MOTORCAR PARTS OF AMERICA INC
For the period ended Mar 31, 2026. Filed Jun 8, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Jun 8, 2026
MPAA$7.72-26.6%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedule
Item 15.
Exhibits, Financial Statement Schedule
a.
Documents filed as part of this report:
(1)
Index to Consolidated Financial Statements:
| Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 42) | 63 |
|---|---|
| Consolidated Balance Sheets | F-1 |
| Consolidated Statements of Operations | F-2 |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 10.26 | First Amendment to Note Purchase Agreement | Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K filed on June 14, 2023. |
| 10.27 | Seventh Amendment to Amended and Restated Loan Agreement, dated as of August 3, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent | Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 9, 2023. |
| 10.28 | Second Amendment to the Note Purchase Agreement | Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 9, 2023. |
| 10.29 | Eighth Amendment to Amended and Restated Loan Agreement, dated as of December 12, 2023, among Motorcar Parts of America, Inc., D & V Electronics Ltd., Dixie Electric Ltd., and Dixie Electric Inc., each lender from time to time party thereto, and PNC Bank, National Association, as administrative agent | Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2023. |
| 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 herewith. |
| 23.1 | Consent 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 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. |
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | Filed herewith. |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document) | Filed herewith. |
| 101.SCM | Inline XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.