bears ~~March~~interest ~~31,~~at ~~2025~~variable ~~and~~base ~~2024~~rates, ~~collections~~plus ~~under~~an ~~our~~applicable ~~accounts~~margin, ~~receivable~~which ~~discount~~was ~~program~~6.79% ~~were~~and ~~$643~~7.46% at March 31,~~918,000~~ 2026 and ~~$618~~2025,~~012,000,~~ respectively. ~~The~~At ~~weighted~~March ~~average~~31, ~~discount~~2026, ~~rate~~borrowings ~~was~~under ~~6.2%~~our ~~and~~Revolving ~~6.8%~~Facility ~~during~~totaled ~~fiscal 2025 and 2024~~$94, ~~respectively~~668,000. If ~~discount~~interest rates were to increase 1%, our net annual interest expense on our ~~accounts~~Revolving ~~receivable~~Facility ~~discount programs~~ would have increased by approximately $6947,~~439,~~000.

Foreign currency risk

We are exposed to foreign currency exchange risk inherent in our purchases and expenses denominated in currencies other than the U.S. dollar. We transact business in the following foreign currencies: Mexican pesos, Canadian dollar, Malaysian ringgit, Singapore dollar, Chinese yuan, ~~Indian rupee,~~ and the ~~Canadian~~Indian ~~dollar~~rupee. Our primary currency risks result from fluctuations in the value of the Mexican peso and to a lesser extent, the Chinese yuan. To mitigate these risks, we enter into forward foreign currency exchange contracts to exchange U.S. dollars for these foreign currencies. The extent to which we use forward foreign currency exchange contracts is periodically reviewed in light of our estimate of market conditions and the terms and length of anticipated requirements. The use of derivative financial instruments allows us to reduce our exposure to the risk that the eventual net cash outflow resulting from funding the expenses of the foreign operations will be materially affected by changes in exchange rates. These contracts generally expire in a year or less. Any changes in the fair values of our forward foreign currency exchange contracts are reflected in current -period earnings. Based upon our forward foreign currency exchange contracts related to these currencies, an increase of 10% in exchange rates at March 31, ~~2025~~2026 would have increased our operating expenses by approximately $43,~~023~~994,000. During fiscal ~~2025~~2026 and ~~fiscal 2024~~2025, ~~losses~~a gain of $42,~~179~~515,000 and a loss of $14,~~373~~179,000, respectively, were recorded due to the change in the fair value of the forward foreign currency exchange contracts subsequent to entering into the contracts. In addition, we recorded a ~~loss~~gain of $116,~~713~~409,000 and a ~~gain~~loss of $511,~~187~~713,000 in connection with the remeasurement of foreign currency-denominated lease liabilities during fiscal ~~2025~~2026 and ~~fiscal 2024~~2025, respectively.

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Credit Risk

We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality and age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to us. The majority of our sales are to leading automotive aftermarket parts suppliers. We participate in trade accounts receivable discount programs with our major customers. If the creditworthiness of any of our customers was downgraded, we could be adversely affected, in that we may be subjected to higher interest rates on the use of these accounts receivable discount programs or we could be forced to wait longer for payment. In certain cases, we have experienced higher interest rates due to changes in customer credit profiles, which has impacted the overall cost of these financing arrangements. Should our customers experience significant cash flow problems, our financial position and results of operations could be materially and adversely affected, and the maximum amount of loss that would be incurred would be the outstanding receivable balance, Used Cores expected to be returned by customers, and the value of the Remanufactured Cores held at customers’ locations. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.

~~Item 8. Financial Statements and Supplementary Data~~ 50

Item 8.

Financial Statements and Supplementary Data

The information required by this item is set forth in the consolidated financial statements, commencing on page F-1 included herein.

Item 9. ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. ~~Controls and Procedures~~

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the “Exchange Act,”) as of the end of the period covered by this Annual Report on Form 10-K.

Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO, CFO and CAO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our CEO, CFO and CAO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, ~~2025~~2026.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, ~~2025~~2026 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on its assessment, our management, including our CEO and CFO, has concluded that our internal control over financial reporting was effective as of March 31, ~~2025~~2026.

48 The effectiveness of our internal control over financial reporting as of March 31, 2026 has been audited by the Company’s independent registered public accounting firm, Ernst & Young LLP. Their assessment is included in the accompanying Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

Table of Contents

The effectiveness of our internal control over financial reporting as of March 31, 2025 has been audited by the Company’s independent registered public accounting firm, Ernst & Young LLP. Their assessment is included in the accompanying Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

Change in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Item 9B. ~~Other Information~~

Other Information

Trading Arrangements

During the quarter ended March 31, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each such term is defined in Item 408 of Regulation S-K.

~~During~~ Item ~~the quarter ended March 31, 2025, the Company adopted a written trading plan under Rule 10b5-1 of the SEC rule to facilitate share repurchases by the Company under its current authorized program~~9C. The adoption of a 10b5-1 plan allows the Company the ability to repurchase shares when it would be ordinarily restricted from purchases due to blackout periods or being in possession of material non-public information.

~~Item 9C.~~ Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

4952

PART III

Item 10. ~~Directors, Executive Officers and Corporate Governance~~

Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our Definitive Proxy Statement in connection with our next Annual Meeting of Stockholders (the “Proxy Statement”).

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees, and have implemented processes for the ~~company~~Company, that we believe are designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards. A copy of our Insider Trading Policy is filed with ~~this~~the Annual Report on Form 10-K asfor ~~Exhibit~~the 19year ended March 31, 2025, which was filed with the SEC on June 9, 2025.

Item 11. ~~Executive Compensation~~

Executive Compensation

The information required by this item is incorporated by reference to the Proxy Statement.

Item 12. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to the Proxy Statement.

Item 13. ~~Certain Relationships and Related Transactions, and Director Independence~~

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the Proxy Statement.

Item 14. ~~Principal Accountant Fees and Services~~

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the Proxy Statement.

5053

PART IV

Item 15. ~~Exhibits, Financial Statement Schedule~~

Exhibits, Financial Statement Schedule

Documents filed as part of this report:

(1)

Index to Consolidated Financial Statements:

Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42)	6063
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Comprehensive (Loss) Income	F-3
Consolidated Statements of Comprehensive Income (Loss)	F-3
Consolidated Statements of Shareholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

(2) Schedule.


Schedule II — Valuation and Qualifying Accounts	S-1

(3)

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	Amended and Restated By-Laws of Motorcar Parts of America, Inc., as amended on February 4, 2016	Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 10, 2016.

5154


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 June 14, 2016.

3.10	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.

3.11	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	2010 Incentive Award Plan	Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on December 15, 2010.

4.3	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.

4.4	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.

4.5	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.

4.6	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.

4.7	2022 Incentive Award Plan	Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on July 29, 2022.

4.8	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.

4.9	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.

4.10	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.

4.11	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.

5255


Number	Description of Exhibit	Method of Filing

4.12	First Amended and Restated 2022 Incentive Award Plan	Incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed on July 26, 2024.

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.

5356


Number	Description of Exhibit	Method of Filing

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.

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.

5457


Number	Description of Exhibit	Method of Filing

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.

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.

5558

10.26	~~First Amendment to Note Purchase Agreement~~	~~Incorporated~~First byAmendment ~~reference~~ to ~~Exhibit~~Note ~~10.26~~Purchase ~~to the Annual Report on Form 10-K filed on June 14, 2023.~~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~~Seventh byAmendment ~~reference~~ to ~~Exhibit~~Amended ~~10.1~~and toRestated ~~the~~Loan ~~Quarterly~~Agreement, ~~Report~~dated onas ~~Form~~of ~~10-Q~~August ~~filed~~3, on2023, ~~August~~among 9Motorcar Parts of America, ~~2023~~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~~Second byAmendment ~~reference~~ to ~~Exhibit 10.2 to~~ the ~~Quarterly~~Note ~~Report~~Purchase ~~on Form 10-Q filed on August 9, 2023.~~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~~Eighth byAmendment ~~reference~~ to ~~Exhibit~~Amended ~~10.1~~and toRestated ~~the~~Loan ~~Current~~Agreement, ~~Report~~dated onas ~~Form~~of ~~8-K~~December ~~filed~~12, on2023, ~~December~~among 13Motorcar Parts of America, ~~2023~~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.
19	Insider Trading Policy	Filed herewith.
19.1		Insider Trading Policy	Incorporated by reference to Exhibit 19.0 to the Annual Report on Form 10-K filed on June 9, 2025.
21.1	~~List of Subsidiaries~~	~~Filed~~List ~~herewith.~~of Subsidiaries	Filed herewith.
23.1	~~Consent of Independent Registered Public Accounting Firm Ernst & Young LLP~~	~~Filed~~Consent ~~herewith.~~of Independent Registered Public Accounting Firm Ernst & Young LLP	Filed herewith.
31.1	~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002~~	~~Filed~~Certification ~~herewith.~~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~~Certification ~~herewith.~~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~~Certification ~~herewith.~~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~~Certifications ~~herewith.~~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 XBRL document)	Filed herewith.
97.1		Policy for Recovery of Erroneously Awarded Compensation	Filed herewith.
101.SCM	Inline XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.

5659

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		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)		Filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document		Filed herewith.
101.SCM		Inline XBRL Taxonomy Extension Schema Document		Filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)		Filed herewith.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase 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.

Item 16. ~~Form 10-K Summary~~

Form 10-K Summary

None.

5760

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 9, 2025	By:	/s/ David Lee
Dated: June 8, 2026	By:	/s/ David Lee
		David Lee
		Chief Financial Officer
Dated: June 9, 2025	By:	/s/ Kamlesh Shah
Dated: June 8, 2026	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 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~~Chief 9,Executive ~~2025~~Officer and Director (Principal Executive Officer)	June 8, 2026
Selwyn Joffe
/s/ David Lee	~~Chief Financial Officer (Principal Financial Officer)~~	~~June~~Chief 9,Financial ~~2025~~Officer (Principal Financial Officer)	June 8, 2026
David Lee
/s/ Kamlesh Shah	~~Chief Accounting Officer (Principal Accounting Officer)~~	~~June~~Chief 9,Accounting ~~2025~~Officer (Principal Accounting Officer)	June 8, 2026
Kamlesh Shah
/s/ David Bryan	~~Director~~	~~June 9, 2025~~Director	June 8, 2026
David Bryan
/s/ Joseph Ferguson	~~Director~~	~~June 9, 2025~~Director	June 8, 2026
Joseph Ferguson
/s/ Philip Gay	~~Director~~	~~June 9, 2025~~Director	June 8, 2026
Philip Gay
/s/ F. Jack Liebau, Jr.	Director	June 9, 2025
/s/ Jeffrey Mirvis		Director	June 8, 2026
F. Jack Liebau, Jr.
Jeffrey Mirvis
/s/ Jeffrey Mirvis	Director	June 9, 2025
/s/ Anil Shrivastava		Director	June 8, 2026
Jeffrey Mirvis
Anil Shrivastava
/s/ Anil Shrivastava	Director	June 9, 2025
/s/ Douglas Trussler		Director	June 8, 2026
Anil Shrivastava
Douglas Trussler
/s/ Douglas Trussler	Director	June 9, 2025
/s/ Barbara Whittaker		Director	June 8, 2026
Douglas Trussler
Barbara Whittaker
/s/ Patricia Warfield	Director	June 9, 2025
Patricia Warfield
/s/ Barbara Whittaker	Director	June 9, 2025
Barbara Whittaker

5861

MOTORCAR PARTS OF AMERICA, INC.

AND SUBSIDIARIES

CONTENTS

	Page
Reports of Independent Registered Public Accounting Firm	6063
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Comprehensive (Loss) Income	F-3
Consolidated Statements of Comprehensive Income (Loss)	F-3
Consolidated Statements of Shareholders’ Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6
Schedule II — Valuation and Qualifying Accounts	S-1

5962

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Motorcar Parts of America, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Motorcar Parts of America, Inc. and subsidiaries’ internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Motorcar Parts of America, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, ~~2025~~2026, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operations, comprehensive income (loss) ~~income~~, shareholders' equity and cash flows for each of the three years in the period ended March 31, ~~2025~~2026, and the related notes and financial statement schedule listed in the Index at Item 15a.(2) and our report dated June 98, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

/s/ Ernst & Young LLP

Los Angeles, California

June 98, ~~2025~~2026

6063

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Motorcar Parts of America, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Motorcar Parts of America, Inc. and subsidiaries (the Company) as of March 31, ~~2025~~2026 and ~~2024~~2025, the related consolidated statements of operations, comprehensive income (loss) ~~income~~, shareholders' equity and cash flows for each of the three years in the period ended March 31, ~~2025~~2026, and the related notes and financial statement schedule listed in the Index at Item 15a.(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, ~~2025~~2026 and ~~2024~~2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, ~~2025~~2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, ~~2025~~2026, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 98, ~~2025~~2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Marketing Allowances Description of the Matter As more fully described in Note 2 and Note 15 to the consolidated financial statements, revenue is recognized net of applicable marketing allowances. These marketing allowances vary by contract and can include (i) the issuance of specified credits against receivables, (ii) support for research or marketing efforts, (iii) discounts granted in connection with each individual shipment of product, and (iv) other marketing, research, store expansion or product development support. At March 31, ~~2025~~2026, marketing allowances recorded on the Company’s consolidated balance sheet ~~was~~were $1619,~~283~~616,000, which is presented within contract liabilities. Auditing the completeness of marketing allowances was complex due to the high volume of transactions processed by the Company and the variability of marketing allowances by contract.

6164

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the marketing allowances processes, including management’s review of contracts with customers containing marketing allowances, management’s review of the completeness and accuracy of data used in the marketing allowance accrual analysis at period end, and management’s review of credits issued to customers subsequent to the balance sheet date.

Our audit procedures to test the completeness of marketing allowances included, among others, reviewing significant contracts with customers, obtaining confirmations of contractual terms and conditions from a sample of the Company’s customers, and testing credits issued or payments made to customers subsequent to year-end. We tested the completeness and accuracy of data used in the calculation of the marketing allowance accrual by agreeing contractual terms to the underlying agreements. In addition, we evaluated the relationship between revenue and marketing allowances and assessed subsequent events to determine whether there was any new information that would require adjustments to the amounts recorded.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2007.

Los Angeles, California

June 98, ~~2025~~2026

6265

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

		March 31, 2025		March 31, 2024
		March 31, 2026		March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	914,~~429~~650,000	$	139,~~974~~429,000
Short-term investments		12,~~881~~028,000		1,~~837~~881,000
Accounts receivable — net		91112,~~064~~614,000		9691,~~296~~064,000
Inventory — net		~~341~~380,~~209~~603,000		~~377~~341,~~040~~209,000
Inventory unreturned		1816,~~460~~438,000		2018,~~288~~460,000
Contract assets		2934,~~606~~552,000		2729,~~139~~606,000
Income tax receivable		45,~~208~~241,000		54,~~683~~208,000
Prepaid expenses and other current assets		1517,~~614~~856,000		1815,~~202~~614,000
Total current assets		~~511~~583,~~471~~982,000		~~560~~511,~~459~~471,000
Plant and equipment — net		3130,~~990~~739,000		3831,~~338~~990,000
Operating lease assets		6663,~~603~~103,000		8366,~~973~~603,000
Deferred income taxes		4,~~569~~039,000		24,~~976~~569,000
Long-term contract assets		~~336~~331,~~268~~221,000		~~320~~336,~~282~~268,000
Goodwill		3,205,000		3,205,000
Intangible assets — net		~~552~~235,000		1552,~~069,~~000
Other assets		2,~~978~~913,000		12,~~700~~978,000
TOTAL ASSETS	$	~~957~~1,~~636~~019,437,000	$	1957,~~012~~636,~~002,~~000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~141~~167,~~906~~229,000	$	~~154~~141,~~977~~906,000
Accrued liabilities		3033,~~211~~270,000		30,~~205~~211,000
Customer finished goods returns accrual		3429,~~411~~923,000		3834,~~312~~411,000
Contract liabilities		3861,~~158~~201,000		3738,~~591~~158,000
Revolving loan		9094,~~787~~668,000		~~128~~90,~~000~~787,000
Other current liabilities		54,~~570~~348,000		75,~~021~~570,000
Operating lease liabilities		98,~~982~~957,000		89,~~319~~982,000
Total current liabilities		~~351~~399,~~025~~596,000		~~404~~351,~~425~~025,000
Convertible notes, related party		3538,~~207~~993,000		3035,~~776~~207,000
Contract liabilities, less current portion		~~241~~249,~~404~~108,000		~~212~~241,~~068~~404,000
Deferred income taxes		~~362~~425,000		~~511~~362,000
Operating lease liabilities, less current portion		6556,~~308~~969,000		7265,~~240~~308,000
Other liabilities		68,~~631~~336,000		6,~~872~~631,000
Total liabilities		~~699~~753,~~937~~427,000		~~726~~699,~~892~~937,000
Commitments and contingencies
Shareholders' equity:
Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none issued Series A junior participating preferred stock; par value $.01 per share, 20,000 shares authorized; none issued		-		-
Common stock; par value $.01 per share, 50,000,000 shares authorized;19,435,706 and 19,662,380 shares issued and outstanding at March 31, 2025 and 2024, respectively		194,000		197,000
Common stock; par value $.01 per share, 50,000,000 shares authorized; 18,924,818 and 19,435,706 shares issued and outstanding at March 31, 2026 and 2025, respectively		189,000		194,000
Additional paid-in capital		~~234~~226,~~413~~709,000		~~236~~234,~~255~~413,000
Retained earnings		2032,~~033~~427,000		3920,~~503~~033,000
Accumulated other comprehensive income		36,~~059~~685,000		93,~~155~~059,000
Total shareholders' equity		~~257~~266,~~699~~010,000		~~285~~257,~~110~~699,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	~~957~~1,~~636~~019,437,000	$	1957,~~012~~636,~~002,~~000

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

F-1

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

	Years Ended March 31,
		2025			2024			2023
		2026			2025			2024
Net sales	$	~~757~~789,~~354~~806,000		$	~~717~~757,~~684~~354,000		$	~~683~~717,~~074~~684,000
Cost of goods sold		~~603~~629,~~526~~905,000			~~585~~603,~~133~~526,000			~~569~~585,~~112~~133,000
Gross profit		~~153~~159,~~828~~901,000			~~132~~153,~~551~~828,000			~~113~~132,~~962~~551,000
Operating expenses:
General and administrative		6463,~~047~~303,000			5764,~~769~~047,000			5457,~~756~~769,000
Sales and marketing		2225,~~561~~491,000			22,~~481~~561,000			2122,~~729~~481,000
Research and development		1114,~~405~~196,000			911,~~995~~405,000			109,~~322~~995,000
Foreign exchange impact of lease liabilities and forward contracts		15(8,~~892~~924,000	)		(315,~~814~~892,000	)		(93,~~291~~814,000	)
Total operating expenses		~~113~~94,~~905~~066,000			86113,~~431~~905,000			7786,~~516~~431,000
Operating income		3965,~~923~~835,000			4639,~~120~~923,000			3646,~~446~~120,000
Other expenses:
Interest expense, net		5546,~~550~~696,000			6055,~~040~~550,000			3960,~~555~~040,000
Change in fair value of compound net derivative liability		60(1,130,000	)		(160,~~020,~~000	)		-(1,020,000	)
Loss on extinguishment of debt		-			~~168,000~~-			-168,000
Total other expenses		5545,~~610~~566,000			5955,~~188~~610,000			3959,~~555~~188,000
Loss before income tax expense		(15,687,000	)		(13,068,000	)		(3,109,000	)
Income (loss) before income tax expense		20,269,000			(15,687,000	)		(13,068,000	)
Income tax expense		37,~~783~~875,000			363,~~176~~783,000			136,~~098~~176,000
Net loss	$	(19,470,000	)	$	(49,244,000	)	$	(4,207,000	)
Net income (loss)	$	12,394,000		$	(19,470,000	)	$	(49,244,000	)
Basic net loss per share	$	(0.99	)	$	(2.51	)	$	(0.22	)
Basic net income (loss) per share	$	0.64		$	(0.99	)	$	(2.51	)
Diluted net loss per share	$	(0.99	)	$	(2.51	)	$	(0.22	)
Diluted net income (loss) per share	$	0.62		$	(0.99	)	$	(2.51	)
Weighted average number of shares outstanding:
Basic		19,~~685~~304,~~322~~105			19,~~601~~685,~~204~~322			19,~~340~~601,~~246~~204
Diluted		19,~~685~~979,~~322~~070			19,~~601~~685,~~204~~322			19,~~340~~601,~~246~~204

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

F-2

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

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

	Years Ended March 31,
		2025			2024			2023
		2026			2025			2024
Net loss	$	(19,470,000	)	$	(49,244,000	)	$	(4,207,000	)
Net income (loss)	$	12,394,000		$	(19,470,000	)	$	(49,244,000	)
Other comprehensive (loss) income, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation (loss) income		(6,096,000	)		9,458,000			4,763,000
Foreign currency translation income (loss)		3,626,000			(6,096,000	)		9,458,000
Total other comprehensive (loss) income, net of tax		(6,096,000	)		9,458,000			4,763,000
Total other comprehensive income (loss), net of tax		3,626,000			(6,096,000	)		9,458,000
Comprehensive (loss) income	$	(25,566,000	)	$	(39,786,000	)	$	556,000
Comprehensive income (loss)	$	16,020,000		$	(25,566,000	)	$	(39,786,000	)

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

F-3

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

	~~Common Stock~~	Common Stock
		Shares			Amount			Additional Paid-~~inCapital~~in ~~CommonStock~~Capital Common Stock			Retained Earnings			~~AccumulatedOtherComprehensive~~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		-			-			4,685,000			-			-			4,685,000
Exercise of stock options, net of shares withheld for employee taxes and net share settlement of exercise price		236,199			2,000			938,000			-			-			940,000
Issuance of common stock upon vesting of RSUs,net of shares withheld for employee taxes		153,665			2,000			(971,000	)		-			-			(969,000	)
Foreign currency translation		-			-			-			-			4,763,000			4,763,000
Net loss		-			-			-			(4,207,000	)		-			(4,207,000	)
Balance at March 31, 2023		19,494,615		$	195,000		$	231,836,000		$	88,747,000		$	(303,000	)	$	320,475,000
Compensation recognized under employee stock plans		-			-			4,700,000			-			-			4,700,000
Issuance of common stock upon vesting of RSUs,net of shares withheld for employee taxes		167,765			2,000			(281,000	)		-			-			(279,000	)
Issuance of common stock upon vesting of RSUs, net of shares withheld for employee taxes		167,765			2,000			(281,000	)		-			-			(279,000	)
Foreign currency translation		-			-			-			-			9,458,000			9,458,000
Net loss		-			-			-			(49,244,000	)		-			(49,244,000	)
Net income (loss)		-			-			-			(49,244,000	)		-			(49,244,000	)
Balance at March 31, 2024		19,662,380		$	197,000		$	236,255,000		$	39,503,000		$	9,155,000		$	285,110,000
Compensation recognized under employee stock plans		-			-			3,877,000			-			-			3,877,000
Issuance of common stock upon vesting of RSUs and PSUs,net of shares withheld for employee taxes		315,460			2,000			(892,000	)		-			-			(890,000	)
Issuance of common stock upon vesting of RSUs and PSUs, net of shares withheld for employee taxes		315,460			2,000			(892,000	)		-			-			(890,000	)
Repurchase and cancellation of common stock, including fees		(542,134	)		(5,000	)		(4,827,000	)		-			-			(4,832,000	)
Foreign currency translation		-			-			-			-			(6,096,000	)		(6,096,000	)
Net loss		-			-			-			(19,470,000	)		-			(19,470,000	)
Net income (loss)		-			-			-			(19,470,000	)		-			(19,470,000	)
Balance at March 31, 2025		19,435,706		$	194,000		$	234,413,000		$	20,033,000		$	3,059,000		$	257,699,000
Compensation recognized under employee stock plans		-			-			5,635,000			-			-			5,635,000
Exercise of stock options, net of shares withheld for employee taxes and net share settlement of exercise price		6,466			-			101,000			-			-			101,000
Issuance of common stock upon vesting of RSUs and PSUs, net of shares withheld for employee taxes		438,254			4,000			(2,098,000	)		-			-			(2,094,000	)
Repurchase and cancellation of common stock, including fees		(955,608	)		(9,000	)		(11,342,000	)		-			-			(11,351,000	)
Foreign currency translation		-			-			-			-			3,626,000			3,626,000
Net income (loss)		-			-			-			12,394,000			-			12,394,000
Balance at March 31, 2026		18,924,818		$	189,000		$	226,709,000		$	32,427,000		$	6,685,000		$	266,010,000

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

F-4

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	Years Ended March 31,
		2025			2024			2023
		2026			2025			2024
Cash flows from operating activities:
Net loss	$	(19,470,000	)	$	(49,244,000	)	$	(4,207,000	)
Net income (loss)	$	12,394,000		$	(19,470,000	)	$	(49,244,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		9,~~923~~453,000			109,~~544~~923,000			10,~~984~~544,000
Amortization of intangible assets		~~477~~335,000			1477,~~075,~~000			1,~~460~~075,000
Amortization of debt issuance costs		2,~~222~~452,000			2,~~165~~222,000			~~663~~2,165,000
Amortization of interest on contract liabilities, net		749,000			~~933~~749,000			~~940~~933,000
Accrued interest on convertible notes, related party		3,~~521~~873,000			3,~~200~~521,000			93,200,000
Loss on extinguishment of debt		-			~~168,000~~-			-168,000
Amortization of core premiums paid to customers		910,~~826~~797,000			109,~~181~~826,000			1110,~~113~~181,000
Amortization of finished goods premiums paid to customers		~~912~~1,104,000			~~782~~912,000			~~678~~782,000
Non-cash lease expense		910,~~540~~325,000			109,~~255~~540,000			810,~~348~~255,000
Foreign exchange impact of lease liabilities and forward contracts		15(8,~~892~~924,000	)		(315,~~814~~892,000	)		(93,~~291~~814,000	)
Foreign currency remeasurement		2(949,~~262,~~000	)		652,262,000			165,~~408,~~000
Change in fair value of compound net derivative liability		60(1,130,000	)		(160,~~020,~~000	)		-(1,020,000	)
(Gain) loss on short-term investments		(105,000	)		(347,000	)		181,000
Gain on short-term investments		(252,000	)		(105,000	)		(347,000	)
Net provision for inventory reserves		159,~~009~~891,000			1615,~~233~~009,000			1816,~~851~~233,000
Net provision for customer payment discrepancies		1570,~~507,~~000			1,~~452~~507,000			21,~~112~~452,000
Net provision for (recovery of) doubtful accounts		4294,000			~~(133~~42,000	)		~~108~~(133,000	)
Deferred income taxes		(1548,~~805,~~000	)		29(1,~~564~~805,000	)		(529,~~207~~564,000	)
Share-based compensation expense		35,~~877~~635,000			43,~~700~~877,000			4,~~685~~700,000
Loss on disposal of plant and equipment		543,000			95,000			179,000
Change in operating assets and liabilities:
Accounts receivable		2(21,~~407~~625,000	)		222,~~687~~407,000			~~(37~~22,~~176~~687,000	)
Inventory		19(48,~~615~~596,000	)		~~(53~~19,~~585~~615,000	)		10(53,~~423~~585,000	)
Inventory unreturned		12,~~723~~099,000			(31,~~666~~723,000	)		(13,~~531~~666,000	)
Income tax receivable		1(974,~~450,~~000	)		(31,~~501~~450,000	)		(23,~~030~~501,000	)
Prepaid expenses and other current assets		(21,~~259~~377,000	)		3(2,~~100~~259,000	)		(23,~~906~~100,000	)
Other assets		(1327,~~509,~~000	)		(~~601~~1,509,000	)		~~435~~(601,000	)
Accounts payable and accrued liabilities		~~(13~~27,~~280~~426,000	)		47(13,~~264~~280,000	)		~~(23~~47,~~757~~264,000	)
Customer finished goods returns accrual		(34,~~676~~596,000	)		~~222~~(3,676,000	)		~~(201~~222,000	)
Contract assets, net		(2911,~~981~~277,000	)		(1429,~~221~~981,000	)		(1714,~~560~~221,000	)
Contract liabilities, net		29,~~381~~746,000			1429,~~664~~381,000			1714,~~719~~664,000
Operating lease liabilities		(910,~~088~~195,000	)		(89,~~702~~088,000	)		(78,~~141~~702,000	)
Other liabilities		(31,~~750~~192,000	)		(13,~~257~~750,000	)		(~~881~~1,257,000	)
Net cash provided by (used in) operating activities		45,477,000			39,172,000			(21,754,000	)
Net cash provided by operating activities		19,158,000			45,477,000			39,172,000
Cash flows from investing activities:
Purchase of plant and equipment		(43,~~578~~696,000	)		(14,~~000~~578,000	)		(41,~~201~~000,000	)
Proceeds from sales of plant and equipment		~~49,000~~-			-49,000			-
Redemptions of short-term investments		60,000			521,000			10,000
Redemptions of short term investments		106,000			60,000			521,000
Net cash used in investing activities		(43,~~469~~590,000	)		(~~479~~4,469,000	)		(4479,~~191,~~000	)
Cash flows from financing activities:
Borrowings under revolving loan		~~541~~730,~~423~~776,000			82541,~~005~~423,000			6582,~~000~~005,000
Repayments under revolving loan		(~~578~~726,~~636~~895,000	)		(99578,~~205~~636,000	)		(7499,~~800~~205,000	)
Repayments of term loan		-			~~(13,125,000~~-	)		(313,~~750~~125,000	)
Proceeds from issuance of convertible notes, related party		-			-			32,000,000
Payments for debt issuance costs		-			(15,000	)		(3,973,000	)
Payments for debt issuance costs		(15,000	)		(3,973,000	)		(1,716,000	)
Payments on finance lease obligations		(1,517,000	)		(1,705,000	)		(1,862,000	)
Payments on finance lease obligations		(1,705,000	)		(1,862,000	)		(2,397,000	)
Exercise of stock options		101,000			-			-
Exercise of stock options		-			-			940,000
Cash used to net share settle equity awards		(2,094,000	)		(890,000	)		(279,000	)
Cash used to net share settle equity awards		(890,000	)		(279,000	)		(969,000	)
Repurchase of common stock, including fees		(11,351,000	)		(4,832,000	)		-
Repurchase of common stock, including fees		(4,832,000	)		-			-
Net cash used in financing activities		(10,980,000	)		(44,655,000	)		(36,439,000	)
Net cash (used in) provided by financing activities		(44,655,000	)		(36,439,000	)		14,308,000
Effect of exchange rate changes on cash and cash equivalents		633,000			(898,000	)		124,000
Effect of exchange rate changes on cash and cash equivalents		(898,000	)		124,000			217,000
Net increase (decrease) in cash and cash equivalents		5,221,000			(4,545,000	)		2,378,000
Net (decrease) increase in cash and cash equivalents		(4,545,000	)		2,378,000			(11,420,000	)
Cash and cash equivalents — Beginning of year		9,429,000			13,974,000			11,596,000
Cash and cash equivalents — Beginning of year		13,974,000			11,596,000			23,016,000
Cash and cash equivalents — End of year	$	14,650,000		$	9,429,000		$	13,974,000
Cash and cash equivalents — End of year	$	9,429,000		$	13,974,000		$	11,596,000
Supplemental disclosures of cash flow information:
Cash paid for interest, net	$	4839,~~724~~807,000		$	5348,~~797~~724,000		$	3753,~~772~~797,000
Cash paid for income taxes, net of refunds		58,~~858~~080,000			95,~~558~~858,000			149,~~198~~558,000
Cash paid for operating leases		1314,~~356~~363,000			13,~~358~~356,000			1213,~~055~~358,000
Cash paid for finance leases		1,~~896~~814,000			21,~~081~~896,000			2,~~659~~081,000
Plant and equipment acquired under finance lease		12,~~412~~821,000			~~745~~1,412,000			1745,~~246,~~000
Assets acquired under operating leases		3550,~~972,~~000			13,~~603~~972,000			71,~~832~~603,000
Non-cash capital expenditures		80477,000			1680,000			616,000
Debt issuance costs included in accounts payable and accrued liabilities		-			-			476,000

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

F-5

MOTORCAR PARTS OF AMERICA, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. Company Background and Organization

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

The Company primarily ships its products from its facilities, ~~including the Company’s 410,000 square foot distribution center in Tijuana, Mexico,~~ and various third-party warehouse distribution centers in North America~~. In addition~~, ~~during~~including the ~~year~~Company’s ~~ended~~410,000 ~~March~~square ~~31,~~foot ~~2025,~~distribution ~~the~~center ~~Company~~in ~~added~~Mexico aand ~~new~~its ~~warehousing~~warehouse and distribution ~~facility~~center in Malaysia tothat ~~support~~supports its ~~future~~ direct shipment programs.

2. Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements

~~Reportable~~Improvements ~~Segment~~to Income Tax Disclosures

In ~~November~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-0709, Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures (Topic ~~280~~740). This standard requires the Company to ~~disclose~~provide ~~significant~~further ~~segment~~disaggregated ~~expenses~~income ~~that~~tax ~~are~~disclosures ~~regularly~~for ~~provided~~specific tocategories on the ~~chief~~effective ~~operating~~tax ~~decision~~rate ~~maker~~reconciliation, ~~(“CODM”)~~as ~~and~~well ~~are~~as ~~included~~additional ~~within~~information ~~each~~about ~~reported~~federal, ~~measure~~state/local ofand ~~segment~~foreign ~~operating~~income ~~results~~taxes. The standard also requires the Company to annually disclose ~~the~~its ~~total~~income ~~amount~~taxes ofpaid ~~any~~(net ~~other items included in segment operating results, which were not deemed to be significant expenses for separate disclosure, along with a qualitative description~~ of ~~the~~refunds ~~composition of these other items. In addition~~received), ~~the~~disaggregated ~~standard~~by also requires disclosure of the CODM’s title and position, as well as detail on how the CODM uses the reported measure of segment operating results to evaluate segment performance and allocate resourcesjurisdiction. ~~The standard also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements.~~ This guidance is effective for fiscal years beginning after December 15, ~~2023~~2024, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within~~permitted. ~~fiscal~~The ~~years~~standard ~~beginning~~is ~~after~~to ~~December~~be ~~15,~~applied ~~2024~~on a prospective basis, ~~with~~although ~~early~~optional ~~adoption~~retrospective application is permitted. The ~~adoption~~Company ofadopted this ~~guidance~~standard on a prospective basis as of March 31, ~~2025~~2026, ~~increased~~which expanded the Company’s income tax disclosures (see Note 2017) ~~but did not have any material effect on its consolidated financial statements~~.

Accounting Pronouncements Not Yet Adopted

Disclosure Improvements

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

F-6

Improvements to Income Tax Disclosures

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

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) (Subtopic 220-40). This standard requires the Company to disclose, in the footnotes at each interim and annual reporting period, information about expenses by the nature of the expense in addition to certain disclosures about selling expenses. Entities are required to include the following relevant expense captions: (i) purchase of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion and amortization recognized as part of oil and gas producing activities. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027., ~~Early~~with early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

Debt with Conversion and Other Options

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which seeks to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years., ~~Early~~with early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

Measurement of Credit Losses

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. This guidance is effective for annual periods beginning after December 15, 2025, including interim reporting periods within those fiscal years, with early adoption permitted. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and disclosures.

Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the recognition and disclosure guidance for internal-use software costs, removing the previous software development stage model with a probable-to-complete recognition threshold. This guidance is effective for annual periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and disclosures.

Interim Reporting

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which improves the navigability of the guidance in ASC 270, Interim Reporting, and clarifies when it applies. Under this guidance, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. This guidance is effective for annual periods beginning after December 15, 2027, including interim reporting periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and disclosures.

F-7

Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP. The update represents changes to the Accounting Standards Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. This guidance is effective for annual periods beginning after December 15, 2026, including interim reporting periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements and disclosures.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Motorcar Parts of America, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated.

Segment Reporting

The Company’s three operating segments are as follows:

●

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

The Company’s Hard Parts operating segment meets the criteria of a reportable segment. The Test Solutions and Diagnostic Equipment and Heavy Duty segments are not material, and are not required to be separately reported. See Note 20 for more information.

F-7

Table of Contents

Cash and Cash Equivalents

Cash primarily consists of cash on hand and bank deposits. Cash equivalents consist of money market funds. The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions.

F-8

Accounts Receivable

The Company’s accounts receivable are recorded at amortized cost less an allowance for credit losses that are not expected to be recovered. The net amount of accounts receivable and corresponding allowance for credit losses are presented in the consolidated balance sheets. The Company maintains allowances for credit losses resulting from the expected failure or inability of its customers to make required payments. The Company does not require collateral for accounts receivable. 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 has accounts receivable discount programs that have been established with certain major customers and their respective banks. Under these programs, the Company has the option to sell those customers’ receivables to those banks at a discount to be agreed upon at the time the receivables are sold. Once the customer chooses which outstanding invoices are going to be made available for discounting, the Company can accept or decline the bundle of invoices provided. The accounts receivable discount programs are non-recourse, and funds cannot be reclaimed by the customer or its bank after the related invoices have been discounted.

Inventory

Inventory is comprised of: (i) Used Core and component raw materials, (ii) work-in-process, (iii) remanufactured finished goods and purchased finished goods.

Used Core, component raw materials, and purchased finished goods are stated at the lower of average cost or net realizable value.

Remanufactured finished goods include: (i) the Used Core cost and (ii) the cost of component raw materials, and allocations of labor and variable and fixed overhead costs (the “Unit Cost”). The allocations of labor and variable and fixed overhead costs are based on the actual use of the production facilities over the prior 12 months which approximates normal capacity. This method prevents the distortion in allocated labor and overhead costs that would occur during short periods of abnormally low or high production. In addition, the Company excludes certain unallocated overhead such as severance costs, duplicative facility overhead costs, start-up costs, training, and spoilage from the calculation and expenses these unallocated overhead costs as period costs. Purchased finished goods also include an allocation of fixed overhead costs.

F-8

Table of Contents

The estimate of net realizable value is subjective and based on management’s judgment and knowledge of current industry demand and management’s projections of industry demand. The estimates may, therefore, be revised if there are changes in the overall market for the Company’s products or market changes that in management’s judgment impact its ability to sell or liquidate potentially excess or obsolete inventory. Net realizable value is determined at least quarterly as follows:

●

Net realizable value for finished goods by customer, by product line are determined based on the agreed upon selling price with the customer for a product in the trailing 12 months. The Company compares the average selling price, including any discounts and allowances, to the finished goods cost of on-hand inventory, less any reserve for excess and obsolete inventory. Any reduction of value is recorded as cost of goods sold in the period in which the revaluation is identified.

●

Net realizable value for Used Cores are determined based on current core purchase prices from core brokers to the extent that core purchases in the trailing 12 months are significant. Remanufacturing consumes, on average, more than one Used Core for each remanufactured unit produced since not all Used Cores are reusable. The yield rates depend upon both the product and consumer specifications. The Company purchases Used Cores from core brokers to supplement its yield rates and Used Cores not returned under the core exchange programs. The Company also considers the net selling price its customers have agreed to pay for Used Cores that are not returned under its core exchange programs to assess whether Used Core cost exceeds Used Core net realizable value on a by customer, by product line basis. Any reduction of core cost is recorded as cost of goods sold in the period in which the revaluation is identified.

F-9

●

The Company records an allowance for potentially excess and obsolete inventory based upon recent sales history, the quantity of inventory on-hand, and a forecast of potential use of the inventory. The Company periodically reviews inventory to identify excess quantities and part numbers that are experiencing a reduction in demand. Any part numbers with quantities identified during this process are reserved for at rates based upon management’s judgment, historical rates, and consideration of possible scrap and liquidation values which may be as high as 100% of cost if no liquidation market exists for the part. As a result of this process, the Company recorded reserves for excess and obsolete inventory of $1819,~~964~~002,000 and $1718,~~372~~964,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. ~~This increase in the reserve was primarily due to excess inventory of certain finished goods on hand at March 31, 2025 compared with March 31, 2024.~~

The Company records vendor discounts as a reduction of inventories and are recognized as a reduction to cost of ~~sales~~goods sold as the inventories are sold.

Inventory Unreturned

Inventory unreturned represents the Company’s estimate, based on historical data and prospective information provided directly by the customer, of finished goods shipped to customers that the Company expects to be returned under its general right of return policy, after the balance sheet date. Inventory unreturned includes only the Unit Cost of a finished good. The return rate is calculated based on expected returns within the normal operating cycle, which is generally one year. As such, the related amounts are classified inas current assets. Inventory unreturned is valued in the same manner as the Company’s finished goods inventory.

Contract Assets

Remanufactured Cores held at customers’ locations as a part of the finished goods sold to the customer are classified as long-term contract assets. These assets are valued at the lower of cost or net realizable value of Used Cores on hand (see Inventory above). For these Remanufactured Cores, the Company expects the finished good containing the Remanufactured Core to be returned under the Company’s general right of return policy or a similar Used Core to be returned to the Company by the customer, under the Company’s core exchange programs, in each case for credit. The Remanufactured Cores and Used Cores returned by consumers to the Company’s customers but not yet returned to the Company are classified as “Cores expected to be returned by customers”, which are included in short-term contract assets until the Company physically receives them during its normal operating cycle, which is generally one year.

F-9

Table of Contents

The Remanufactured Cores and Used Cores returned by consumers to the Company’s customers but not yet returned to the Company are classified as “Cores expected to be returned by customers”, which are included in short-term contract assets until the Company physically receives them during its normal operating cycle, which is generally one year.

Upfront payments to customers represent marketing allowances, such as sign-on bonuses, slotting fees, and promotional allowances provided by the Company to its customers. These allowances are recognized as an asset and amortized over the appropriate period of time as a reduction of revenue if the Company expects to generate future revenues associated with the upfront payment. If the Company does not expect to generate additional revenue, then the upfront payment is recognized in the consolidated statements of operations when payment occurs as a reduction of revenue. Upfront payments expected to be amortized during the Company’s normal operating cycle, which is generally one year, are classified as short-term contract assets.

Core premiums paid to customers represent the difference between the Remanufactured Core acquisition price paid to customers, generally in connection with new business, and the related Used Core cost. The core premiums are treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. The Company considers, among other things, the length of its largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. These core premiums are amortized over a period typically ranging from six to eight years, adjusted for specific circumstances associated with the arrangement. Core premiums are recorded as long-term contract assets. Core premiums expected to be amortized within the Company’s normal operating cycle, which is generally one year, are classified as short-term contract assets.

Finished goods premiums paid to customers represent the difference between the finished good acquisition price paid to customers, generally in connection with new business, and the related finished good cost, which is treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. The Company considers, among other things, the length of its largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. Finished goods premiums are amortized over a period typically ranging from six to eight years, adjusted for specific circumstances associated with the arrangement. Finished goods premiums are recorded as long-term contract assets. Finished goods premiums expected to be amortized within our normal operating cycle, which is generally one year, are classified as short-term contract assets.

Long-term core inventory deposits represent the cost of Remanufactured Cores the Company has purchased from customers, which are held by the customers and remain on the customers’ premises. The costs of these Remanufactured Cores were established at the time of the transaction based on the then current cost. The selling value of these Remanufactured Cores was established based on agreed upon amounts with these customers. The Company expects to realize the selling value and the related cost of these Remanufactured Cores should its relationship with a customer end, a possibility that the Company considers remote based on existing long-term customer agreements and historical experience.

Customer Finished Goods Returns Accrual

The customer finished goods returns accrual represents the Company’s estimate of its exposure to customer returns, including warranty returns, under its general right of return policy to allow customers to return items that their end user customers have returned to them and from time to time, stock adjustment returns when the customers’ inventory of certain product lines exceeds the anticipated sales to end-user customers. The customer finished goods returns accrual represents the Unit Value of the estimated returns and is classified as a current liability due to the expectation that these returns will occur within the normal operating cycle of one year.

F-10

Finished goods premiums paid to customers represent the difference between the finished good acquisition price paid to customers, generally in connection with new business, and the related finished good cost, which is treated as an asset and recognized as a reduction of revenue through the later of the date at which related revenue is recognized or the date at which the sales incentive is offered. The Company considers, among other things, the length of its largest ongoing customer relationships, duration of customer contracts, and the average life of vehicles on the road in determining the appropriate period of time over which to amortize these premiums. Finished goods premiums are amortized over a period of up to eight years, adjusted for specific circumstances associated with the arrangement. Finished goods premiums are recorded as long-term contract assets. Finished goods premiums expected to be amortized within our normal operating cycle, which is generally one year, are classified as short-term contract assets.

Income Taxes

The Company accounts for income taxes using the liability method, which measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The resulting asset or liability is adjusted to reflect changes in the tax laws as they occur. A valuation allowance is provided to reduce deferred tax assets when it is more likely than not that a portion of the deferred tax asset will not be realized.

The primary components of the Company’s income tax expense were (i) federal income taxes, (ii) state income taxes, (iii) change in realizable deferred tax items, (iv) foreign income taxed at rates that are different from the federal statutory rate, and (v) impact of the non-deductible executive compensation under Internal Revenue Code Section 162(m).

Realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. The Company makes these estimates and judgments about its future taxable income based on assumptions that are consistent with the Company’s future plans. A valuation allowance is established when the Company believes it is not more likely than not all or some deferred tax assets will be realized. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. At March 31, ~~2025~~2026 and ~~2024~~2025, the Company had a valuation allowance on deferred tax assets that is considered not more likely than not to be realized under U.S. GAAP. Should the actual amount differ from the Company’s estimate, the amount of the valuation allowance could be impacted.

The Company has made an accounting policy election to recognize the U.S. tax effects of global intangible low-taxed income as a component of income tax expense in the period the tax arises.

Plant and Equipment

Plant and equipment are stated at cost, less accumulated depreciation. The cost of additions and improvements are capitalized, while maintenance and repairs are charged to expense when incurred. Depreciation is provided on a straight-line basis in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives. Machinery and equipment are depreciated over a range from five to ten years. Office equipment and fixtures are depreciated over a range from three to ten years. Leasehold improvements are depreciated over the lives of the respective leases or the service lives of the leasehold improvements, whichever is shorter. Depreciation of assets recorded under finance leases is included in depreciation expense. The Company evaluates plant and equipment, including leasehold improvements, equipment, construction in progress, and right-of-use assets for impairment whenever events or circumstances indicate that the carrying value of an asset or asset group may not be recoverable. There was no impairment recorded during the years ended March 31, ~~2025~~2026, ~~2024~~2025, or ~~2023~~2024.

Leases

The Company determines if an arrangement contains a lease at inception. Lease assets and lease liabilities are recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease. Certain of the Company’s leases include options to extend the leases for up to five years. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that it will exercise the option, the option is considered in determining the classification and measurement of the lease. The lease assets are recorded net of any lease incentives received. The Company exempts leases with an initial term of 12 months or less from balance sheet recognition and, for all classes of assets, combines non-lease components with lease components. Lease assets are tested for impairment in the same manner as long-lived assets used in operations.

F-11

Leases

The Company uses its incremental borrowing rate for each of its leases in determining the present value of its expected lease payments based on the information available at the lease commencement date as the rate implicit for each of its leases is not readily detainable. The Company’s incremental borrowing rate is determined by analyzing and combining (i) an applicable risk-free rate, (ii) a financial spread adjustment, and (iii) any lease specific adjustment. Certain leases contain provisions for property-related costs that are variable in nature for which the Company is responsible, including common area maintenance and other property operating services, which are expensed as incurred and not included in the determination of lease assets and lease liabilities. These costs are calculated based on a variety of factors including property values, tax and utility rates, property services fees, and other factors. The Company records rent expense for operating leases, some of which have escalating rent payments, on a straight-line basis over the lease term.

The Company has material non-functional currency leases. As required for other monetary liabilities, lessees shall remeasure a foreign currency-denominated lease liability using the exchange rate at each reporting date, but the lease assets are nonmonetary assets measured at historical rates, which are not affected by subsequent changes in the exchange rates. The Company recorded a ~~loss~~gain of $116,~~713~~409,000, ~~and~~a ~~gains~~loss of $511,~~187~~713,000, and a gain of $65,~~515~~187,000 during the years ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, respectively, which are included in foreign exchange impact of lease liabilities and forward contracts in the consolidated statements of operations. See Note 10 for additional information regarding the Company’s leases.

Goodwill

The Company evaluates goodwill for impairment at least annually during the fourth quarter of each fiscal year or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The goodwill impairment test is performed at the reporting unit level, which represents the Company’s operating segments. In testing for goodwill impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company’s qualitative assessment indicates that goodwill impairment is more likely than not, it will proceed with performing the quantitative assessment. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired. If the carrying value of the reporting unit exceeds its fair value an impairment loss will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. The Company completes the required annual testing of goodwill impairment for each of the reporting units during the fourth quarter of the year. No impairment was recorded during the years ended March 31, ~~2025~~2026, ~~2024~~2025, or ~~2023~~2024.

Intangible Assets

The Company’s intangible assets other than goodwill are finite–lived and amortized on a straight-line basis over their respective useful lives. The Company analyzes its finite-lived intangible assets for impairment when and if indicators of impairment exist. No impairment was recorded during the years ended March 31, ~~2025~~2026, ~~2024~~2025 or ~~2023~~2024.

Debt Issuance Costs

Debt issuance costs include fees and costs incurred to obtain financing. Debt issuance costs related to the Company’s convertible notes are presented in the balance sheet as a direct deduction from carrying amounts of the convertible notes. Debt issuance costs related to the Company’s revolving loan are presented in prepaid expenses and other current assets in the accompanying consolidated balance sheets, regardless of whether or not there are any outstanding borrowings under the revolving loan. Debt issuance costs related to the Company’s convertible notes are amortized using the effective interest method and debt issuance costs related to the Company’s revolving loans are amortized using the straight-line method, which approximates the effective interest method. Debt issuance costs are amortized over the term of the related loans and included in interest expense in the Company’s consolidated statements of operations.

Foreign Currency Translation

For financial reporting purposes, the functional currency of the foreign subsidiaries is the local currency. The assets and liabilities of foreign operations for which the local currency is the functional currency are translated into the U.S. dollar at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates during the year. The accumulated foreign currency translation adjustment is presented as a component of comprehensive income or loss in the consolidated statements of shareholders’ equity. Aggregate foreign currency transactions recorded in general and administrative expenses were a loss of $2,987,000, a gain of $515,000, and a loss of $1,401,000, for the years ended March 31, 2025, 2024, and 2023, respectively.

F-12

Debt Issuance Costs

Debt issuance costs include fees and costs incurred to obtain financing. Debt issuance costs related to the Company’s convertible notes are presented in the balance sheet as a direct deduction from the carrying amounts of the convertible notes. Debt issuance costs related to the Company’s revolving loan are presented in prepaid expenses and other current assets in the accompanying consolidated balance sheets, regardless of whether or not there are any outstanding borrowings under the revolving loan. Debt issuance costs related to the Company’s convertible notes are amortized using the effective interest method and debt issuance costs related to the Company’s revolving loans are amortized using the straight-line method, which approximates the effective interest method. Debt issuance costs are amortized over the term of the related loans and included in interest expense in the Company’s consolidated statements of operations.

Foreign Currency Translation

For financial reporting purposes, the functional currency of the foreign subsidiaries is the local currency. The assets and liabilities of foreign operations for which the local currency is the functional currency are translated into the U.S. dollar at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average exchange rates during the year. The accumulated foreign currency translation adjustment is presented as a component of comprehensive income or loss in the consolidated statements of shareholders’ equity. Aggregate foreign currency transactions recorded in general and administrative expenses were a gain of $494,000, a loss of $2,987,000, and a gain of $515,000 for the years ended March 31, 2026, 2025, and 2024, respectively.

Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with the Company’s customers are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Revenue is recognized net of all anticipated returns, marketing allowances, volume discounts, and other forms of variable consideration. Revenue is recognized either when products are shipped or when delivered, depending on the applicable contract terms.

The price of a finished remanufactured product sold to customers is generally comprised of separately invoiced amounts for the Remanufactured Core included in the product (“Remanufactured Core value”) and the unit portion included in the product (“Unit Value”), for which revenue is recorded based on ~~our~~the Company’s then current price list, net of applicable discounts and allowances. The Remanufactured Core value is recorded as revenue based upon the estimate of Used Cores that will not be returned by the customer for credit. These estimates are subjective and based on management’s judgment and knowledge of historical, current, and projected return rates. As reconciliations are completed with the customers the actual rates at which Used Cores are not being returned may differ from the current estimates. This may result in periodic adjustments of the estimated contract asset and liability amounts recorded and may impact the projected revenue recognition rates used to record the estimated future revenue. These estimates may also be revised if there are changes in contractual arrangements with customers, or changes in business practices. A significant portion of the remanufactured automotive parts sold to customers are replaced by similar Used Cores sent back for credit by customers under the core exchange programs (as described in further detail below). The number of Used Cores sent back under the core exchange programs is generally limited to the number of similar Remanufactured Cores previously shipped to each customer.

Revenue Recognition — Core Exchange Programs

Full price Remanufactured Cores: When remanufactured products are shipped, certain customers are invoiced for the Remanufactured Core value of the product at the full Remanufactured Core sales price. For these Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange programs. The remainder of the full price Remanufactured Core value invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as the Company expects these Remanufactured Cores to be returned for credit under its core exchange programs.

F-13

Nominal price Remanufactured Cores: Certain other customers are invoiced for the Remanufactured Core value of the product shipped at a nominal (generally $0.01 or less) Remanufactured Core price. For these nominal Remanufactured Cores, revenue is only recognized based upon an estimate of the rate at which these customers will pay cash for Remanufactured Cores in lieu of sending back similar Used Cores for credits under the core exchange programs. Revenue amounts are calculated based on contractually agreed upon pricing for these Remanufactured Cores for which the customers are not returning similar Used Cores. The remainder of the nominal price Remanufactured Core value invoiced to these customers is established as a long-term contract liability rather than being recognized as revenue in the period the products are shipped as the Company expects these Remanufactured Cores to be returned for credit under its core exchange programs.

Revenue Recognition; General Right of Return

F-13

Table of Contents

As is standard in the industry, the Company only accepts returns from on-going customers. If a customer ceases doing business with the Company, it has no further obligation to accept additional product returns from that customer. Similarly, the Company accepts product returns and grants appropriate credits to new customers from the time the new customer relationship is established.

Shipping Costs

The Company includes shipping and handling charges in the gross invoice price to customers and classifies the total amount as revenue. All shipping and handling costs are expensed as cost of sales as inventory is sold.

Contract Liability

Customer allowances earned includes all marketing allowances provided to customers. Such allowances include sales incentives and concessions. Voluntary marketing allowances related to a single exchange of product are recorded as a reduction of revenues at the time the related revenues are recorded or when such incentives are offered. Other marketing allowances, which may only be applied against future purchases, are recorded as a reduction to revenues in accordance with a schedule set forth in the relevant contract. Sales incentive amounts are recorded based on the value of the incentive provided. See Note 15 for a description of all marketing allowances. Customer allowances to be provided to customers within the Company’s normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Accrued core payments represent the ~~sales~~agreed upon price of Remanufactured Cores purchased from customers, generally in connection with new business, which are held by these customers and remain on their premises. The sales price of these Remanufactured Cores will be realized when the Company’s relationship with a customer ends, a possibility that the Company considers remote based on existing long-term customer agreements and historical experience. The payments to be made to customers for purchases of Remanufactured Cores within the Company’s normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Customer core returns accruals represent the full and nominally priced Remanufactured Cores shipped to the Company’s customers. When the Company ships the product, it recognizes an obligation to accept a similar Used Core sent back under the core exchange programs based upon the Remanufactured Core price agreed upon by the Company and its customer. The Contract liability related to Used Cores returned by consumers to the Company’s customers but not yet returned to the Company are classified as short-term contract liabilities until the Company physically receives these Used Cores as they are expected to be returned during the Company’s normal operating cycle, which is generally one year and the remainder are recorded as long-term contract liabilities.

The core bank liability represents the full Remanufactured Core sales price paid for cores returned under the core exchange programs. The payment for these cores are made over a contractual repayment period pursuant to the Company’s agreement with this customer. Payments to be made within the Company’s normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

F-14

Finished goods liabilities represents the agreed upon price of finished goods purchased from customers, generally in connection with new business. The payment for these finished goods are made over a contractual repayment period pursuant to the Company’s agreement with the customer. Payments to be made within the Company’s normal operating cycle, which is generally one year, are considered short-term contract liabilities and the remainder are recorded as long-term contract liabilities.

Customer deposits represent the receipt of prepayments from customers for the obligation to transfer goods or services in the future. The Company classifies these customer deposits as short-term contract liabilities as the Company expects to satisfy these obligations within its normal operating cycle, which is generally one year.

Customer Finished Goods Returns Accrual

The customer finished goods returns accrual represents the Company’s estimate of its exposure to customer returns, including (i) warranty returns, under its general right of return policy to allow customers to return items that their end user customers have returned to them and (ii) from time to time, stock adjustment returns when the customers’ inventory of certain product lines exceeds the anticipated sales to end-user customers. The customer finished goods returns accrual represents the Unit Value of the estimated returns and is classified as a current liability due to the expectation that these returns will occur within the normal operating cycle of one year.

Advertising Costs

The Company expenses all advertising costs as incurred. Advertising expenses for the years ended March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024 were $~~435~~1,041,000, $~~614~~435,000, and $~~606~~614,000, respectively.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share includes the effect, if any, from the potential exercise or conversion of securities, such as stock options, warrants, and Convertible Notes (as defined in Note 8), which would result in the issuance of incremental shares of common stock to the extent such impact is not anti-dilutive. 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 income (loss) per share.

The following presents a reconciliation of basic and diluted net loss per share.

	Years Ended March 31,
		2025			2024			2023
Net loss	$	(19,470,000	)	$	(49,244,000	)	$	(4,207,000	)
Basic shares		19,685,322			19,601,204			19,340,246
Effect of dilutive shares		-			-			-
Diluted shares		19,685,322			19,601,204			19,340,246
Net loss per share:
Basic net loss per share	$	(0.99	)	$	(2.51	)	$	(0.22	)
Diluted net loss per share	$	(0.99	)	$	(2.51	)	$	(0.22	)

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 per share. For the years ended March 31, 2025, 2024, and 2023, there were 2,323,321, 2,122,863, and 1,854,795, respectively, of potential common shares not included in the calculation of diluted net loss per share because their effect was anti-dilutive.

In addition, for the years ended March 31, 2025, 2024, and 2023, there were 2,493,963, 1,693,778, and 5,846, respectively, of potential common shares not included in the calculation of diluted net loss per share under the “if-converted” method for the Convertible Notes because their effect was anti-dilutive. The potential common shares related to the Warrants (as defined below) issued in connection with the Convertible Notes (see Note 8) are anti-dilutive until they become exercisable and as of March 31, 2025, the Warrants were not exercisable.

F-15

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


	Years Ended March 31,
		2026		2025			2024
Net income (loss)	$	12,394,000	$	(19,470,000	)	$	(49,244,000	)

Basic shares		19,304,105		19,685,322			19,601,204
Dilutive effect of share-based awards		674,965		-			-
Diluted shares		19,979,070		19,685,322			19,601,204
Net income (loss) per share:
Basic net income (loss) per share	$	0.64	$	(0.99	)	$	(2.51	)
Diluted net income (loss) per share	$	0.62	$	(0.99	)	$	(2.51	)

Anti-dilutive shares (excluded from per-share calculations):
Outstanding share-based awards		982,116		2,323,321			2,122,863
Dilutive effect of Convertible Notes under the "if-converted" method		2,743,359		2,493,963			1,693,778

The potential common shares related to the Warrants (as defined below) issued in connection with the Convertible Notes (see Note 8) are anti-dilutive until they become exercisable and as of March 31, 2026, the Warrants were not exercisable.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. On an on-going basis, the Company evaluates its estimates, including allowances for credit losses, valuation of inventory and Used Cores, valuation of long-lived assets, goodwill and intangible assets, useful lives of long-lived assets, litigation matters, valuation of deferred tax assets, share-based compensation, sales returns and other customer marketing allowances, the incremental borrowing rate used in determining the present value of lease liabilities, and valuation of the embedded derivatives in connection with the ~~convertible~~Convertible ~~notes~~Notes (as defined in Note 8). Although the Company does not believe that there is a reasonable likelihood that there will be a material change in the future estimate or in the assumptions used in calculating the estimate, unforeseen changes in the industry, or business could materially impact the estimate and may have a material adverse effect on its business, financial condition and results of operations.

Financial Instruments

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 amount of short-term investments approximates their fair value 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. The carrying amounts of the revolving loan and other long-term liabilities approximate their fair value based on the variable nature of interest rates and current rates for instruments with similar characteristics. ~~The estimated fair value of the Company’s Convertible Notes (as defined in Note 8) was $42,398,000 and $38,276,000 using Level 3 inputs at March 31, 2025 and 2024, respectively.~~ See Note 14 for ~~further~~ information concerning the fair value of the Company’s Convertible Notes. (as defined in Note 8).

F-16

Share-Based Payments

The Company has share-based compensation plans and recognizes compensation expense over the requisite service period for its share-based plans based on the fair value of the awards on the date of the grant, ~~award or issuance~~ and accounts for forfeitures as they occur. Share-based plans include stock option awards, restricted stock units, restricted stock awards, and performance stock units issued under the Company’s incentive plans. The cost is measured at the grant date, based on (i) the estimated fair value of the award using the Black-Scholes option pricing model for stock options, (ii) the closing share price of the Company’s stock on the grant date for restricted stock units and restricted stock awards, (iii) the closing share price of the Company’s stock on the grant date for performance stock units subject to performance conditions, and (iv) the estimated fair value of the award using the Monte Carlo valuation model for performance stock units subject to market conditions. See Note 19 for further information concerning the Company’s share-based payments.

The Black-Scholes option-pricing model and Monte Carlo valuation model require the input of assumptions including the expected volatility of the underlying stock and the expected holding period of the option. These assumptions are based on both historical and other information. Changes in the values assumed and used in the model can materially affect the estimate of fair value.

Credit Risk

The Company regularly reviews its accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality and age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay. The majority of the Company’s sales are to leading automotive aftermarket parts suppliers. The Company participates in trade accounts receivable discount programs with its major customers. If the creditworthiness of any of its customers was downgraded, the Company could be adversely affected, in that it may be subjected to higher interest rates on the use of these discount programs or it could be forced to wait longer for payment. In certain cases, the Company has experienced higher interest rates due to changes in customer credit profiles, which has impacted the overall cost of these financing arrangements. Should the Company’s customers experience significant cash flow problems, its financial position and results of operations could be materially and adversely affected, and the maximum amount of loss that would be incurred would be the outstanding receivable balance, Used Cores expected to be returned by customers, and the value of the Remanufactured Cores held at customers’ locations. The Company maintains an allowance for credit losses that, in its opinion, ~~provide~~provides for an adequate reserve to cover losses that may be incurred.

F-16

Table of Contents

Deferred Compensation Plan

The Company has a deferred compensation plan for certain members of management. The plan allows participants to defer salary and bonuses. The assets of the plan, which are held in a trust and are subject to the claims of the Company’s general creditors under federal and state laws in the event of insolvency, are recorded as short-term investments in the consolidated balance sheets. Consequently, the trust qualifies as a Rabbi trust for income tax purposes. The plan’s assets consist primarily of mutual funds and are recorded at market value with any unrealized gain or loss recorded as general and administrative expense. The carrying value of plan assets were $12,~~881~~028,000 and $1,~~837~~881,000, and the deferred compensation liability, which is included in other current liabilities in the accompanying consolidated balance sheets, was $12,~~881~~028,000 and $1,~~837~~881,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, the Company made contributions of $3680,000, $636,000 and $756,000, respectively. During the year ended March 31, 2024, the Company’s matching contributions under its deferred compensation plan were temporarily halted through February 2024 when they were reinstated.

During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, employee contributions of $46115,000, $8246,000, and $~~287~~82,000, respectively, were made to the deferred compensation plan. During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, the Company redeemed $~~151~~301,000, $~~603~~151,000, and $~~297~~603,000, respectively, of its short-term investments for the payment of deferred compensation liabilities.

The following summarizes the gain ~~(loss)~~ on the Company’s equity investments:

	Years Ended March 31,
		2025		2024		2023
		2026		2025		2024
Net gain (loss) recognized on equity securities	$	105,000	$	347,000	$	(181,000	)
Net gain recognized on equity securities	$	252,000	$	105,000	$	347,000
Less: net gain (loss) recognized on equity securities sold		8,000		74,000		(15,000	)
Less: net gain recognized on equity securities sold		27,000		8,000		74,000
Unrealized gain (loss) recognized on equity securities still held	$	97,000	$	273,000	$	(166,000	)
Unrealized gain recognized on equity securities still held	$	225,000	$	97,000	$	273,000

F-17

Comprehensive Income or Loss

Comprehensive income or loss is defined as the change in equity during a period resulting from transactions and other events and circumstances from non-owner sources. The Company’s total comprehensive income or loss consists of net unrealized income or loss from foreign currency translation adjustments.

Restructuring Costs

The Company periodically implements restructuring programs to enhance operating efficiencies. Restructuring costs, including severance and other employee termination benefits, facility exit costs, transition expenses, and other incremental costs directly associated with an approved restructuring plan, are recognized when management has approved the restructuring plan, the plan has been communicated to affected employees, and the amounts can be reasonably estimated. Restructuring costs are recorded within each respective line item in the consolidated statements of operations based on the nature of the costs and the functions of the affected employees and activities. Restructuring costs, including relocation costs, associated with future activities are expensed as incurred.

3. Goodwill and Intangible Assets

Goodwill

The Company had goodwill of $3,205,000 at March 31, ~~2025~~2026 and ~~2024~~2025, which was comprised of $2,551,000 for the Hard Parts segment and $654,000 for all others, respectively.

Intangible Assets

The following is a summary of acquired intangible assets subject to amortization:

March 31, 2025

March 31, 2024

March 31, 2026

March 31, 2025

WeightedAverageAmortizationPeriod

Gross CarryingValue

AccumulatedAmortization

Gross CarryingValue

AccumulatedAmortization

Weighted Average Amortization Period

Gross Carrying Value

Accumulated Amortization

Gross Carrying Value

Accumulated Amortization

Intangible assets subject to amortization

Trademarks

10 years

~~520,000~~-

~~513,000~~-

~~705~~520,000

~~641~~513,000

Customer relationships

8 years

2,~~532~~601,000

12,~~987~~366,000

82,~~573~~532,000

71,~~568~~987,000

Total intangible assets subject to amortization

8 years

32,~~052~~601,000

2,~~500~~366,000

93,~~278~~052,000

82,~~209~~500,000

During the years ended March 31, ~~2025~~2026 and ~~2024~~2025, the Company retired $6520,~~085,~~000 and $26,~~667~~085,000, respectively, of fully amortized intangible assets.

F-17

Table of Contents

Amortization expense for acquired intangible assets is as follows:

	~~Years Ended March 31,~~	Years Ended March 31,
		2025		2024		2023
		2026		2025		2024
Amortization expense	$	~~477~~335,000	$	1477,~~075,~~000	$	1,~~460~~075,000

The estimated future amortization expense for acquired intangible assets subject to amortization is as follows:

Year Ending March 31,
2026	$	323,000
2027	$	235,000
2027		229,000
Total	$	235,000
Total	$	552,000

4. Accounts Receivable — Net

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 customer payment discrepancies, returned goods authorizations (“RGAs”) issued for in-transit unit returns, and allowances for credit losses.

F-18

Accounts receivable — net is comprised of the following:

		March 31, 2025				March 31, 2024
		March 31, 2026				March 31, 2025
Accounts receivable - net
Accounts receivable — trade	$	$138,909,000	~~113,807,000~~		$	$113,807,000	~~118,500,000~~
Allowance for credit losses		(291,000	~~(207,000~~)	)		(207,000	~~(189,000~~)	)
Customer payment discrepancies		(1,632,000	~~(1,765,000~~)	)		(1,765,000	~~(1,206,000~~)	)
Customer returns RGA issued		(24,372,000	~~(20,771,000~~)	)		(20,771,000	~~(20,809,000~~)	)
Less: total accounts receivable offset accounts		(26,295,000	~~(22,743,000~~)	)		(22,743,000	~~(22,204,000~~)	)
Total accounts receivable — net	$	$112,614,000	~~91,064,000~~		$	$91,064,000	~~96,296,000~~

5. Inventory

Inventory is comprised of the following:

		March 31, 2025			March 31, 2024
		March 31, 2026			March 31, 2025
Inventory - net
Raw materials	$	~~150~~145,~~274~~832,000		$	~~158~~150,~~819~~274,000
Work in process		79,~~821~~930,000			7,~~943~~821,000
Finished goods		~~202~~243,~~078~~843,000			~~227~~202,~~650~~078,000
		360,173,000			394,412,000
		399,605,000			360,173,000
Less allowance for excess and obsolete inventory		(1819,~~964~~002,000	)		(1718,~~372~~964,000	)
Total inventory - net	$	~~341~~380,~~209~~603,000		$	~~377~~341,~~040~~209,000
Inventory unreturned	$	1816,~~460~~438,000		$	2018,~~288~~460,000

F-18

Table of Contents

6. Contract Assets

During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations by $23,~~805~~590,000, $52,~~353~~805,000, and $35,~~736~~353,000, respectively.

In addition, the Company reduced the carrying value of Remanufactured Cores held at customers’ locations and long-term core inventory deposits by $27,524,000 during the year ended March 31, 2026, in connection with the realignment of inventory at certain customers’ distribution centers. The Company did not reduce the carrying value of Remanufactured Cores held at customers’ locations in connection with the realignment of inventory at certain customers’ distribution centers during the years ended March 31, 2025 and 2024.

F-19

Contract assets are comprised of the following:

		March 31, 2025		March 31, 2024
		March 31, 2026		March 31, 2025
Short-term contract assets
Cores expected to be returned by customers	$	1721,~~732~~294,000	$	1517,~~409~~732,000
Core premiums paid to customers		911,~~669~~187,000		9,~~567~~669,000
Upfront payments to customers		1,400,000		1,407,000
Finished goods premiums paid to customers		1,429,000		805,000
Finished goods premiums paid to customers		805,000		756,000
Upfront payments to customers		642,000		1,400,000
Total short-term contract assets	$	2934,~~606~~552,000	$	2729,~~139~~606,000
Long-term contract assets
Remanufactured cores held at customers' locations	$	~~301~~297,~~388~~592,000	$	~~279~~301,~~427~~388,000
Core premiums paid to customers		2428,~~714~~198,000		3024,~~227~~714,000
Long-term core inventory deposits		5,569,000		5,569,000
Finished goods premiums paid to customers		3,700,000		2,483,000
Finished goods premiums paid to customers		2,483,000		2,341,000
Upfront payments to customers		1,731,000		2,114,000
Upfront payments to customers		2,114,000		2,718,000
Long-term core inventory deposits		-		5,569,000
Total long-term contract assets	$	~~336~~331,~~268~~221,000	$	~~320~~336,~~282~~268,000

7. Plant and Equipment

Plant and equipment is comprised of the following:

		March 31, 2025			March 31, 2024
		March 31, 2026			March 31, 2025
Plant and equipment
Machinery and equipment	$	6266,~~330~~393,000		$	6362,~~048~~330,000
Office equipment and fixtures		3437,~~250~~621,000			3334,~~463~~250,000
Leasehold improvements		1315,~~485~~463,000			1513,~~110~~485,000
		110,065,000			111,621,000
		119,477,000			110,065,000
Less: accumulated depreciation		(7888,~~075~~738,000	)		(7378,~~283~~075,000	)
Total plant and equipment	$	3130,~~990~~739,000		$	3831,~~338~~990,000

Plant and equipment located in the foreign countries where the Company has facilities, net of accumulated depreciation, totaled $27,~~760~~321,000 and $3327,~~455~~760,000, of which $2524,~~001~~126,000 and $3025,~~992~~001,000 is located in Mexico, at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

Debt

The Company has $268,620,000 in senior secured financing, (as amended from time to time, the “Credit Facility”) consisting of a $238,620,000 revolving loan facility (the “Revolving Facility”), subject to certain restrictions, and a $30,000,000 term loan facility (the “Term Loans”). The Term Loans were repaid during the year ended March 31, 2024. The Credit Facility matures on December 12, 2028. The lenders have a security interest in substantially all of the assets of the Company. ~~In June 2024, the Company enrolled in a feature with its lenders, under which the Company sweeps its cash collections to pay down its Revolving Facility and borrows on-demand to fund payments.~~

The Company had $9094,~~787~~668,000 and $~~128~~90,~~000~~787,000 outstanding under the Revolving Facility at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. In addition, $715,~~047~~470,000 was outstanding for letters of credit at March 31, ~~2025~~2026. At March 31, ~~2025~~2026, after certain contractual adjustments, $~~135~~119,~~150~~048,000 was available under the Revolving Facility. The interest rate on the Company’s Revolving Facility was 76.4679% and 87.4346% at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

F-1920

The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio if undrawn availability is less than 22.5% of the aggregate revolving commitments and a specified minimum undrawn availability. During the ~~period~~year ended March 31, ~~2025~~2026, undrawn availability was greater than the 22.5% threshold, therefore, the fixed charge coverage ratio financial covenant was not required to be tested.

Convertible Notes, Related Party

On March 31, 2023, the Company entered into a note purchase agreement, as amended, (the “Note Purchase Agreement”) with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P. (collectively, the “Purchasers”) and Bison Capital Partners VI, L.P., as the purchaser representative (the “Purchaser Representative”) for the issuance and sale of $32,000,000 in aggregate principal amount of convertible notes due in 2029 (the “Convertible Notes”), which was used for general corporate purposes. The Convertible Notes will bear interest at a rate of 10.0% per annum, compounded annually, and payable (i) in kind or (ii) in cash, annually in arrears on April 1 of each year. In April 2025, ~~commencing~~non-cash onaccrued ~~April~~interest 1for the Convertible Notes of $3,521,000 ~~2024~~was paid in-kind and is included in the principal amount of Convertible Notes at March 31, 2026. In April 2024, non-cash accrued interest on the Convertible Notes of $3,209,000 was paid in-kind and is included in the principal amount of Convertible Notes at March 31, 2025.

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

		March 31, 2025			March 31, 2024
		March 31, 2026			March 31, 2025
Convertible Notes, related party
Principal amount of Convertible Notes	$	3538,~~209~~730,000		$	3235,~~000~~209,000
Less: unamortized debt discount attributed to Compound Net Derivative Liability		(65,~~556~~332,000	)		(76,~~576~~556,000	)
Less: unamortized debt discount attributed to debt issuance costs		(~~916~~745,000	)		(1916,~~058,~~000	)
Carrying amount of the Convertible Notes		2732,~~737~~653,000			2327,~~366~~737,000
Plus: Compound Net Derivative Liability		76,~~470~~340,000			7,~~410~~470,000
Net carrying amount of Convertible Notes, related party	$	3538,~~207~~993,000		$	3035,~~776~~207,000

The aggregate proceeds from the offering were approximately $31,280,000, net of initial purchasers’ fees and other related expenses. The initial conversion rate is 66.6667 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $15.00 per share of common stock). At March 31, ~~2025~~2026, the Company had 28,~~240~~680,~~973~~086 shares of its common stock available to be issued if the Convertible Notes were converted.

In connection with the Note Purchase Agreement, the Company entered into common stock warrants (the “Warrants”) with the Purchasers, which mature on March 30, 2029. The Warrants do not become exercisable unless a Company Redemption (as defined below) occurs and the volume weighted average price of the Company’s common stock for 20 consecutive days prior to the redemption is less than $15.00. The fair value of the Warrants, using Level 3 inputs and the Monte Carlo simulation model, was zero at March 31, ~~2025~~2026 and ~~2024~~2025. The Company estimates the fair value of the Warrants at each balance sheet date. Any subsequent changes from the initial recognition in the fair value of the Warrants will be recorded in current period earnings in the consolidated statements of operations.

The Convertible Notes may be converted, subject to certain conditions, at an initial conversion price of $15.00, subject to adjustment as provide in the Convertible Notes (the “Conversion Option”). The Convertible Notes also include a provision for a return of interest (“Return of Interest”), which requires the Purchasers to return 15.0% of the interest paid to the Company in certain circumstances, subject to reduction of the Return of Interest amount in the event that the Return of Interest amount would result in total payments to the Purchasers of less than two times the original principal amount. The Return of Interest provision is accounted for as part of the Conversion Option and if the Conversion Option is exercised in the future, the Return of Interest provision will remain outstanding until the Purchaser sells all of the underlying stock received upon conversion. Upon conversion, any value associated with the Return of Interest provision will be reflected as a derivative asset upon conversion, with changes in fair value being recorded in earnings in the consolidated statements of operations until settlement in connection with the sale of the underlying stock by the Purchaser. Unless and until the Company delivers a redemption notice, the Purchasers of the Convertible Notes may convert their Convertible Notes at any time at their option. Upon conversion, the Convertible Notes will be settled in shares of the Company’s common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. The Convertible Notes have a stated maturity of March 30, 2029, subject to earlier conversion or redemption in accordance with their terms.

F-2021

If there is a Fundamental Transaction, as defined in the Form of Convertible Promissory Note, the Company may redeem all or part of the Convertible Notes. Except in the case of the occurrence of a Fundamental Transaction, the Company may not redeem the Convertible Notes prior to March 31, 2026. After March 31, 2026, the Company may redeem all or part of the Convertible Notes for a cash purchase (the “Company Redemption”) price equal to the Redemption Price (as defined below) plus $5,000,000, but only if (i) it is listed on a national exchange, (ii) there is no “Event of Default” occurring and continuing, and (iii) Adjusted EBITDA for the prior four quarters is greater than $80,000,000. The “Redemption Price” shall mean a cash amount equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest. However, if the volume weighted average price of the Company’s common stock for 20 consecutive days prior to the notice of the Company Redemption is less than $15, the Purchasers may exercise the warrants and the Company will pay the Redemption Price plus $2,000,000.

The Conversion Option and the Company Redemption both met the criteria for bifurcation from the Convertible Notes as derivatives and have been combined as a compound net derivative liability (the “Compound Net Derivative Liability”). The Compound Net Derivative Liability has been recorded within convertible note, related party in the consolidated balance sheets. The fair value of the Conversion Option and the Company Redemption option using Level 3 inputs and the Monte Carlo simulation model was a liability of $916,~~000~~900,000 and $9,~~800~~000,000, and an asset of $110,~~530~~560,000 and $21,~~390~~530,000 at March 31, ~~2025~~2026 and ~~2024~~2025, respectively. The Company estimates the fair value of the Compound Net Derivative Liability at each balance sheet date. Any subsequent changes from the initial recognition in the fair value of the Compound Net Derivative Liability isare recorded in current period earnings in the consolidated statements of operations. During the years ended March 31, 2026, 2025, and 2024, the Company recorded a gain of $1,130,000, a loss of $60,000, and a gain of $1,020,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the consolidated statements of operations and consolidated statements of cash flows.

The Convertible Notes include customary provisions relating to the occurrence of Events of Default, which include the following: (i) certain payment defaults on the Convertible Notes; (ii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its subsidiaries; (iii) the entering of one or more final judgments or orders against the Company or any of its subsidiaries for an aggregate payment exceeding $25,000,000; (iv) the acceleration of senior debt or any other debt greater than $25,000,000; (v) certain failures of the Company to comply with certain provisions of the Note Purchase Agreement or material breaches of the Note Purchase Agreement by the Company or any of its subsidiaries; (vi) any material provision of the Note Purchase Agreement, the Convertible Notes, the guarantee, the subordination agreement, the Warrants or the registration rights agreement, for any reason, ceases to be valid and binding on the Company or any subsidiary, or any subsidiary shall so claim in writing to challenge the validity of or the Company’s liability under the Note Purchase Agreement, the Convertible Notes, or the registration rights agreement; or (vii) the Company fails to maintain the listing of its capital stock on a national securities exchange. Events of Default will be subject to a 30-day cure period except for those related to clause (ii) and (iv) of the preceding sentence.

If an Event of Default occurs and is continuing, then, the Company shall deliver written notice to the Purchasers within 5 business days of first learning of such Event of Default. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to its significant subsidiary) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Convertible Notes then outstanding will immediately become due and payable without any further action.

~~F-21~~ Unamortized debt issuance costs of $745,000 and $916,000 are presented in the balance sheet as a direct deduction from the carrying amounts of the Convertible Notes at March 31, 2026 and 2025, respectively. Debt issuance costs are amortized using the effective interest method through the maturity of the Convertible Note and recorded in interest expense in the consolidated statements of operations. The effective interest rate was 18.3% as of March 31, 2026, 2025, and 2024, respectively.

F-22

Unamortized debt issuance costs of $916,000 and $1,058,000 are presented in the balance sheet as a direct deduction from the carrying amounts of the Convertible Notes at March 31, 2025 and 2024, respectively. Debt issuance costs are amortized using the effective interest method through the maturity of the Convertible Note and recorded in interest expense in the consolidated statements of operations. The effective interest rate was 18.3% as of March 31, 2025 and 2024, respectively. Debt issuance costs of $360,000 allocated to the Compound Net Derivative Liability were immediately expensed to interest expense in the consolidated statements of operations for the year ended March 31, 2023.

Additionally, pursuant to the Note Purchase Agreement, subject to certain conditions, the Purchaser Representative shall have the right to nominate one director to serve (the “Investor Director”) on the Company’s Board of Directors (the “Board”). If an Investor Director is not currently serving on the Board, and subject to certain other conditions set forth in the Note Purchase Agreement, the Purchaser Representative shall have the right to designate one person to have observation rights with respect to all meetings of the Board. In connection with the Company’s entry into the Note Purchase Agreement, Douglas Trussler was appointed to serve on its Board.

Interest expense related to the Convertible Notes is as follows:

	~~Years Ended March 31,~~	Years Ended March 31,
		2025		2024		2023
		2026		2025		2024
Interest expense on Convertible Notes
Contractual interest expense	$	3,~~521~~873,000	$	3,~~200~~521,000	$	93,200,000
Accretion of debt discount		1,~~020~~224,000		~~853~~1,020,000		-853,000
Amortization of issuance costs		~~142~~171,000		~~119~~142,000		-119,000
Total interest expense	$	45,~~683~~268,000	$	4,~~172~~683,000	$	94,172,000

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

9. Contract Liabilities

During the year ended March 31, 2026, the Company recognized remanufactured core revenue of $14,797,000 and reduced the customer core returns accruals in connection with the realignment of inventory at certain customer distribution centers. The Company did not have any remanufactured core revenue in connection with the realignment of inventory at certain customer distribution centers during the years ended March 31, 2025 and 2024.

Contract liabilities are comprised of the following:

		March 31, 2025		March 31, 2024
		March 31, 2026		March 31, 2025
Short-term contract liabilities
Customer allowances earned	$	1619,~~283~~616,000	$	1916,~~789~~283,000
Customer core returns accruals		1318,~~880~~394,000		1013,~~448~~880,000
Accrued core payment		310,~~196~~121,000		3,~~476~~196,000
Customer deposits		2,486,000		1,735,000
Core bank liability		10,048,000		1,795,000
Core bank liability		1,795,000		1,739,000
Customer deposits		2,185,000		2,486,000
Finished goods liabilities		~~518~~837,000		~~404~~518,000
Total short-term contract liabilities	$	3861,~~158~~201,000	$	3738,~~591~~158,000
Long-term contract liabilities
Customer core returns accruals	$	~~227~~245,~~588~~504,000	$	~~193~~227,~~545~~588,000
Core bank liability		10,048,000		11,843,000
Accrued core payment		3,604,000		3,768,000
Accrued core payment		3,768,000		6,535,000
Core bank liability		-		10,048,000
Finished goods liabilities		-		145,000
Total long-term contract liabilities	$	249,108,000	$	241,404,000
Total long-term contract liabilities	$	241,404,000	$	212,068,000

~~10. Leases~~ F-23

The Company leases various facilities in North America and Asia under operating leases expiring through August 2033. The Company also has finance leases for certain office and manufacturing equipment, which generally range from three to five years. The Company has material non-functional currency leases, which resulted in a remeasurement loss of $11,713,000 and remeasurement gains of $5,187,000 and $6,515,000 during the years ended March 31, 2025, 2024, and 2023, respectively. These remeasurement losses and gains are included in foreign exchange impact of lease liabilities and forward contracts in the consolidated statements of operations.

F-22

During the year ended March 31, 2025, the Company ceased manufacturing operations at its Torrance, California facility as a part of its on-going strategy to utilize its global footprint to enhance its operating efficiencies10. This represented a significant change to the use of this right-of-use asset, which required a reassessment of the Company’s asset groups. The Company concluded that this right-of-use asset was no longer part of the Hard Parts asset group. The Company performed a test for recoverability (using Level 3 inputs) which resulted in no impairment at March 31, 2025. Any future changes to the assumptions and estimates from those anticipated may affect the carrying value of right-of-use assets and could result in impairment charges.Leases

The Company leases various facilities in North America and Asia under operating leases expiring through August 2033. The Company also has finance leases for certain office and manufacturing equipment, which generally range from three to five years. The Company has material non-functional currency leases, which resulted in a remeasurement gain of $6,409,000, a remeasurement loss of $11,713,000 and a remeasurement gain of $5,187,000 during the years ended March 31, 2026, 2025, and 2024, respectively. These remeasurement gains and losses are included in foreign exchange impact of lease liabilities and forward contracts in the consolidated statements of operations.

During the year ended March 31, 2025, the Company ceased manufacturing operations at its Torrance, California facility as a part of its on-going strategy to utilize its global footprint to enhance its operating efficiencies. This represented a significant change to the use of this right-of-use asset, which required a reassessment of the Company’s asset groups. The Company concluded that this right-of-use asset was no longer part of the Hard Parts asset group. The Company performed a test for recoverability (using Level 3 inputs) which resulted in no impairment at March 31, 2026 and 2025, respectively. Any future changes to the assumptions and estimates from those anticipated may affect the carrying value of right-of-use assets and could result in impairment charges.

Balance sheet information for leases is comprised of the following:

			March 31, 2025		March 31, 2024
			March 31, 2026		March 31, 2025
Leases	Classification
Assets:
Operating	Operating lease assets	$	6663,~~603~~103,000	$	8366,~~973~~603,000
Finance	Plant and equipment		4,~~296~~784,000		4,~~611~~296,000
Total leased assets		$	7067,~~899~~887,000	$	8870,~~584~~899,000
Liabilities:
Current
Operating	Operating lease liabilities	$	98,~~982~~957,000	$	89,~~319~~982,000
Finance	Other current liabilities		1,~~222~~289,000		1,~~585~~222,000
Long-term
Operating	Long-term operating lease liabilities		6556,~~308~~969,000		7265,~~240~~308,000
Finance	Other liabilities		13,~~954~~202,000		1,~~893~~954,000
Total lease liabilities		$	7870,~~466~~417,000	$	8478,~~037~~466,000

F-2324

Lease cost recognized in the consolidated statements of operations is comprised of the following:

~~Years Ended March 31,~~

Years Ended March 31,

2025

2024

2023

2026

2025

2024

Lease cost

Operating lease cost

14,~~057~~357,000

1514,~~047~~057,000

1315,~~176~~047,000

Short-term lease cost

1999,~~221,~~000

1,~~263~~221,000

1,~~686~~263,000

Variable lease cost

~~511~~592,000

~~667~~511,000

~~761~~667,000

Finance lease cost:

Amortization of finance lease assets

1,~~234~~294,000

1,~~508~~234,000

1,~~983~~508,000

Interest on finance lease liabilities

~~191~~297,000

~~219~~191,000

~~262~~219,000

Total lease cost

17,~~214~~539,000

1817,~~704~~214,000

1718,~~868~~704,000

Maturities of lease commitments ~~at March 31, 2025~~ were as follows:

Maturity of lease liabilities by Year Ending March 31,				Operating Leases				Finance Leases				Total
Maturity of lease liabilities by year ended March 31,		Operating Leases				Finance Leases				Total
2026			$	13,983,000			$	1,396,000			$	15,379,000
2027	$	12,454,000			$	1,547,000			$	14,001,000
2027				12,200,000				905,000				13,105,000
2028		11,806,000				1,292,000				13,098,000
2028				11,560,000				650,000				12,210,000
2029		11,285,000				1,027,000				12,312,000
2029				11,160,000				420,000				11,580,000
2030		11,387,000				950,000				12,337,000
2030				11,370,000				186,000				11,556,000
2031		11,623,000				269,000				11,892,000
Thereafter		20,529,000		~~32,119,000~~		-		-		20,529,000		~~32,119,000~~
Total lease payments		79,084,000		~~92,392,000~~		5,085,000		~~3,557,000~~		84,169,000		~~95,949,000~~
Less: amount representing interest		(13,158,000	)	~~(17,102,000~~	)	(594,000	)	~~(381,000~~	)	(13,752,000	)	~~(17,483,000~~	)
Present value of lease liabilities	$	65,926,000	$	~~75,290,000~~	$	4,491,000	$	~~3,176,000~~	$	70,417,000	$	~~78,466,000~~

Other information about leases is as follows:

	March 31, 2025			March 31, 2024
		March 31, 2026			March 31, 2025
Lease term and discount rate
Weighted-average remaining lease term (years):
Finance leases		3.28			23.82
Operating leases		76.35			87.3
Weighted-average discount rate:
Finance leases		76.08	%		~~6.4~~7	%
Operating leases		5.87	%		5.8	%

11. Accounts Receivable Discount Programs

The Company uses accounts receivable discount programs offered by certain customers and their respective banks. Under these accounts receivable discount 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 accounts receivable discount programs allow the Company to accelerate receipt of payment on customers’ receivables.

F-2425

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

	Fiscal Years Ended March 31,
		Years Ended March 31,
		2025			2024
		2026			2025
Receivables discounted	$	~~643~~620,~~918~~561,000		$	~~618~~643,~~012~~918,000
Weighted average days		~~343~~346			~~336~~343
Weighted average discount rate		65.24	%		6.82	%
Amount of discount as interest expense	$	3832,~~021~~023,000		$	3938,~~175~~021,000

12. Supplier Finance Programs

The Company utilizes a supplier finance program, which allows certain of the Company’s suppliers to sell their receivables due from the Company to participating financial institutions at the sole discretion of both the supplier and the financial institutions. The program is administered by a third party. Commitments from participating financial institutions that are available to suppliers under this program ~~increased~~were to $3040,000,000 ~~from~~as ~~$15,000,000~~of ~~during the year ended~~ March 31, ~~2025~~2026. The Company has no economic interest in the sale of these receivables and no direct relationship with the financial institution. Payments to the third-party administrator are based on services rendered and are not related to the volume or number of financing agreements between suppliers, financial institution, and the third-party administrator. The Company is not a party to agreements negotiated between participating suppliers and the financial institution. The Company's obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in this program. The Company does not provide guarantees and there are no assets pledged to the financial institution or the third-party administrator for the committed payment in connection with this program. At March 31, ~~2025~~2026 and ~~2024~~2025, the Company had $3342,~~661~~076,000 and $133,~~695~~661,000, respectively, of outstanding supplier obligations confirmed as valid under this program, included in accounts payable in the consolidated balance ~~sheet~~sheets.

The following is a summary of the changes in outstanding supplier obligations confirmed as valid under this program:

		Year Ended March 31,
		Years Ended March 31,
		2025
		2026			2025
Confirmed obligations outstanding at March 31, 2024	$	1,695,000
Confirmed obligations outstanding at beginning of year	$	33,661,000		$	1,695,000
Invoices confirmed as valid during the year		91128,~~951~~236,000			91,951,000
Confirmed invoices paid during the year		(59119,~~985~~821,000	)		(59,985,000	)
Confirmed obligations outstanding at March 31, 2025	$	33,661,000
Confirmed obligations outstanding at end of year	$	42,076,000		$	33,661,000

13. Financial Risk Management and Derivatives

Purchases and expenses denominated in currencies other than the U.S. dollar, which are primarily related to the Company’s facilities overseas, 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 forward foreign currency exchange contracts are designated for forecasted expenditure requirements to fund foreign operations.

F-2526

The Company had forward foreign currency exchange contracts with a U.S. dollar equivalent notional value of $4543,~~921~~076,000 and $5445,~~092~~921,000 at March 31, ~~2025~~2026 and ~~2024~~2025, 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 consolidated statements of operations.

The following shows the effect of the Company’s derivative instruments on its consolidated statements of operations:

(Loss) Gain Recognized as Foreign Exchange Impact of Lease Liabilities and Forward Contracts

Gain (Loss) Recognized as Foreign Exchange Impact of Lease Liabilities and Forward Contracts

Derivatives Not Designated as

Years Ended March 31,

~~Years Ended March 31,~~

Hedging Instruments

~~2025~~2026

~~2024~~2025

~~2023~~2024

Forward foreign currency exchange contracts

(42,~~179~~515,000

)

(14,~~373~~179,000

)

2(1,~~776~~373,000

)

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 consolidated statements of cash flows for the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024. The fair value of the forward foreign currency exchange contracts of $1852,~~663,~~000 is included in prepaid expenses and other current ~~liabilities~~assets in the consolidated balance ~~sheets~~sheet at March 31, ~~2025~~2026. The fair value of the forward foreign currency exchange contracts of $21,~~516~~663,000 is included in ~~prepaid expenses and~~ other current ~~assets~~liabilities in the consolidated balance ~~sheets~~sheet at March 31, ~~2024~~2025.

14. Fair Value Measurements

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-tier valuation hierarchy based upon observable and unobservable inputs:

•

Level 1 — Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2 — Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 — Valuation is based upon unobservable inputs that are significant to the fair value measurement.

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

F-2627

The following sets forth by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis according to the valuation techniques the Company used to determine their fair values at:

	March 31, 2025										March 31, 2024
		March 31, 2026									March 31, 2025
				~~Fair Value Measurements~~	Fair Value Measurements								Fair Value Measurements
				Using Inputs Considered as									Using Inputs Considered as
					Using Inputs Considers as								Using Inputs Considered as
		~~Fair Value~~	Fair Value		~~Level 1~~	Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3	~~Level 3~~
Assets
Short-term investments
Mutual funds	$	~~1,881,000~~$	2,028,000	$	~~1,881,000~~$	2,028,000	$	-	$	-	$	1,~~837~~881,000	$	1,~~837~~881,000	$	-	$	$-	-
Prepaid expenses and other current assets
Forward foreign currency exchange contracts		-	852,000		-	-		-852,000		-		~~2,516,000~~-		-		~~2,516,000~~-		-	-
Liabilities
Other current liabilities
Deferred compensation		~~1,881,000~~	2,028,000		~~1,881,000~~	2,028,000		-		-		1,~~837~~881,000		1,~~837~~881,000		-		-	-
Forward foreign currency exchange contracts		~~1,663,000~~	-		-	-		~~1,663,000~~-		-		-1,663,000		-		-1,663,000		-	-
Convertible notes, related party
Compound Net Derivative Liability		~~7,470,000~~	6,340,000		-			-		76,~~470~~340,000		7,~~410~~470,000		-		-		7,470,000	~~7,410,000~~

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).

Compound Net Derivative Liability

The Company estimates the fair value of the Compound Net Derivative Liability (see Note 8) using Level 3 inputs and the Monte Carlo simulation model at the balance sheet date. The Monte Carlo simulation model requires the input of assumptions including the expected volatility of the underlying stock. These assumptions are based on both historical and other information. Changes in the values assumed and used in the model can materially affect the estimate of fair value. This amount is recorded within convertible notes, related party in the consolidated balance sheets at March 31, ~~2025~~2026 and ~~2024~~2025. Any changes in the fair value of the Compound Net Derivative Liability are recorded in change in fair value of compound net derivative liability in the consolidated statements of operations and in the consolidated statements of cash flows.

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

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Risk free interest rate		3.9181	%		43.3691	%
Cost of equity		2119.304	%		2321.203	%
Weighted average cost of capital		1412.908	%		14.909	%
Expected volatility of MPA common stock		~~40.00~~70	%		~~50.00~~40	%
EBITDA volatility		~~45.00~~40	%		~~40.00~~45	%

F-27

Table of Contents

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

	Years Ended March 31,
		2025			2024			2023
		2026			2025			2024
Beginning balance	$	7,~~410~~470,000		$	87,~~430~~410,000		$	-8,430,000
Newly issued		-			-			8,430,000
Changes in the fair value of the Compound Net Derivative Liability included in earnings		(1,130,000	)		60,000			(1,020,000	)
Changes in the fair value of the Compound Net Derivative Liability included in earnings		60,000			(1,020,000	)		-
Ending balance	$	6,340,000		$	7,470,000		$	7,410,000
Ending balance	$	7,470,000		$	7,410,000		$	8,430,000

~~During the years ended March 31, 2025 and 2024, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.~~ F-28

Table ~~The carrying amounts~~ of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments. The carrying amounts of the revolving loan and other long-term liabilities approximate their fair value based on the variable nature of interest rates and current rates for instruments with similar characteristics. At March 31, 2025 and 2024, the net carrying amount of the Convertible Notes was $35,207,000 and $30,776,000, respectively, (see Note 8). The estimated fair value of the Company’s Convertible Notes was $42,398,000 and $38,276,000 using Level 3 inputs at March 31, 2025 and 2024, respectively. Contents

During the years ended March 31, 2026 and 2025, the Company had no significant measurements of assets or liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments. The carrying amounts of the revolving loan and other long-term liabilities approximate their fair value based on the variable nature of interest rates and current rates for instruments with similar characteristics. At March 31, 2026 and 2025, the net carrying amount of the Convertible Notes was $38,993,000 and $35,207,000, respectively (see Note 8). The estimated fair value of the Company’s Convertible Notes was $50,363,000 and $42,398,000 using Level 3 inputs at March 31, 2026 and 2025, respectively.

15. Commitments and Contingencies

Tariffs

In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not authorized by statute. Following the ruling, the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to suspend collection of such tariffs and to establish a process to refund amounts previously collected. As a result of this ruling, the Company may be eligible to receive refunds of tariffs previously paid on qualifying imports. The timing and ultimate resolution of these refund claims, including the amount and timing of any cash receipts, are subject to administrative processing and remain uncertain as of the date the financial statements were issued. Accordingly, no amounts related to tariff refunds have been recognized in the accompanying consolidated financial statements. The Company will recognize any refunds when realization is considered probable and the amounts are reasonably estimable.

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 total 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:

	Years Ended March 31,
	2025				2024			2023
		2026			2025			2024
Balance at beginning of year	$	19,~~326~~677,000		$	19,~~830~~326,000		$	2019,~~125~~830,000
Charged to expense		~~151~~157,~~764~~877,000			~~142~~151,~~240~~764,000			~~132~~142,~~719~~240,000
Amounts processed		(~~151~~158,~~413~~366,000	)		(~~142~~151,~~744~~413,000	)		(~~133~~142,~~014~~744,000	)
Balance at end of year	$	19,~~677~~188,000		$	19,~~326~~677,000		$	19,~~830~~326,000

At March 31, ~~2025~~2026 and ~~2024~~2025, the Company’s total warranty return accrual was $19,~~677~~188,000 and $19,~~326~~677,000, respectively, of which $67,~~478~~479,000 and $56,~~667~~478,000, respectively, was included in the customer returns RGA issued within accounts receivable—net and $1311,~~199~~709,000 and $13,~~659~~199,000, respectively, was included in the customer finished goods returns accrual in the consolidated balance sheets.

Commitments to Provide Marketing Allowances under Long-Term Customer Contracts

The Company has or is renegotiating long-term agreements with many of its major customers. Under these agreements, which in most cases have initial terms of at least four years, the Company is designated as the exclusive or primary supplier for specified categories of the Company’s products. Because of the very competitive nature of the market and the limited number of customers for these products, the Company’s customers have sought and obtained price concessions, significant marketing allowances, and more favorable delivery and payment terms in consideration for the Company’s designation as a customer’s exclusive or primary supplier. These incentives differ from contract to contract and can include (i) the issuance of a specified amount of credits against receivables in accordance with a schedule set forth in the relevant contract, (ii) support for a particular customer’s research or marketing efforts provided on a scheduled basis, (iii) discounts granted in connection with each individual shipment of product, and (iv) other marketing, research, store expansion or product development support.

F-2829

The marketing and other allowances the Company typically grants its customers in connection with its new or expanded customer relationships adversely impact the near-term revenues, profitability, and associated cash flows from these arrangements. Such allowances include sales incentives and concessions and typically consist of: (i) allowances which may only be applied against future purchases and are recorded as a reduction to revenues in accordance with a schedule set forth in the long-term contract, (ii) allowances related to a single exchange of product that are recorded as a reduction of revenues at the time the related revenues are recorded or when such incentives are offered, and (iii) amortization of core premiums paid to customers generally in connection with new business.

The following summarizes the breakout of marketing allowances discussed above, recorded as a reduction to revenues:

~~Years Ended March 31,~~

Years Ended March 31,

2025

2024

2023

2026

2025

2024

Marketing Allowances

Allowances incurred under long-term customer contracts

8,~~736~~905,000

108,~~128~~736,000

1810,~~253~~128,000

Allowances related to a single exchange of product

~~133~~121,~~169~~642,000

~~130~~133,~~918~~169,000

~~154~~130,~~194~~918,000

Amortization of core premiums paid to customers

910,~~826~~797,000

109,~~181~~826,000

1110,~~113~~181,000

Total marketing allowances recorded as a reduction to revenues

~~151~~141,~~731~~344,000

151,~~227~~731,000

~~183~~151,~~560~~227,000

The following presents the Company’s commitments related to allowances incurred under long-term customer contracts and amortization of core premiums paid to customers:

Year Ending March 31,
			Allowances Incurred		Amortization of
2026	$	14,451,000
			Under Long-Term		Core Premiums
2027		11,340,000
Year Ending March 31,			Customer Contracts		Paid to Customers		Total
2028		10,090,000
2027		$	5,982,000	$	11,187,000	$	17,169,000
2029		6,270,000
2028			3,703,000		10,120,000		13,823,000
2030		2,995,000
2029			2,589,000		6,539,000		9,128,000
Thereafter		2,048,000
2030			1,193,000		3,481,000		4,674,000
Total marketing allowances	$	47,194,000
2031			656,000		2,721,000		3,377,000
Thereafter			1,374,000		5,337,000		6,711,000
Total		$	15,497,000	$	39,385,000	$	54,882,000

Allowances related to a single exchange of product are recorded as a reduction of revenues at the time the related revenues are recorded or when such incentives are offered.

Contingencies

The Company is subject to various lawsuits and claims. In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding the Company’s business, and its compliance with law, code, and regulations related to matters including, but not limited to, environmental, information security, taxes, levies, tariffs. ~~and~~In the opinion of management, such litigation is not expected to have a material effect on the Company's financial condition, results of operations, and cash flows.

16. Significant Customer and Other Information

Significant Customer Concentrations

While the Company continually seeks to diversify its customer base, it currently derives, and has historically derived, a substantial portion of its sales from a small number of large customers. Any meaningful reduction in the level of sales to any of these customers, deterioration of the financial condition of any of these customers or the loss of any of these customers could have a materially adverse impact on the Company’s business, results of operations, and financial condition.

~~The Company’s largest customers accounted for the following total percentage of net sales:~~F-30

	Years Ended March 31,
	2025			2024			2023
Customer A		39	%		35	%		37	%
Customer C		26	%		27	%		24	%
Customer B		21	%		21	%		23	%

F-29

The Company’s largest customers accounted for the following total percentage of net sales:


	Years Ended March 31,
	2026			2025			2024
Customer A		42	%		39	%		35	%
Customer B		22	%		21	%		21	%
Customer C		21	%		26	%		27	%

Revenues for these customers were derived from the Hard Parts segment and Test Solutions and Diagnostic Equipment segment. See Note 20 for a discussion of the Company’s segments.

The Company’s largest customers accounted for the following total percentage of accounts receivable — trade:

	March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Customer A		4152	%		3541	%
Customer B		26	%		25	%
Customer C		18	%		7	%
Customer C		7	%		13	%
Customer B		12	%		26	%

Geographic and Product Information

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

	Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Rotating electrical products		6768	%		6667	%		6766	%
Brake-related products		21	%		20	%		18	%
Brake-related products (1)		28	%		29	%		30	%
Wheel hub products		8	%		10	%		11	%
Other products		4	%		4	%		4	%
Other products		4	%		4	%		4	%
		100	%		100	%		100	%
		100	%		100	%		100	%

(1)

During the year ended March 31, 2026, the Company combined its wheel hub products into its brake-related products. Prior year amounts have been recast to conform to the current year presentation.

Significant Supplier Concentrations

No suppliers accounted for more than 10% of the Company’s inventory purchases for the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024.

17. Income Taxes

Domestic and foreign components of income (loss) ~~income~~ before income taxes are as follows:

	Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Domestic and foreign components of (loss) income
United States	$	(217,~~526~~708,000	)	$	(2921,~~661~~526,000	)	$	(1429,~~470~~661,000	)
Foreign		527,~~839~~977,000			165,~~593~~839,000			1116,~~361~~593,000
Loss before income taxes		(15,687,000	)		(13,068,000	)		(3,109,000	)
Income (loss) before income taxes		20,269,000			(15,687,000	)		(13,068,000	)

F-3031

The income tax expense is as follows:

	Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Current tax expense
Current tax (benefit) expense
Federal	$	1(181,~~177,~~000	)	$	1,~~696~~177,000		$	21,~~483~~696,000
State		~~631~~236,000			~~363~~631,000			~~396~~363,000
Foreign		37,~~780~~272,000			43,~~553~~780,000			34,~~426~~553,000
Total current tax expense		57,~~588~~327,000			65,~~612~~588,000			6,~~305~~612,000
Deferred tax (benefit) expense
Federal		(~~171~~122,000	)		25(171,~~320,~~000	)		(525,~~037~~320,000	)
State		~~(28~~173,000	)		4(28,~~249,~~000	)		~~(705~~4,249,000	)
Foreign		(1497,~~606,~~000	)		(51,606,000	)		~~535~~(5,000	)
Total deferred tax (benefit) expense		(1548,~~805,~~000	)		29(1,~~564~~805,000	)		(529,~~207~~564,000	)
Total income tax expense	$	37,~~783~~875,000		$	363,~~176~~783,000		$	136,~~098~~176,000

Deferred income taxes consist of the following:

		March 31, 2025			March 31, 2024
	March 31, 2026			March 31, 2025
Assets
Allowance for bad debts	$	4872,000		$	4448,000
Customer allowances earned		34,~~794~~310,000			43,~~706~~794,000
Allowance for stock adjustment returns		3,~~344~~794,000			3,~~620~~344,000
Inventory adjustments		87,~~497~~925,000			78,~~419~~497,000
Intangibles, net		~~729~~722,000			~~852~~729,000
Stock options		2,~~561~~352,000			2,~~723~~561,000
Operating lease liabilities		1916,~~333~~799,000			2119,~~251~~333,000
Estimate for returns		3034,~~341~~262,000			2930,~~942~~341,000
Accrued compensation		2,~~585~~917,000			2,~~600~~585,000
Net operating losses		3,~~426~~883,000			43,~~670~~426,000
Tax credits		21,~~857~~858,000			2,~~054~~857,000
Capitalized research credits		1114,~~147,~~000			1,~~158~~147,000
Plant and equipment, net		12,~~460~~085,000			1,~~010~~460,000
Other		45,~~639~~996,000			64,~~588~~639,000
Total deferred tax assets	$	8487,~~761~~089,000		$	8884,~~637~~761,000
Liabilities
Contract assets		(910,~~020~~706,000	)		(109,~~265~~020,000	)
Operating lease assets		(16,~~848~~069,000	)		(2316,~~845~~848,000	)
Other		(2,~~453~~035,000	)		(62,~~663~~453,000	)
Total deferred tax liabilities	$	(28,~~321~~810,000	)	$	(4028,~~773~~321,000	)
Less: valuation allowance	$	(5254,~~233~~665,000	)	$	(4552,~~399~~233,000	)
Total deferred taxes	$	43,~~207~~614,000		$	24,~~465~~207,000

As of March 31, 2025, before tax effect, the Company had federal net operating loss carryforwards of $1,694,000, state net operating loss carryforwards of $166,000 and foreign net operating loss carryforwards of $11,610,000. The federal net operating loss carryforwards expire beginning in fiscal year 2034, the state net operating loss carryforwards expire beginning in fiscal year 2032, and the foreign net operating loss carryforwards expire beginning in fiscal year 2038. As of March 31, 2025, the Company also had non-US tax credit carryforwards of $2,857,000, which will expire beginning in fiscal year 2034.

F-31

Table of Contents

Realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. The Company makes these estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s future plans. A valuation allowance is established when the Company believes it is not more likely than not all or some deferred tax assets will be realized. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. The net increase in the valuation allowance was $6,834,000 during the year ended March 31, 2025. This net increase in the valuation allowance is primarily due to the increase in the Company’s U.S. federal and various state deferred tax assets and the establishment of a valuation allowance on one of its Mexican subsidiaries partially offset by the reversal of the valuation allowance of one of its Canadian subsidiary’s deferred tax assets. The Company will continue to monitor its position in future periods. Should the actual amount differ from the Company’s estimates, the amount of any valuation allowance could be impacted.

For the years ended March 31, 2025, 2024, and 2023, the primary components of the Company’s income tax expense were (i) federal income taxes, (ii) state income taxes, (iii) change in realizable deferred tax items, (iv) foreign income taxed at rates that are different from the federal statutory rate, and (v) impact of the non-deductible executive compensation under Internal Revenue Code Section 162(m). In addition, for the years ended March 31, 2025 and 2024, the Company’s income tax expense included the impact of an excess tax benefit from share-based compensation.

The difference between the income tax expense at the federal statutory rate and the Company’s effective tax rate is as follows:

	Years Ended March 31,
	2025			2024			2023
Statutory federal income tax rate		21.0	%		21.0	%		21.0	%
State income tax rate, net of federal benefit		1.5	%		10.8	%		3.5	%
Excess tax benefit from share-based compensation		(1.3	)%		(4.8	)%		-	%
Foreign income taxed at different rates		(3.8	)%		(9.8	)%		(28.7	)%
Non-deductible debt costs		(1.2	)%		-	%		-	%
Non-deductible executive compensation		(2.5	)%		(2.6	)%		(9.0	)%
Change in valuation allowance		(40.1	)%		(289.1	)%		(25.8	)%
Uncertain tax positions		2.6	%		0.9	%		(1.0	)%
Research and development credit		0.6	%		0.7	%		2.7	%
Other		(0.9	)%		(3.9	)%		2.0	%
		(24.1	)%		(276.8	)%		(35.3	)%

The Company and its subsidiaries file income tax returns for the U.S. federal, various state, and foreign jurisdictions with varying statutes of limitations. At March 31, 2025, the Company remains subject to examination for fiscal years ended March 31, 2022 and forward. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.

F-32

As of March 31, 2026, before tax effect, the Company had federal, state, and foreign net operating loss carryforwards. These net operating loss (“NOL”) carryforwards were generated in various tax years and have different expiration periods depending on the applicable laws at the time they were generated. As of March 31, 2026, the Company’s NOL carryforwards are as follows (i) $337,000 in federal NOL carryforwards, with limited carryforward, that were generated before January 1, 2018 and will expire beginning in fiscal year 2034, (ii) $1,442,000 in federal NOL carryforwards, with unlimited carryforward, that were generated after December 31, 2017 and can be carried forward indefinitely, subject to an annual limitation of 80% of taxable income, (iii) $123,000 in state NOL carryforwards, with limited carryforward, that were generated from states with various carryforward periods and will expire beginning in fiscal year 2032 with amounts and expiration periods varying by state, (iv) $50,000 in state NOL carryforwards, with unlimited carryforward, that were generated from states with indefinite carryforward, subject to specific annual limitations on utilization varying by state, and (v) $13,305,000 in Canadian NOL carryforwards, with limited carryforward, that can be carried forward for up to 20 years and expire beginning in fiscal year 2038. As of March 31, 2026, the Company also had non-US tax credit carryforwards of $1,687,000, which will expire beginning in fiscal year 2034.

Realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient future taxable income. Significant judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. The Company makes these estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s future plans. A valuation allowance is established when the Company believes it is not more likely than not all or some deferred tax assets will be realized. In evaluating the Company’s ability to recover deferred tax assets within the jurisdiction in which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, past financial performance, and tax planning strategies. The net increase in the valuation allowance was $2,432,000 during the year ended March 31, 2026. This net increase in the valuation allowance is primarily due to the increase in the Company’s U.S. federal and various state deferred tax assets and an increase in one of its Canadian subsidiary’s deferred tax assets resulting from current year activities. The Company will continue to monitor its position in future periods. Should the actual amount differ from the Company’s estimates, the amount of any valuation allowance could be impacted.

For the years ended March 31, 2026, 2025, and 2024, the primary components of the Company’s income tax expense were (i) federal income taxes, (ii) state income taxes, (iii) change in realizable deferred tax items, (iv) foreign income taxed at rates that are different from the federal statutory rate, (v) impact of the non-deductible executive compensation under Internal Revenue Code Section 162(m), and (vi) impact of an excess tax benefit from share-based compensation.

F-33

The difference between income tax expense at the federal statutory rate and the Company’s effective tax rate, as required under ASU 2023-09, is as follows:


	Year Ended March 31,
	2026
Statutory federal income tax rate	$	4,256,000		21.0	%
State and local income taxes, net of federal income tax effect (1)		347,000		1.7	%
Foreign tax effects
Mexico
Tax rate differential		1,505,000		7.4	%
Change in valuation allowance		(696,000	)	(3.4	)%
Canada
Tax rate differential		(235,000	)	(1.1	)%
Change in valuation allowance		1,315,000		6.5	%
Other		15,000		0.1	%
Effect of changes in tax laws or rates enacted in the current period		-		-	%
Effect of cross-border tax laws		609,000		3.0	%
Tax credits
Research and development credit		(256,000	)	(1.3	)%
Change in valuation allowance		1,366,000		6.8	%
Nontaxable or nondeductible items
Non-deductible executive compensation		524,000		2.6	%
Excess tax benefit from share-based compensation		(374,000	)	(1.9	)%
Other		90,000		0.4	%
Change in unrecognized tax benefits		(405,000	)	(2.0	)%
Other adjustments		(186,000	)	(0.9	)%

	$	7,875,000		38.9	%

(1)

State taxes in California, Illinois, and Pennsylvania made up the majority (greater than 50%) of the tax effect in this category

The difference between the income tax expense at the federal statutory rate and the Company’s effective tax rate, prior to the adoption of ASU 2023-09, is as follows:


	Years Ended March 31,
	2025			2024
Statutory federal income tax rate		21	%		21	%
State income tax rate, net of federal benefit		1.5	%		10.8	%
Excess tax benefit from share-based compensation		(1.3	)%		(4.8	)%
Foreign income taxed at different rates		(3.8	)%		(9.8	)%
Non-deductible debt costs		(1.2	)%		-	%
Non-deductible executive compensation		(2.5	)%		(2.6	)%
Change in valuation allowance		(40.1	)%		(289.1	)%
Uncertain tax positions		2.6	%		0.9	%
Research and development credit		0.6	%		0.7	%
Other		(0.9	)%		(3.9	)%
		(24.1	)%		(276.8	)%

F-34

Cash paid for income taxes by jurisdiction, net of refunds received, as required under ASU 2023-09, is as follows:


		Year Ended March 31,
		2026
Cash paid for income taxes:
Federal	$	1,810,000
State		174,000
Foreign
Mexico		5,824,000
Other jurisdictions		272,000
Total cash paid for income taxes	$	8,080,000

The Company and its subsidiaries file income tax returns for the U.S. federal, various state, and foreign jurisdictions with varying statutes of limitations. At March 31, 2026, the Company remains subject to examination for fiscal years ended March 31, 2023 and forward. At March 31, 2026, the Company is under examination in the U.S. by the Internal Revenue Service for fiscal year 2024. The Company is not under examination in any another jurisdiction. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Balance at beginning of period	$	1,~~784~~362,000		$	1,~~964~~784,000		$	1,~~975~~964,000
Additions based on tax positions related to the current year		5312,000			1553,000			5315,000
Additions for tax positions of prior year		~~43,000~~-			1543,000			-15,000
Reductions for tax positions of prior year		(~~518~~461,000	)		(~~210~~518,000	)		(64210,000	)
Balance at end of period	$	1913,~~362,~~000		$	1,~~784~~362,000		$	1,~~964~~784,000

At March 31, ~~2025~~2026, ~~2024~~2025 and ~~2023~~2024, there are $1725,~~112,~~000, $1,~~475~~112,000, and $1,~~616~~475,000, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate.

The Company recognizes interest and penalties related to unrecognized tax benefits as part of income tax expense. During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, the Company recognized interest and penalties of approximately $4944,000, $2149,000, and $5921,000, respectively. The Company had approximately $~~203~~184,000 and $~~250~~203,000 for the payment of interest and penalties accrued at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

The Company intends to indefinitely reinvest its undistributed earnings from foreign subsidiaries in foreign operations, with the exception of earnings from its Singapore subsidiary. No incremental U.S. federal tax or withholding taxes have been provided for these earnings.

18. Defined Contribution Plans

The Company has a 401(k) retirement plan covering all employees who are 21 years of age with at least six months of service. The plan permits eligible employees to make contributions up to certain limitations, with the Company matching 50% of each participating employee’s contribution up to the first 6% of employee compensation. Employees are immediately vested in their voluntary employee contributions and vest in the Company’s matching contributions ratably over five years. ~~During the year ended March 31, 2024, the Company’s matching contributions under its 401(k) retirement plan were temporarily halted through February 2024 when they were reinstated.~~ The Company’s matching contribution to the 401(k) retirement plan was $~~626~~648,000, $~~148~~626,000, and $~~549~~148,000 for the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively. During the year ended March 31, 2024, the Company’s matching contributions under its 401(k) retirement plan were temporarily halted through February 2024 when they were reinstated.

F-35

19. Share-based Payments

2022 Incentive Award Plan (the “2022 Plan”)

In September 2022, the Company’s shareholders approved the 2022 Incentive Award Plan (the “2022 Plan”). Under the 2022 Plan, a total of 924,200 shares of the Company’s common stock were reserved for grants to its employees, non-employee directors, and consultants. In September 2024, the shareholders approved an amendment to the 2022 Plan that increased the number of shares of common stock reserved for grant under the 2022 Plan from 924,200 to 2,655,200. At March 31, ~~2025~~2026 and ~~2024~~2025, respectively, there were (i) 130,~~933~~533 and ~~132~~130,~~133~~933 options to purchase shares of common stock outstanding, (ii) ~~452~~684,~~531~~720 and ~~100~~452,~~624~~531 shares of restricted stock units outstanding, and (iii) ~~644~~744,~~679~~542 and ~~581~~644,~~227~~679 shares of performance stock units outstanding under the 2022 Plan. There were 777,699 and 1,516,084 ~~and 435,825~~ shares of common stock available for grant under the 2022 Plan at March 31, ~~2025~~2026 and ~~2024~~2025, respectively.

2010 Incentive Award Plan

At March 31, 2026 and 2025, there were 835,301 and ~~2024~~922,628, respectively, ~~there~~options ~~were~~to ~~(i)~~purchase ~~52,842~~shares ~~and~~of ~~140~~common stock outstanding under the 2010 Incentive Award Plan. At March 31,~~299~~ 2026, there were no shares of restricted stock or performance stock units outstanding, ~~(ii)~~under ~~922,628~~the ~~and~~2010 ~~975~~Incentive Award Plan. At March 31,~~884~~ ~~options~~2025, tothere ~~purchase~~were 52,842 shares of ~~common~~restricted stock units outstanding, and ~~(iii)~~ 119,708 ~~and 192,696~~ shares of performance stock units outstanding under the 2010 Incentive Award Plan. No shares of common stock remain available for grant under this plan.

F-33

Table of Contents

Stock Options

The Company did not grant any stock options during the years ended March 31, ~~2025~~2026 orand ~~2023~~2025, and options to purchase 132,133 shares of common stock were granted during the year ended March 31, 2024. The following summarizes the Black-Scholes option-pricing model assumptions used to derive the weighted average fair value of the stock options granted during the year ended March 31, 2024.

	Year Ended March 31,
	2024
Weighted average risk free interest rate		4.53	%
Weighted average expected holding period (years)		6.57
Weighted average expected volatility		51.29	%
Weighted average expected dividend yield		-
Weighted average fair value of options granted	$	3.75

The following is a summary of stock option transactions:

	Number of		~~Weighted Average~~	Weighted Average
	Shares		~~Exercise Price~~	Exercise Price
Outstanding at March 31, 2024	1,108,017		$	20.29
Forfeited/Cancelled	(17,723	)	$	20.13
Expired	(36,733	)	$	22.93
Outstanding at March 31, 2025	1,053,561		$	20.20
Exercised	(6,466	)	$	15.59
Forfeited/Cancelled	(13,061	)	$	20.08
Expired	(68,200	)	$	31.13
Outstanding at March 31, 2026	965,834		$	19.47

At March 31, ~~2025~~2026, options to purchase 8743,~~288~~245 shares of common stock were unvested at the weighted average exercise price of $9.32.

~~No options were exercised during the years ended March 31, 2025 and 2024.~~ The pre-tax intrinsic value of options exercised during the year ended March 31, ~~2023~~2026 was $27,~~427,~~000 based on the market value of the Company’s common stock at March 31, ~~2023~~2026. No options were exercised during the years ended March 31, 2625 and 2024. The total fair value of stock options vested during the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 was $164,000, $~~324~~164,000, and $1324,~~140,~~000, respectively.

~~The following summarizes information about the options outstanding at March 31, 2025:~~ F-36

	Options Outstanding							Options Exercisable
Range ofExercise price		Shares		WeightedAverageExercisePrice	WeightedAverageRemainingLifeIn Years		AggregateIntrinsicValue		Shares		WeightedAverageExercisePrice	WeightedAverageRemainingLifeIn Years		AggregateIntrinsicValue
$9.32 to $17.38		334,524	$	12.97	6.45	$	24,000		247,236	$	14.26	5.73	$	8,000
$19.00 to $22.73		404,213		19.58	3.78				404,213		19.58	3.78
$25.21 to $27.40		125,800		27.33	2.22				125,800		27.33	2.22
$28.68 to $31.13		189,024		29.59	0.95				189,024		29.59	0.95
		1,053,561	$	20.20	3.93	$	24,000		966,273	$	21.19	3.52	$	8,000

The aggregate intrinsic values in the above table represent the pre-tax value of all in-the-money options if all such options had been exercised on March 31, 2025 based on the Company’s closing stock price of $9.50 as of that date.

At March 31, 2025, there was $241,000 of total unrecognized compensation expense from stock-based compensation granted under the plans, which is related to non-vested shares. The compensation expense is expected to be recognized over a weighted average vesting period of 1.5 years.

F-34

The following summarizes information about the options outstanding at March 31, 2026:




	Options Outstanding							Options Exercisable
					Weighted							Weighted
				Weighted	Average						Weighted	Average
				Average	Remaining		Aggregate				Average	Remaining		Aggregate
Range of				Exercise	Life		Intrinsic				Exercise	Life		Intrinsic
Exercise price		Shares		Price	In Years		Value		Shares		Price	In Years		Value

$9.32 to $17.38		322,923	$	12.89	5.49	$	227,000		279,678	$	13.44	5.18	$	152,000
$19.00 to $22.73		399,287		19.58	2.78				399,287		19.58	2.78
$25.21 to $27.40		124,500		27.33	1.22				124,500		27.33	1.22
$28.68 to $30.31		119,124		28.72	0.25				119,124		28.72	0.25

		965,834	$	19.47	3.17	$	227,000		922,589	$	19.95	2.97	$	152,000

The aggregate intrinsic values in the above table represent the pre-tax value of all in-the-money options if all such options had been exercised on March 31, 2026 based on the Company’s closing stock price of $11.06 as of that date.

At March 31, 2026, there was $77,000 of total unrecognized compensation expense from stock-based compensation granted under the plans, which is related to non-vested shares. The compensation expense is expected to be recognized over a weighted average vesting period of 0.5 years.

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

During the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 the Company granted ~~453~~487,~~453~~597, ~~100~~453,~~624~~453, and ~~229~~100,~~121~~624, respectively, of time-based vesting restricted stock units, based on the closing market price on the grant date. During the year ended March 31, 2023, the Company also granted 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. The estimated grant date fair value of the RSUs of $25,~~984~~047,000, $~~800~~2,984,000, and $4800,~~430,~~000, for the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024, respectively, was based on the closing market price on the date of grant. The fair value related to these awards is recognized as compensation expense over the vesting period. These awards generally vest in three equal installments beginning each anniversary from the grant date, subject to continued employment. Upon vesting, these awards may be net share settled to cover the required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. Total shares withheld during the years ended March 31, ~~2025~~2026, ~~2024~~2025, and ~~2023~~2024 were 1951,~~761~~387, 4219,~~720~~761, and 7442,~~854~~720, respectively, based on the value of these awards as determined by the Company’s closing stock price on the vesting date.

The following is a summary of non-vested RSUs:

		Number ofShares		Weighted AverageGrant Date FairValue
	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at March 31, 2024		240,923		$	12.23
Granted		453,453		$	6.58
Vested		(184,850	)	$	12.02
Forfeited/Cancelled		(4,153	)	$	8.81
Outstanding at March 31, 2025		505,373		$	7.26
Granted		487,597		$	10.35
Vested		(289,872	)	$	7.99
Forfeited/Cancelled		(18,378	)	$	11.62
Outstanding at March 31, 2026		684,720		$	9.03

As of March 31, ~~2025~~2026, there was $24,~~298~~358,000 of unrecognized compensation expense related to these awards, which will be recognized over the remaining vesting period of approximately 2.0 years.

F-37

Performance Stock Units (“PSUs”)

During the year ended March 31, ~~2025~~2026, the Company granted ~~258~~353,~~983~~778 PSUs (at target performance levels), ~~which cliff vest after a three-year performance period, subject to continued employment. The number of shares earned at the end of the three-year performance period will vary,~~ based ~~only~~ on ~~actual performance, from 0% to 150% of~~ the ~~target~~Company’s ~~number~~stock ofprice ~~PSUs~~or ~~granted~~a ~~depending on the Company’s~~ total shareholder return (“TSR”) ~~percentile~~market ~~rank~~conditions. ~~relative~~During tothe ~~that~~year ofended aMarch ~~peer~~31, ~~group~~2025, ~~over~~ the ~~performance~~Company ~~period.~~granted ~~TSR~~258,983 isPSUs ~~measured~~(at ~~based~~target onperformance alevels), ~~comparison~~based ~~of the closing price~~ on ~~the~~a ~~first~~TSR ~~trading~~market ~~day~~condition. ofDuring the ~~performance~~year ~~period~~ended ~~and~~March ~~the~~31, ~~average~~2024, ~~closing price over~~ the ~~last~~Company 30granted ~~trading~~585,583 ~~days~~PSUs ofbased on the ~~performance~~Company’s ~~period.~~stock ~~TSR~~price ~~is considered a~~ market condition. ~~because~~All itPSUs ~~measures~~granted ~~the~~have ~~Company’s~~a ~~return~~three-year ~~against the~~ performance ~~of the Russell 3000~~period, ~~excluding~~subject ~~companies~~to ~~classified~~continued asemployment. ~~financials~~The ~~and~~estimated ~~real~~grant ~~estate~~date ~~and~~fair ~~companies~~value ~~with~~of athe ~~market~~PSUs ~~capitalization~~ of ~~more than~~ $~~600~~3,738,000, ~~million~~$2,264,000, ~~over~~and a$2,637,000, ~~given~~for ~~period~~the ofyears ~~time.~~ended ~~Compensation~~March ~~cost~~31, is2026, ~~determined~~2025, atand ~~the~~2024, ~~grant~~respectively, ~~date~~was ~~and~~based ~~recognized~~ on ~~a straight-line basis over~~ the ~~requisite~~estimated ~~service~~fair ~~period~~value toof the ~~extent~~award ~~the~~using ~~conditions are deemed probable. Compensation cost related to~~ the ~~TSR~~Monte ~~award~~Carlo ~~will~~valuation ~~not~~model befor ~~adjusted~~performance ~~even~~stock ifunits ~~the~~subject to market ~~condition is not met~~conditions.

Stock ~~During~~Price ~~the year ended March 31, 2024, the Company granted 585,583~~ PSUs, which vest, subject to continued employment, as follows: (i) if the stock price is greater than or equal to $10.00 per share, then 1/3 of the grant will vest, (ii) if the stock price is greater than or equal to $15.00 per share then the next 1/3 of the grant will vest, and (iii) if the stock price is greater than or equal to $20.00 per share then the final 1/3 of the grant will vest. Recipients are eligible to vest in between 50% and 150% of the third tranche by achieving a stock price between $17.50 and $25.00 per share (each stock price target must be met for thirty consecutive trading days). The Company calculated the fair value of these PSUs individually for each tranche using the Monte Carlo Simulation Model at the grant date. Compensation cost is recognized over the estimated derived service period. Compensation cost related to these awards will not be adjusted even if the market condition is not met.

~~F-35~~ During the year ended March 31, 2026, the Company granted 176,893 PSUs (at target performance levels), which vest as follows: (i) if the stock price is greater than or equal to $15.00 per share, then 1/3 of the grant will vest, (ii) if the stock price is greater than or equal to $17.00 per share then the next 1/3 of the grant will vest, and (iii) if the stock price is greater than or equal to $20.00 per share then the final 1/3 of the grant will vest. Recipients are eligible to vest in between 50% and 150% of the third tranche by achieving a stock price between $18.00 and $22.00 per share (each stock price target must be met for thirty consecutive trading days). The Company calculated the fair value of these PSUs individually for each tranche using the Monte Carlo Simulation Model at the grant date. Compensation cost is recognized over the estimated derived service period. Compensation cost related to these awards will not be adjusted even if the market condition is not met.

During the year ended March 31, 2025, the Company did not grant any PSUs based on the Company’s stock price.

During the year ended March 31, 2024, the Company granted 585,583 PSUs, which vest as follows: (i) if the stock price is greater than or equal to $10.00 per share, then 1/3 of the grant will vest, (ii) if the stock price is greater than or equal to $15.00 per share then the next 1/3 of the grant will vest, and (iii) if the stock price is greater than or equal to $20.00 per share then the final 1/3 of the grant will vest. Recipients are eligible to vest in between 50% and 150% of the third tranche by achieving a stock price between $17.50 and $25.00 per share (each stock price target must be met for thirty consecutive trading days). The Company calculated the fair value of these PSUs individually for each tranche using the Monte Carlo Simulation Model at the grant date. Compensation cost is recognized over the estimated derived service period. Compensation cost related to these awards will not be adjusted even if the market condition is not met.

TSR PSUs

During the years ended March 31, 2026 and 2025, the Company granted 176,885 and 258,983 PSUs (at target performance levels), respectively, which cliff vest and the number of shares earned at the end of the three-year performance period will vary, based only on actual performance, from 0% to 150% of the target number of PSUs granted, depending on the Company’s TSR percentile rank relative to that of a peer group over the performance period. TSR is measured based on a comparison of the closing price on the first trading day of the performance period and the average closing price over the last 30 trading days of the performance 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 and companies with a market capitalization of more than $600 million, as of the start of the performance period. 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. Compensation cost related to the TSR award will not be adjusted even if the market condition is not met.

During the year ended March 31, 2024, the Company did not grant any PSUs based on a TSR market condition.

F-38

~~During~~The ~~the~~fair ~~years~~value ~~ended March 31, 2023, the Company granted 126,028~~ of ~~performance-based~~ PSUs ~~(at target performance levels), respectively, to its executives, which typically cliff vest after three-years~~ subject to ~~continued~~a ~~employment.~~market ~~These~~condition ~~awards are contingent and granted separately for each of the following metrics: adjusted EBITDA, net sales, and relative TSR. Compensation cost~~ is determined atusing the ~~grant~~Monte ~~date~~Carlo ~~and~~simulation ~~recognized on a straight-line basis over the requisite service period to the extent the conditions are deemed probable~~model. The ~~number~~following oftable ~~shares~~summarizes ~~earned at~~ the ~~end~~assumptions ofused ~~the~~in ~~three-year~~determining ~~period will vary, based only on actual performance, from 0% to 150% of~~ the ~~target~~fair ~~number~~value of ~~PSUs granted. Adjusted EBITDA and net sales are considered performance conditions. The Company will reassess~~ the ~~probability~~awards ofsubject 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~~conditions: ~~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 a market condition is determined using the Monte Carlo simulation model. The following table summarizes the assumptions used in determining the fair value of the awards subject to market conditions:


	Year Ended March 31,
	2026			2025			2024
Risk free interest rate		3.86	%		4.21-4.45	%		4.32-4.35	%
Expected life in years		0.7-3.0			3			0.2-1.8
Expected volatility of MPA common stock		66.8	%		59.8-62.8	%		54.2-55.1	%
Average correlation coefficient of peer companies		15.7	%		16.5-17.4			-
Expected dividend yield		-			-			-
Grant date fair value	$	7.33-12.68		$	8.65-8.88		$	3.57-8.37

	Year Ended March 31,
		2025			2024			2023
Risk free interest rate		4.21-4.45	%		4.32-4.35	%		3.35	%
Expected life in years		3			0.2-1.8			3
Expected volatility of MPA common stock		59.8-62.8	%		54.2-55.1	%		51.30	%
Expected average volatility of peer companies		-			-			62.70	%
Average correlation coefficient of peer companies		16.5-17.4	%		-			27.50
Expected dividend yield		-			-			-
Grant date fair value	$	8.65-8.88		$	3.57-8.37		$	16.02

Upon vesting, these awards may be net share settled to cover the required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. Total shares withheld during the years ended March 31, 2026 and 2025 were 94,771 and 75,491, respectively, based on the value of these awards as determined by the Company’s closing stock price on the vesting date. No shares were withheld during the year ended March 31, 2024 since no PSUs were vested during those years.

Upon vesting, these awards may be net share settled to cover the required withholding tax with the remaining amount converted into an equivalent number of shares of common stock. Total shares withheld during the year ended March 31, 2025 were 75,491, based on the value of these awards as determined by the Company’s closing stock price on the vesting date. No shares were withheld during the years ended March 31, 2024 and 2023 since no PSUs were vested during those years.

The following is a summary of non-vested PSUs:

	Number ofShares	~~Number ofShares~~		Weighted AverageGrant Date FairValue
Outstanding at March 31, 2024		773,923		$	7.73
Granted (1)		269,935		$	8.74
Vested		(225,862	)	$	7.07
Forfeited/Cancelled		(53,609	)	$	22.80
Outstanding at March 31, 2025		764,387		$	7.42
Granted		353,778		$	10.57
Vested		(294,540	)	$	6.77
Forfeited/Cancelled		(79,083	)	$	13.36
Outstanding at March 31, 2026		744,542		$	8.54

(At March 31, 2026, there was $2,899,000 of unrecognized compensation expense related to these awards, which will be recognized over the weighted average remaining vesting period of approximately 1).7 years.

Granted includes 10,952 additional PSUs issued in connection with the vesting of the Company’s June 2021 PSU grant based on actual Company performance metrics excding target performance levels.

At March 31, 2025, there was $1,872,000 of unrecognized compensation expense related to these awards, which will be recognized over the weighted average remaining vesting period of approximately 2.1 years.

20. Segment Information

The Company has identified its Chief Executive Officer as its chief operating decision maker (“CODM”). The Company has identified its operating segments based on the nature of the products the Company sells, the Company’s organizational and management reporting structure, and the operating results that are regularly reviewed by the Company’s CODM to make decisions about the resources to be allocated to the business units and to assess performance. The CODM primarily uses operating income to evaluate the performance of the Company’s operating segments and to allocate resources.

The Company’s three operating segments are:

●

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

F-36

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

	Years Ended March 31,
		2025			2024			2023
	2026			2025			2024
Net sales to external customers for Hard Parts reportable segment	$	~~707~~741,~~210~~243,000		$	~~669~~707,~~904~~210,000		$	~~638~~669,~~460~~904,000
Intersegment sales for Hard Parts reportable segment		1701,~~016,~~000			~~895~~1,016,000			~~600~~895,000
Total net sales for Hard Parts reportable segment		~~708~~741,~~226~~944,000			~~670~~708,~~799~~226,000			~~639~~670,~~060~~799,000
Reconciliation of net sales
Other net sales (1)		5048,~~144~~563,000			4750,~~780~~144,000			4447,~~614~~780,000
Elimination of intersegment net sales		(1701,~~016,~~000	)		(~~895~~1,016,000	)		(~~600~~895,000	)
Total consolidated net sales	$	~~757~~789,~~354~~806,000		$	~~717~~757,~~684~~354,000		$	~~683~~717,~~074~~684,000
Less (2):
Material, labor, and overhead expenses		~~465~~460,~~656~~623,000			~~450~~465,~~913~~656,000			~~434~~450,~~443~~913,000
Logistic expenses (3)		99131,~~264~~205,000			9299,~~969~~264,000			9592,~~496~~969,000
Revaluation of cores on customers' shelves		23,~~805~~590,000			52,~~353~~805,000			35,~~736~~353,000
Foreign exchange impact of lease liabilities and forward contracts		15(8,~~892~~924,000	)		(315,~~814~~892,000	)		(93,~~291~~814,000	)
Other segment items (4)		8388,~~693~~028,000			7683,~~878~~693,000			6976,~~821~~878,000
Total operating income for Hard Parts reportable segment	$	4067,~~916~~422,000		$	4840,~~500~~916,000		$	4448,~~855~~500,000
Reconciliation of profit (loss)
Other operating loss (1)		(1,~~064~~624,000	)		(21,~~431~~064,000	)		(82,~~303~~431,000	)
Elimination of intersegment operating income (loss)		71,000			51,000			(106,000	)
Elimination of intersegment operating income		37,000			71,000			51,000
Interest expense, net		(5546,~~550~~696,000	)		(6055,~~040~~550,000	)		(3960,~~555~~040,000	)
Change in fair value of compound net derivative liability		~~(60~~1,130,000	)		1(60,~~020,~~000	)		-1,020,000
Loss on extinguishment of debt		-			~~(168,000~~-	)		-(168,000	)
Total consolidated loss before income tax (benefit) expense	$	(15,687,000	)	$	(13,068,000	)	$	(3,109,000	)
Total consolidated income (loss) before income tax expense	$	20,269,000		$	(15,687,000	)	$	(13,068,000	)
Reconciliations of other significant items and assets:
Depreciation and amortization
Depreciation and amortization for Hard Parts reportable segment (5)	$	98,~~579~~454,000		$	109,~~371~~579,000		$	10,~~955~~371,000
Other depreciation and amortization (1)		~~821~~1,334,000			1821,~~248,~~000			1,~~489~~248,000
Total consolidated depreciation and amortization	$	109,~~400~~788,000		$	1110,~~619~~400,000		$	1211,~~444~~619,000
Capital Expenditures
Captial expenditures for Hard Parts reportable segment	$	32,~~445~~136,000		$	~~621~~3,445,000		$	3621,~~459,~~000
Other capital expenditures (1)		1,~~133~~560,000			~~379~~1,133,000			~~742~~379,000
Total consolidated capital expenditures	$	43,~~578~~696,000		$	14,~~000~~578,000		$	41,~~201~~000,000
Assets	March 31, 2026	~~March 31, 2025~~		March 31, 2025	~~March 31, 2024~~
Total assets for Hard Parts reportable segment	$	~~967~~1,~~178~~037,721,000		$	1967,~~019~~178,~~811,~~000
Other assets (1)		5854,~~355~~638,000			5458,~~946~~355,000
Elimination of intersegment assets		(6772,~~897~~922,000	)		(6267,~~755~~897,000	)
Total consolidated assets	$	~~957~~1,~~636~~019,437,000		$	1957,~~012~~636,~~002,~~000

(1)

Net sales, operating loss, depreciation and amortization, capital expenditures, and assets from segments below the quantitative threshold are attributable to the Company’s Test Solutions and Diagnostic Equipment and the Heavy Duty operating segments. Neither of these two operating segments has ever met any of the quantitative thresholds for determining reportable segments.

(2)

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM for the Company’s Hard Parts reportable segment. Intersegment expenses are included within the amounts shown.

(3)

Logistic expenses include freight, tariffs, and customs duties.

(4)

Other segment items include general and administrative expenses, sales and marketing expenses, and research and development expenses.

(5)

Depreciation and amortization for the Company’s Hard Parts reportable segment are included within material, labor, and overhead expenses and other segment items.

~~21. Share Repurchase Program~~ F-40

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 year ended March 31, 2025, the Company repurchased 542,134 shares of its common stock for $4,832,000. During the years ended March 31, 2024 and 2023 the Company did not repurchase any shares of its common stock. As of March 31, 2025, $23,577,000 was utilized and $13,423,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in the Company’s Credit Facility and Convertible Notes. The Company retired the 1,379,141 shares repurchased under this program through March 31, 2025. 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.

F-37

~~During the year ended March 31, 2025, the Company adopted a written trading plan under Rule 10b5-1 of the SEC rule to facilitate share repurchases under its current authorized program~~21. ~~The~~Share ~~adoption~~Repurchase of a 10b5-1 plan allows the Company the ability to repurchase shares when it would be ordinarily restricted from purchases due to blackout periods or being in possession of material non-public information.Program

In December 2025, the Company’s board of directors approved an increase in its share repurchase program from $37,000,000 to $57,000,000 of its common stock. During the year ended March 31, 2026, the Company repurchased 955,608 shares of its common stock for $11,351,000. During the year ended March 31, 2025, the Company repurchased 542,134 shares of its common stock for $4,832,000. During the year ended March 31, 2024, the Company did not repurchase any shares of its common stock. As of March 31, 2026, $34,928,000 was utilized and $22,072,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in the Company’s Credit Facility and Convertible Notes. The Company retired the 2,334,749 shares repurchased under this program through March 31, 2026. 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.

22. Related Party Transactions

Lease

InThe ~~December 2022, the~~ Company ~~entered~~has ~~into~~ an operating lease for its 35,000 square foot manufacturing, warehouse, and office facility in Ontario, Canada, with a company co-owned by a member of management. The ~~lease, which commenced January 1, 2023, has an initial term of one year with a base rent of approximately $27,000 per month and includes options to renew for up to four years. In November 2023, the~~ Company ~~exercised~~renewed ~~one~~this ofoperating ~~these~~lease ~~options to renew~~ for an additional ~~one-year period. In February 2025, the Company exercised a second extension term for an additional~~ three-year period ~~with a base rent of approximately $30~~,~~000~~ ~~per~~effective ~~month, which took effect on~~ January 1, 2025. The rent expense recorded for the related party lease was $~~332~~374,000, $~~328~~332,000 and $82328,000 for the years ended March 31, 2026, 2025, ~~2024~~ and ~~2023~~2024, respectively.

Convertible Note and Election of New Director

On March 31, 2023, the Company entered into the Note Purchase Agreement with Bison Capital Partners VI, L.P. and Bison Capital Partners VI-A, L.P., and Bison Capital Partners VI, L.P. as the Purchaser Representative, for the issuance and sale of the Convertible Notes. In connection with the issuance of the Convertible Notes and at the recommendation of the Nominating and Corporate Governance Committee of the Board and in connection with the bylaws of the Company, the Board appointed Douglas Trussler, a co-founder of Bison Capital in 2001, to the Board. Mr. Trussler’s compensation is consistent with the Company’s previously disclosed standard compensation practices for non-employee directors, other than Mr. Trussler does not accept the annual grant of equity to non-employee directors, which are described in the Company’s Definitive Proxy Statement, filed with the SEC on July 2629, ~~2024~~2025. There are no other transactions between Mr. Trussler and the Company that would be reportable under Item 404(a) of Regulation S-K.

F-3841

Schedule II — Valuation and Qualifying Accounts

Accounts Receivable — Allowance for credit losses

Years EndedMarch 31,			Description		Balance atbeginning ofyear				Charge to(recovery of)bad debtsexpense			Amountswritten off			Balance atend ofyear
						Charge to
2025			Allowance for credit losses	$	189,000			$	42,000		$	24,000		$	207,000
			Balance at			(recovery of)							Balance at
2024			Allowance for credit losses	$	339,000			$	(133,000	)	$	17,000		$	189,000
Years Ended			beginning of			bad debts				Amounts			end of
2023			Allowance for credit losses	$	375,000			$	108,000		$	144,000		$	339,000
March 31,	Description		year			expense				written off			year
2026	Allowance for credit losses	$	207,000		$	94,000			$	10,000		$	291,000
2025	Allowance for credit losses	$	189,000		$	42,000			$	24,000		$	207,000
2024	Allowance for credit losses	$	339,000		$	(133,000	)		$	17,000		$	189,000

Accounts Receivable — Allowance for customer-payment discrepancies

Years EndedMarch 31,			Description		Balance atbeginning ofyear			Charge todiscrepanciesexpense			AmountsProcessed			Balance atend ofyear
			Balance at			Charge to						Balance at
2025			Allowance for customer-payment discrepancies	$	1,206,000		$	1,507,000		$	948,000		$	1,765,000
Years Ended			beginning of			discrepancies			Amounts			end of
2024			Allowance for customer-payment discrepancies	$	1,634,000		$	1,452,000		$	1,880,000		$	1,206,000
March 31,	Description		year			expense			Processed			year
2023			Allowance for customer-payment discrepancies	$	1,375,000		$	2,112,000		$	1,853,000		$	1,634,000
2026	Allowance for customer-payment discrepancies	$	1,765,000		$	570,000		$	703,000		$	1,632,000
2025	Allowance for customer-payment discrepancies	$	1,206,000		$	1,507,000		$	948,000		$	1,765,000
2024	Allowance for customer-payment discrepancies	$	1,634,000		$	1,452,000		$	1,880,000		$	1,206,000

Inventory — Allowance for excess and obsolete inventory

Years EndedMarch 31,			Description		Balance atbeginning ofyear			Provision forexcess andobsoleteinventory			Amountswritten off			Balance atend ofyear
						Provision for
2025			Allowance for excess and obsolete inventory	$	17,372,000		$	15,009,000		$	13,417,000		$	18,964,000
			Balance at			excess and						Balance at
2024			Allowance for excess and obsolete inventory	$	16,436,000		$	16,233,000		$	15,297,000		$	17,372,000
Years Ended			beginning of			obsolete			Amounts			end of
2023			Allowance for excess and obsolete inventory	$	13,520,000		$	18,851,000		$	15,935,000		$	16,436,000
March 31,	Description		year			inventory			written off			year
2026	Allowance for excess and obsolete inventory	$	18,964,000		$	9,891,000		$	9,853,000		$	19,002,000
2025	Allowance for excess and obsolete inventory	$	17,372,000		$	15,009,000		$	13,417,000		$	18,964,000
2024	Allowance for excess and obsolete inventory	$	16,436,000		$	16,233,000		$	15,297,000		$	17,372,000

Deferred Tax Assets — Valuation allowance for deferred tax assets

Years EndedMarch 31,			Description		Balance atbeginning ofyear			Charge toincome taxexpense			Charged toOther Accounts			Balance atend ofyear
			Balance at			Charge to						Balance at
2025			Valuation allowance for deferred tax assets	$	45,399,000		$	6,834,000		$	-		$	52,233,000
Years Ended			beginning of			income tax			Charged to			end of
2024			Valuation allowance for deferred tax assets	$	7,619,000		$	37,780,000		$	-		$	45,399,000
March 31,	Description		year			expense			Other Accounts			year
2023			Valuation allowance for deferred tax assets	$	6,816,000		$	803,000		$	-		$	7,619,000
2026	Valuation allowance for deferred tax assets	$	52,233,000		$	2,432,000		$	-		$	54,665,000
2025	Valuation allowance for deferred tax assets	$	45,399,000		$	6,834,000		$	-		$	52,233,000
2024	Valuation allowance for deferred tax assets	$	7,619,000		$	37,780,000		$	-		$	45,399,000

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