# Motorcar Parts of America Inc: Form 10-Q for the period ended Jun 30, 2025

- Company: [Motorcar Parts of America Inc](/companies/mpaa.md) (CIK 918251)
- Form: 10-Q
- Filed: 2025-08-11
- Accepted by EDGAR: Aug 11, 2025, 16:02 ET
- Period: 2025-06-30
- Accession: 0001140361-25-030212
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/918251/000114036125030212/ef20050517_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/918251/000114036125030212/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $188.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $154.4m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $33.9m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $3.3m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $20.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $2.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $3.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.15 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 19,917,663 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-04-01 to 2025-06-30 | $10.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-04-01 to 2025-06-30 | $807.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-04-01 to 2025-06-30 | $2.0m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $12.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $519.4m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $973.4m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $360.6m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $713.2m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $260.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 8,579 characters.

### Unregistered Sales of Equity Securities and Use of Proceeds

### Limitation on Payment of Dividends and Share Repurchases

The Credit Facility currently permits the payment of up to $27,584,000 of dividends and share repurchases for fiscal year 2026, subject to pro forma compliance with amended financial covenants.

### Purchases of Equity Securities by the Issuer

Shares repurchased during the three months ended June 30, 2025 were as follows:

| Periods April 1 - April 30, 2025: | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) |
| --- | ---: | ---: | ---: | ---: |
| Open market and privately negotiated purchases | - | $- | $- | $13,423,000 |
| May 1 - May 31, 2025: |  |  |  |  |
| Open market and privately negotiated purchases | 98,671 | $9.73 | 960,000 | 12,463,000 |
| June 1 - June 30, 2025: |  |  |  |  |
| Open market and privately negotiated purchases | 99,125 | $10.15 | 1,006,000 | 11,457,000 |
| Total | 197,796 |  | $1,966,000 | $11,457,000 |

(1)

As of June 30, 2025, $25,543,000 has been utilized and $11,457,000 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 1,576,937 shares repurchased under this program through June 30, 2025. 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.

### Defaults Upon Senior Securities

None.

### Other Information

(a)

None.

(b)

None.

(c)

During the quarter ended June 30, 2025, 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 the quarter ended June 30, 2025, the Company purchased 197,796 shares under Rule 10b5-1 trading arrangement. The adoption of a 10b5-1 trading arrangement 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.

### Exhibits

(a)

Exhibits:

| Number | Description of Exhibit | Method of Filing |
| ---: | --- | --- |
| 3.1 | Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2 declared effective on March 22, 1994 (the “1994 Registration Statement”). |
| 3.2 | Amendment to Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (No. 33-97498) declared effective on November 14, 1995. |
| 3.3 | Amendment to Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1997. |
| 3.4 | Amendment to Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1998 (the “1998 Form 10-K”). |
| 3.5 | Amendment to Certificate of Incorporation of the Company | Incorporated by reference to Exhibit C to the Company’s proxy statement on Schedule 14A filed with the SEC on November 25, 2003. |
| 3.6 | Amended and Restated By-Laws of Motorcar Parts of America, Inc. | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on August 24, 2010. |
| 3.7 | Certificate of Amendment of the Certificate of Incorporation of the Company | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on April 17, 2014. |
| 3.8 | 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. |
| 3.9 | Amendment to the Amended and Restated By-Laws of Motorcar Parts of America, Inc., as adopted on June 9, 2016 | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 14, 2016. |
| 3.10 | 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 Motorcar Parts of America, Inc., as adopted on January 26, 2022 | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 1, 2022. |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on August 9, 2022. |
| 4.2 | 2010 Incentive Award Plan | Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on December 15, 2010. |

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| Number | Description of Exhibit | Method of Filing |
| ---: | --- | --- |
| 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. |
| 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 | Policy for Recovery of Erroneously Awarded Compensation | Filed herewith. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | Filed herewith. |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | Filed herewith. |
| 31.3 | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | Filed herewith. |
| 32.1 | Certifications of Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | Filed herewith. |

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| Number | Description of Exhibit Method of Filing |
| --- | --- |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document). |
| 101.SCM | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |

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### SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  |  |  |
| --- | --- | --- |
|  | MOTORCAR PARTS OF AMERICA, INC. |  |
| Dated: August 11, 2025 | By: | /s/ David Lee |
|  |  | David Lee |
|  |  | Chief Financial Officer |
| Dated: August 11, 2025 | By: | /s/ Kamlesh Shah |
|  |  | Kamlesh Shah |
|  |  | Chief Accounting Officer |

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## Controls and procedures

As filed, 3,924 characters.

### Controls and Procedures

### Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of management, including our chief executive officer, chief financial officer, and chief accounting officer, we have conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, our chief executive officer, chief financial officer, and chief accounting officer concluded that MPA’s disclosure controls and procedures were effective as of June 30, 2025.

### Inherent Limitations on Effectiveness of Controls

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

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

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

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

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

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

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

### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that occurred during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II — OTHER INFORMATION

### Legal Proceedings

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

## Risk factors

As filed, 216 characters.

### Risk Factors

There have been no material changes in the risk factors set forth in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 as filed with the SEC on June 9, 2025.

Filed Aug 11, 2025.
Source: SEC EDGAR, the filing index for accession 0001140361-25-030212. Last ingested by Listed: Oct 24, 2026, 15:00 ET. No prices; not investment advice.