Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
The following discussion and analysis presents factors that Motorcar Parts of America, Inc. and its subsidiaries (“our,” “we” or “us”) believe are relevant to an assessment and understanding of our consolidated financial position and results
of operations. This financial and business analysis should be read in conjunction with our March 31, 2023 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission
(“SEC”) on June 14, 2023.
Disclosure Regarding Private Securities Litigation Reform Act of 1995
This report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our future performance that involve risks and uncertainties. All
statements other than statements of historical fact are forward-looking statements, including, but not limited to, statements about our strategic initiatives, operational plans and objectives, expectations for economic conditions and recovery
and future business and financial performance, as well as statements regarding underlying assumptions related thereto. They include, among others, factors related to the timing and implementation of strategic initiatives, the highly
competitive nature of our industry, demand for our products and services, complexities in our inventory and supply chain, challenges with transforming and growing our business. Except as required by law, we undertake no obligation to revise or
update publicly any forward-looking statements for any reason. Therefore, you should not place undue reliance on those statements. Please refer to “Item 1A. Risk
Factors” of our most recent Annual Report on Form 10-K filed with the SEC on June 14, 2023, as updated by our subsequent filings with the SEC, for a description of these and other risks and uncertainties that could cause actual
results to differ materially from those projected or implied by the forward-looking statements.
Management Overview
With a scalable infrastructure and abundant growth opportunities, we are focused on growing our aftermarket business in the North American marketplace and growing our leadership position in the test solutions and diagnostic equipment market by
providing innovative and intuitive solutions to our customers. Our investments in infrastructure and human resources during the past few years reflects the significant expansion of manufacturing capacity to support multiple product lines. These
investments included (i) a 410,000 square foot distribution center, (ii) two buildings totaling 372,000 square feet for remanufacturing and core sorting of brake calipers, and (iii) the realignment of production at our original 312,000 square
foot facility in Mexico.
Segment Reporting
Effective as of the fourth quarter of fiscal 2023, we revised our segment reporting as we determined that our three operating segments no longer met the criteria to be aggregated. We recast our prior year segment disclosures to conform to the
current year’s presentation.
Our three operating segments are as follows:
|
• |
Hard Parts, including (i) light duty rotating electric products such as alternators and starters, (ii) wheel hub products, (iii) brake-related products, including brake calipers, brake boosters,
brake rotors, brake pads and brake master cylinders, and (iv) turbochargers,
|
|
• |
Test Solutions and Diagnostic Equipment, including (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, including 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, are not required to be separately reported, and are
included within the “all other” category. See Note 17 of the notes to condensed consolidated financial statements for more information.
Results of Operations for the Three Months Ended September 30, 2023 and 2022
The following discussion and analysis should be read together with the financial statements and notes thereto appearing elsewhere herein.
The following summarizes certain key consolidated operating data:
|
|
Three Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Cash flow provided by (used in) operations
|
|
$
|
15,300,000
|
|
|
$
|
(15,972,000
|
)
|
Finished goods turnover (annualized) (1)
|
|
|
4.1
|
|
|
|
3.3
|
|
|
(1) |
Annualized finished goods turnover for the fiscal quarter is calculated by multiplying cost of goods sold for the quarter by 4 and dividing the result by the average between beginning and ending non-core finished goods inventory values
for the fiscal quarter. We believe this provides a useful measure of our ability to turn our inventory into revenues.
|
Net Sales and Gross Profit
The following summarizes net sales and gross profit:
|
|
Three Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Net sales
|
|
$
|
196,639,000
|
|
|
$
|
172,543,000
|
|
Cost of goods sold
|
|
|
155,491,000
|
|
|
|
146,027,000
|
|
Gross profit
|
|
|
41,148,000
|
|
|
|
26,516,000
|
|
Gross profit percentage
|
|
|
20.9
|
%
|
|
|
15.4
|
%
|
Net Sales. Our consolidated net sales for the three months ended September 30, 2023 were $196,639,000, which represents an increase of $24,096,000, or 14.0%, from the three months ended September 30,
2022 of $172,543,000. Our sales reflect strong demand for rotating electrical and brake-related products for the three months ended September 30, 2023 as compared with the three months ended September 30, 2022.
Gross Profit. Our consolidated gross profit was $41,148,000, or 20.9% of consolidated net sales, for the three months ended September 30, 2023 compared with $26,516,000, or
15.4% of consolidated net sales, for the three months ended September 30, 2022. The increase in our gross margin for the three months ended September 30, 2023 reflects the partial benefit of price increases that went into effect during the
current quarter and changes in product mix.
In addition, our gross margin for the three months ended September 30, 2023 compared with the three months ended September 30, 2022 was impacted by (i) additional expenses of $3,199,000 and $2,113,000,
respectively, primarily due to certain costs for disruptions in the supply chain, (ii) amortization of core and finished goods premiums paid to customers related to new business of $2,707,000 and
$3,064,000, respectively, and (iii) 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 $1,995,000 and $1,269,000, respectively.
Operating Expenses
The following summarizes our consolidated operating expenses:
|
|
Three Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
General and administrative
|
|
$
|
14,325,000
|
|
|
$
|
14,846,000
|
|
Sales and marketing
|
|
|
5,688,000
|
|
|
|
6,066,000
|
|
Research and development
|
|
|
2,438,000
|
|
|
|
2,670,000
|
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
4,760,000
|
|
|
|
1,082,000
|
|
Percent of net sales
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
7.3
|
%
|
|
|
8.6
|
%
|
Sales and marketing
|
|
|
2.9
|
%
|
|
|
3.5
|
%
|
Research and development
|
|
|
1.2
|
%
|
|
|
1.5
|
%
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
2.4
|
%
|
|
|
0.6
|
%
|
General and Administrative. Our general and administrative expenses for the three months ended September 30, 2023 were $14,325,000, which represents a decrease of $521,000, or 3.5%, from the three
months ended September 30, 2022 of $14,846,000. This decrease was primarily due to our cost-cutting measures and fluctuations in foreign currency exchange rates during the three months ended September 30, 2023 as compared with the three months
ended September 30, 2022.
Sales and Marketing. Our sales and marketing expenses for the three months ended September 30, 2023 were $5,688,000, which represents a decrease of $378,000, or 6.2%, from the three months ended
September 30, 2022 of $6,066,000. This decrease was primarily due to reduced trade shows, marketing and advertising expenses.
Research and Development. Our research and development expenses for the three months ended September 30, 2023 were $2,438,000, which represents a decrease of $232,000, or 8.7%, from the three months
ended September 30, 2022 of $2,670,000. This decrease was primarily due to our cost-cutting measures, which included reduced employee-related expenses.
Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts were non-cash losses of $4,760,000 and $1,082,000 for the three
months ended September 30, 2023 and 2022, respectively. This change during the three months ended September 30, 2023 as compared with the three months ended September 30, 2022 was primarily due to (i) the remeasurement of our foreign
currency-denominated lease liabilities, which resulted in non-cash losses of $1,948,000 and $1,041,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange contracts, which resulted in
non-cash losses of $2,812,000 and $41,000, respectively, due to the changes in their fair values.
Operating Income
Consolidated Operating Income. Our consolidated operating income for the three months ended September 30, 2023 was $13,937,000, which represents an increase of $12,085,000, or 652.5%, from the three
months ended September 30, 2022 of $1,852,000, increased primarily due to higher sales and gross profit as discussed above.
Interest Expense
Interest Expense, net. Our interest expense for the three months ended September 30, 2023 was $15,383,000, which represents an increase of $6,100,000, or 65.7%, from interest
expense for the three months ended September 30, 2022 of $9,283,000. This increase was primarily due to higher interest rates on our borrowing and accounts receivable discount programs, which have variable interest rates. Interest expense for the
three months ended September 30, 2023 was further impacted by non-cash interest expense incurred on the Convertible Notes issued on March 31, 2023.
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 for the three months ended September 30, 2023 was a
non-cash loss of $390,000 associated with the convertible notes.
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 the three months ended September 30, 2023.
Provision for Income Taxes
Income Tax. We recorded an income tax benefit of $46,000, or an effective tax rate of 2.3%, and $914,000, or an effective tax rate of 12.3%, for the three months ended September
30, 2023 and 2022, respectively. Effective tax rates are based on current annual projections and any changes in future periods could result in an effective tax rate that is materially different from the current estimate. The effective tax rate
for the three months ended September 30, 2023, was primarily impacted by (i) non-deductible executive compensation under Internal Revenue Code Section 162(m), (ii) the portion of book expense related to convertible notes and derivatives that is
not expected to be deductible for tax, (iii) foreign income taxed at rates that are different from the federal statutory rate, and (iv) specific jurisdictions that we do not expect to recognize the benefit of losses.
Results of Operations for the Six Months Ended September 30, 2023 and 2022
The following discussion and analysis should be read together with the financial statements and notes thereto appearing elsewhere herein.
The following summarizes certain key consolidated operating data:
|
|
Six Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Cash flow used in operations
|
|
$
|
(5,170,000
|
)
|
|
$
|
(16,954,000
|
)
|
Finished goods turnover (annualized) (1)
|
|
|
3.8
|
|
|
|
3.3
|
|
|
(1) |
Annualized finished goods turnover for the fiscal period is calculated by multiplying cost of goods sold for the period by 2 and dividing the result by the average between beginning and ending non-core finished goods inventory values
for the fiscal period. We believe this provides a useful measure of our ability to turn our inventory into revenues.
|
Net Sales and Gross Profit
The following summarizes net sales and gross profit:
|
|
Six Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Net sales
|
|
$
|
356,344,000
|
|
|
$
|
336,528,000
|
|
Cost of goods sold
|
|
|
288,629,000
|
|
|
|
279,710,000
|
|
Gross profit
|
|
|
67,715,000
|
|
|
|
56,818,000
|
|
Gross profit percentage
|
|
|
19.0
|
%
|
|
|
16.9
|
%
|
Net Sales. Our consolidated net sales for the six months ended September 30, 2023 were $356,344,000, which represents an increase of $19,816,000, or 5.9%, from the six months ended September 30, 2022 of
$336,528,000. Our sales reflect strong demand for brake-related and rotating electrical products for the six months ended September 30, 2023 as compared with the six months ended September 30, 2022.
Gross Profit. Our consolidated gross profit was $67,715,000, or 19.0% of consolidated net sales, for the six months ended September 30, 2023 compared with $56,818,000, or
16.9% of consolidated net sales, for the six months ended September 30, 2022. The increase in our gross margin for the six months ended September 30, 2023 reflects the partial benefit of price increases that went into effect during the current
six-month period and changes in product mix.
In addition, our gross margin for the six months ended September 30, 2023 compared with the six months ended September 30, 2022 was impacted by (i) additional expenses of $5,183,000 and $2,912,000, respectively,
primarily due to certain costs for disruptions in the supply chain, (ii) amortization of core and finished goods premiums paid to customers related to new business of $5,364,000 and $6,108,000,
respectively, and (iii) 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 $2,773,000 and $1,841,000, respectively.
Operating Expenses
The following summarizes consolidated operating expenses:
|
|
Six Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
26,927,000
|
|
|
$
|
28,480,000
|
|
Sales and marketing
|
|
|
11,107,000
|
|
|
|
11,608,000
|
|
Research and development
|
|
|
4,813,000
|
|
|
|
5,783,000
|
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
490,000
|
|
|
|
1,760,000
|
|
Percent of net sales
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
7.6
|
%
|
|
|
8.5
|
%
|
Sales and marketing
|
|
|
3.1
|
%
|
|
|
3.4
|
%
|
Research and development
|
|
|
1.4
|
%
|
|
|
1.7
|
%
|
Foreign exchange impact of lease liabilities and forward contracts
|
|
|
0.1
|
%
|
|
|
0.5
|
%
|
General and Administrative. Our general and administrative expenses for the six months ended September 30, 2023 were $26,927,000, which represents a decrease of $1,553,000, or 5.5%, from the six months
ended September 30, 2022 of $28,480,000. This decrease was primarily due to the fluctuations in foreign currency exchange rates and our cost-cutting measures during the six months ended September 30, 2023 as compared with the six months ended
September 30, 2022.
Sales and Marketing. Our sales and marketing expenses for the six months ended September 30, 2023 were $11,107,000, which represents a decrease of $501,000, or 4.3%, from the six months ended September
30, 2022 of $11,608,000. This decrease was primarily due to our cost-cutting measures, which included (i) $355,000 of decreased employee-related expenses, (ii) $228,000 of decreased marketing and advertising expenses, and (iii) $121,000 of
decreased trade shows. These decreases were partially offset by $304,000 of increased commissions due to higher sales.
Research and Development. Our research and development expenses for the six months ended September 30, 2023 were $4,813,000, which represents a decrease of $970,000, or 16.8%, from the six months ended
September 30, 2022 of $5,783,000. This decrease was primarily due to our cost-cutting measures which included head count reduction and a reduction in other research and development expenses.
Foreign Exchange Impact of Lease Liabilities and Forward Contracts. Our foreign exchange impact of lease liabilities and forward contracts for the six months ended September 30, 2023 and 2022 were
non-cash losses of $490,000 and $1,760,000, respectively. This change during the six months ended September 30, 2023 as compared with the six months ended September 30, 2022 was primarily due to (i) the remeasurement of our foreign
currency-denominated lease liabilities, which resulted in a non-cash gain of $1,822,000 compared with a non-cash loss of $1,021,000, respectively, due to foreign currency exchange rate fluctuations and (ii) the forward foreign currency exchange
contracts, which resulted in non-cash losses of $2,312,000 and $739,000, respectively, due to the changes in their fair values.
Operating Income
Consolidated Operating Income. Our consolidated operating income for the six months ended September 30, 2023 was $24,378,000, which represents an increase of $15,191,000, or 165.4%, from the six months
ended September 30, 2022 of $9,187,000, increased primarily due to higher sales, higher gross profit, and lower operating expenses as discussed above.
Interest Expense
Interest Expense, net. Our interest expense for the six months ended September 30, 2023 was $27,103,000, which represents an increase of $10,899,000, or 67.3%, from interest
expense for the six months ended September 30, 2022 of $16,204,000. This increase was primarily due to higher interest rates on our borrowing and accounts receivable discount programs, which have variable interest rates. Interest expense for the
six months ended September 30, 2023 was further impacted by non-cash interest expense incurred on the Convertible Notes issued on March 31, 2023.
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 for the six months ended September 30, 2023 was a
non-cash loss of $530,000 associated with the convertible notes.
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
the six months ended September 30, 2023.
Provision for Income Taxes
Income Tax. We recorded an income tax benefit of $55,000, or an effective tax rate of 1.6%, and $325,000, or an effective tax rate of 4.6%, for the six months ended September 30,
2023 and 2022, respectively. Effective tax rates are based on current annual projections and any changes in future periods could result in an effective tax rate that is materially different from the current estimate. The effective tax rate for
the six months ended September 30, 2023, was primarily impacted by (i) non-deductible executive compensation under Internal Revenue Code Section 162(m), (ii) the portion of book expense related to convertible notes and derivatives that is not
expected to be deductible for tax, (iii) foreign income taxed at rates that are different from the federal statutory rate, and (iv) specific jurisdictions that we do not expect to recognize the benefit of losses.
Liquidity and Capital Resources
Overview
We had working capital (current assets minus current liabilities) of $163,243,000 and $154,886,000, a ratio of current assets to current liabilities of 1.4:1.0, at September 30, 2023 and March 31, 2023, respectively. Our working capital
increased as we managed the use of our accounts receivable discount programs and timing of vendor payments in connection with our inventory purchases.
We have $32,000,000 of aggregate principal amount of convertible notes outstanding that bear interest at a rate of 10% per year. The convertible notes may either be redeemed for cash, converted into shares
of our common stock, or a combination thereof, at our election. The convertible notes will mature on March 30, 2029, unless earlier converted, repurchased or redeemed.
Our primary source of liquidity was from the use of our accounts receivable discount programs and credit facility during the six months ended September 30, 2023. We believe our cash and cash equivalents, use of accounts receivable discount
programs, amounts available under our credit facility, and other sources are sufficient to satisfy our expected future working capital needs, and lease and capital expenditure obligations over the next 12 months.
Share Repurchase Program
In August 2018, our board of directors approved an increase in our share repurchase program from $20,000,000 to $37,000,000 of our common stock. As of September 30, 2023, $18,745,000 had been utilized and $18,255,000 remains available to
repurchase shares under the authorized share repurchase program, subject to the limit in our credit facility. We retired the 837,007 shares repurchased under this program through September 30, 2023. 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.
Cash Flows
The following summarizes cash flows as reflected in the condensed consolidated statements of cash flows:
|
|
Six Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Cash flows (used in) provided by:
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(5,170,000
|
)
|
|
$
|
(16,954,000
|
)
|
Investing activities
|
|
|
(108,000
|
)
|
|
|
(2,817,000
|
)
|
Financing activities
|
|
|
4,008,000
|
|
|
|
4,689,000
|
|
Effect of exchange rates on cash and cash equivalents
|
|
|
(33,000
|
)
|
|
|
(323,000
|
)
|
Net decrease in cash and cash equivalents
|
|
$
|
(1,303,000
|
)
|
|
$
|
(15,405,000
|
)
|
Additional selected cash flow data:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$
|
5,966,000
|
|
|
$
|
6,214,000
|
|
Capital expenditures
|
|
|
169,000
|
|
|
|
2,644,000
|
|
Net cash used in operating activities was $5,170,000 and $16,954,000 during the six months ended September 30, 2023 and 2022, respectively. The change in our operating activities reflects (i) the increase in our accounts receivable balances as
we managed the use of accounts receivable discount programs, (ii) a less significant increase in inventory during the current year as compared with the prior year, and (iii) increased operating results (net income plus the net add-back for
non-cash transactions in earnings).
Net cash used in investing activities was $108,000 and $2,817,000 during the six months ended September 30, 2023 and 2022, respectively. The change in our investing activities primarily resulted from decreased capital expenditures.
Net cash provided by financing activities was $4,008,000 and $4,689,000 during the six months ended September 30, 2023 and 2022, respectively. The change in our financing activities primarily resulted from payments of debt issuance costs in
connection with the convertible notes and the amendment to our credit facility, which allowed us to repay the remaining outstanding balance of our term loans, partially offset by an increase in net borrowing under our credit facility as we
managed the use of our accounts receivable discount programs to reduce overall interest expense during the six months ended September 30, 2023.
Capital Resources
Credit Facility
We are party to a $268,620,000 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 loans under the Credit Facility mature on May 28, 2026 and the lenders have a security interest in substantially all of our assets.
On August 3, 2023, we entered into a seventh amendment to the Credit Facility, which among other things, (i) permitted us to repay our outstanding balance of Term Loans, (ii) permitted the exclusion of quarterly
principal payments of Term Loans from the fixed charge coverage ratio (including retrospectively for the prior periods) for all quarters beginning June 30, 2023, (iii) reset the fixed charge coverage ratio financial covenant level for the
quarters ending September 30, 2023 and December 31, 2023, (iv) eliminated the senior leverage ratio financial covenant effective with the quarter ended June 30, 2023, (v) extended the minimum undrawn availability financial covenant through the
delivery of the June 30, 2024 compliance certificate, and (vi) excluded the amount of all amendment fees and expenses incurred in connection with this amendment as well as prior unamortized fees associated with the Term Loans from bank EBITDA and
the fixed charge coverage ratio financial covenant.
On August 3, 2023, we repaid the remaining outstanding balance of our Term Loans and recorded a loss on extinguishment of debt for the remaining unamortized debt issuance costs of $168,000 in the condensed consolidated statement of operations.
The Credit Facility, as amended, requires us to maintain a minimum fixed charge coverage ratio and a specified minimum undrawn availability. We were in compliance these covenants as of September 30, 2023.
We had $165,000,000 and $145,200,000 outstanding under the Revolving Facility at September 30, 2023 and March 31, 2023, respectively. In addition, $6,370,000 was outstanding for letters of credit at September
30, 2023. At September 30, 2023, after certain contractual adjustments, $67,250,000 was available under the Revolving Facility. The interest rate on the Company’s Revolving Facility was 8.68% and 8.13% respectively, at September 30,
2023 and March 31, 2023, respectively.
Convertible Notes
On March 31, 2023, we entered into a note purchase agreement (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. The Convertible
Notes have an initial conversion price of approximately $15.00 per share of common stock. (“Conversion Option”). 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. Except in the case of the occurrence of a fundamental transaction, as defined in the form of convertible promissory note, 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.
On June 8, 2023, we entered into the first amendment to the Note Purchase Agreement, which among other things, removed a provision that specified the Purchasers would be entitled to receive a dividend or
distribution payable in certain circumstances. This amendment was effective as of March 31, 2023.
On August 1, 2023, we entered into the second amendment to the Note Purchase Agreement, which amended the definition of “Permitted Restricted Payments” to permit the prepayment of our Term Loans.
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 fair value of the Warrants, using Level 3 inputs and
the Monte Carlo simulation model, was zero at September 30, 2023 and March 31, 2023.
The Company Redemption option has been combined with the Conversion Option 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 condensed consolidated balance sheets at September 30, 2023 and March 31, 2023. 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 $11,300,000 and $10,400,000, and an asset of $2,340,000 and $1,970,000 at September 30, 2023 and March 31, 2023, respectively. During the three and six months ended September 30, 2023, we recorded $390,000 and
$530,000, respectively, as the change in fair value of the Compound Net Derivative Liability in the condensed consolidated statement of operations and condensed consolidated statement of cash flows.
The Convertible Notes also contain additional features, such as, default interest and options related to a fundamental transaction, which were not separately accounted for as the value of such features were not
material at September 30, 2023 and March 31, 2023.
Accounts Receivable Discount Programs
We use accounts receivable discount programs with certain customers and their respective banks. Under these programs, we have options to sell those customers’ receivables to those banks at a discount to be agreed upon at the time the
receivables are sold. These discount arrangements allow us to accelerate receipt of payment on customers’ receivables. While these arrangements have reduced our working capital needs, there can be no assurance that these programs will continue in
the future. Interest expense resulting from these programs would increase if interest rates rise, if utilization of these discounting arrangements expands, if customers extend their payment to us, or if the discount period is extended to reflect
more favorable payment terms to customers.
The following is a summary of the accounts receivable discount programs:
|
|
Six Months Ended
September 30,
|
|
|
|
2023
|
|
|
2022
|
|
Receivables discounted
|
|
$
|
255,303,000
|
|
|
$
|
283,359,000
|
|
Weighted average number of days collection was accelerated
|
|
|
338
|
|
|
|
327
|
|
Annualized weighted average discount rate
|
|
|
6.6
|
%
|
|
|
4.4
|
%
|
Amount of discount recognized as interest expense
|
|
$
|
15,940,000
|
|
|
$
|
11,293,000
|
|
Capital Expenditures and Commitments
Capital Expenditures
Our total capital expenditures, including finance leases and non-cash capital expenditures were $315,000 and $2,792,000 for the six months ended September 30, 2023 and 2022, respectively. These capital expenditures primarily include the
purchase of equipment for our operations. We expect to incur approximately $4,000,000 of capital expenditures during fiscal 2024 to support our operations. We have used and expect to continue using our working capital and additional capital lease
obligations to finance these capital expenditures.
Related Party Transactions
Lease
In December 2022, we entered into an operating lease for our 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. The rent expense recorded for the related party lease was $81,000 and $162,000 for the three and six months
ended September 30, 2023.
Litigation
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.
Critical Accounting Policies
There have been no material changes to our critical accounting policies and estimates that are presented in our Annual Report on Form 10-K for the year ended March 31, 2023, which was filed on June 14, 2023.
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
There have been no material changes in market risk from the information provided in Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K as of March 31, 2023, which was filed with the SEC on
June 14, 2023.
Item 4. |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including our chief executive officer, chief financial
officer, and chief accounting officer, as appropriate to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of management, including our chief executive officer, chief financial officer, and chief accounting officer, we have conducted an evaluation of the effectiveness of
our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, our chief executive officer, chief financial officer, and chief accounting officer concluded that MPA’s disclosure controls
and procedures were effective as of September 30, 2023.
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 September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. |
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.
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, 2023, filed on June 14, 2023.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
Limitation on Payment of Dividends and Share Repurchases
The Credit Facility currently permits the payment of up to $30,000,000 of dividends and share repurchases for fiscal year 2024, subject to pro forma compliance with amended financial covenants.
Purchases of Equity Securities by the Issuer
Shares repurchased during the three months ended September 30, 2023 were as follows:
Periods
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1 - July 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
18,255,000
|
|
August 1 - August 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
18,255,000
|
|
September 1 - September 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
18,255,000
|
|
Total
|
|
|
0
|
|
|
|
|
|
|
|
0
|
|
|
$
|
18,255,000
|
|
|
(1) |
As of September 30, 2023, $18,745,000 had been utilized and $18,255,000 remains available to repurchase shares under the authorized share repurchase program, subject to the limit in our Credit Facility. We retired the 837,007 shares
repurchased under this program through September 30, 2023. 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.
|
Item 3. |
Defaults Upon Senior Securities
|
None.